EMPLOYMENT
      AGREEMENT

     

    EMPLOYMENT
      AGREEMENT (this “Agreement”), effective as of October 9, 2006 (“Effective
      Date”), between Oblio Telecom, Inc., a Delaware corporation (the “Company”),
      which is wholly-owned by Titan Global Holdings, Inc., a Utah corporation
      (“Parent”) and R. Scott Hensell (the “Employee”).

     

    WHEREAS,
      the Board of Directors of the Parent (the “Board”) has determined that it is in
      the best interests of the Company and its shareholders to employ the Employee
      in
      the position set forth below, and the Employee desires to serve in that
      capacity.

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, the Company and Employee
      hereby agree as follows:

     

    1. Employment
      Period.
      The
      Company and Parent shall employ the Employee, and the Employee shall serve
      the
      Company and Parent, on the terms and conditions set forth in this Agreement,
      for
      the period commencing on the date hereof and two years after such date (the
      “Initial Term” and, together with any subsequent term of Employment, the
“Employment Period”); provided that the term of employment hereunder will
      automatically be renewed for successive one-year terms (each such term a
“Renewal Term”) unless either party shall, at least 30 days before such date,
      provide written notice to the other party that the Employment Period will not
      be
      extended.

     

    2. Position
      and Duties.

     

    (a) The
      Employee shall serve as Chief Financial Officer of the Company, Parent, and
      Parent’s subsidiaries Titan PCB East and Titan PCB West reporting to the Board,
      with such duties and responsibilities as are customarily assigned to such
      position, and such other duties and responsibilities not inconsistent therewith
      as may be assigned to him from time to time by the Board.

     

    (b) During
      the Employment Period, and excluding any periods of vacation and sick leave
      to
      which the Employee is entitled, the Employee shall devote his full-time efforts
      to the business and affairs of the Company and use his best efforts to carry
      out
      such responsibilities faithfully and efficiently. It shall not be considered
      a
      violation of the foregoing for the Employee to (i) serve on corporate, civic
      or
      charitable boards or committees, (ii) deliver lectures or fulfill speaking
      engagements, (iii) manage personal investments, (iv) engage in other business
      activities, so long as such activities do not materially interfere with the
      performance of his responsibilities as an employee of the Company in accordance
      with this Agreement or violate the provisions of Section 8 of this
      Agreement.

     

    (c) Employee
      shall not be required to change his domicile to perform his duties. 
Telecommuting is permitted when away from the office on vacation or business
      travel; from his place of residence; when on personal business; however while
      in
      the Dallas area, Executive will report to the office.

     

    3. Compensation.

     

    (a) Base
      Salary.
      During
      the first contract year of the Initial Term, the Employee shall receive an
      annual base salary (the “Annual Base Salary”) of $125,000. Employee will receive
      an annual salary review by the Board, or an authorized committee thereof, on
      each anniversary of the Effective Date. The Annual Base Salary shall be payable
      in accordance with the Company’s payroll practices as in effect from time to
      time. The Board or an authorized committee thereof may increase the Annual
      Base
      Salary above the foregoing amounts at its discretion.

     

    Bonus.
      An
      annual cash bonus payable shall be negotiated in good faith between the Company
      and the Employee.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Equity.
      Concurrently with execution of this agreement, Parent shall grant Employee
      50,000 warrants of the Parent Company’s common stock at
      a
      strike price equal to the closing price on the Effective Date, October 9, 2006.
      25,000 warrants shall vest immediately. The remaining 25,000 warrants shall
      vest
      on the first anniversary of the Effective Date. The warrants shall contain
      a
      cashless exercise provision.

     

    (b) Benefits.
      During
      the Employment Period, the Employee and the Employee’s direct family shall be
      entitled to participate in all benefit programs of the Company or Parent
      provided to executives of similar rank, including, but not limited to, health
      insurance coverage, as well as all welfare benefit plans, practices, policies
      and programs provided by the Company or Parent, including, but not limited
      to
      any comprehensive dental plan, retirement plans and profit sharing programs
      the
      Company or Parent may provide to other employees from time to time.


     

    (c) Expenses.
      During
      the Employment Period, the Employee shall be entitled to receive prompt
      reimbursement for all reasonable expenses incurred by the Employee in carrying
      out the Employee’s duties under this Agreement, provided that the Employee
      complies with the policies, practices and procedures of the Company for
      submission of expense reports, receipts and similar documentation of such
      expenses.

     

    (d) Vacation.
      During
      the Employment Period, the Employee shall be entitled to paid vacation and
      other
      fringe benefits, in each case on such terms and conditions as are determined
      by
      the Board or consistent with Company policy.

     

    4. Termination
      of Employment.

     

    (a) Death
      or Disability.
      The
      Employee’s employment shall terminate automatically upon the Employee’s death
      during the Employment Period. The Company shall be entitled to terminate the
      Employee’s employment because of the Employee’s Disability during the Employment
      Period. “Disability” means that (i) the Employee has been unable, for a period
      of six months, or for a total of sixty (60) days in any given one year period,
      to perform the Employee’s duties under this Agreement, as a result of physical
      or mental illness or injury, and (ii) a physician selected by the Company or
      its
      insurers, and acceptable to the Employee or the Employee’s guardian or legal
      representative, has determined that the Employee’s incapacity is total and
      permanent. A termination of the Employee’s employment by the Company for
      Disability shall be communicated to the Employee by written notice, and shall
      be
      effective on the 30th day after receipt of such notice by the Employee (the
      “Disability Effective Date”), unless the Employee is able to, and does, return
      to full-time performance of the Employee’s duties before the Disability
      Effective Date.

     

    (b) By
      the Company.

     

    (A) The
      Company may terminate the Employee’s employment during the Employment Period for
      Cause or without Cause. “Cause” means:


    
      
        
        

      

      
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    (i) Employee
      having, in the reasonable judgment of the Company, committed an act which if
      prosecuted and resulting in a conviction would constitute a fraud, embezzlement,
      or any felonious offense (specifically excepting simple misdemeanors not
      involving acts of dishonesty and all traffic violations);

     

    (ii) the
      Employee’s theft, embezzlement, misappropriation of or intentional and malicious
      infliction of damage to the Company’s property or business
      opportunity;

     

    (iii) the
      Employee’s repeated abuse of alcohol, drugs or other substances as determined by
      an independent medical physician; or

     

    (iv) the
      Employee’s engagement in gross dereliction of duties, refusal to perform
      assigned duties consistent with his position, his knowing and willful breach
      of
      any material provision of this Agreement continuing after written notice from
      the Company or repeated violation of the Company’s written policies after
      written notice.

     

    (B) A
      termination of the Employee’s employment by the Company for Cause shall be
      effectuated by giving the Employee written notice (“Notice of Termination for
      Cause”) of the termination, setting forth the conduct of the Employee that
      constitutes Cause. Termination of employment by the Company for Cause shall
      be
      effective on the date when the Notice of Termination for Cause is given, unless
      the notice sets forth a later date (which date shall in no event be later than
      60 days after the notice is given). Employee will be immediately advised of
      any
      allegations of conduct covered by clause (A) above and will be provided a period
      of fifteen (15) days from the date of the written notice to defend himself
      against such allegations and to take any appropriate remedial action. If
      Employee shows that the allegations are untrue or takes appropriate remedial
      action to address the allegations, the Company will not terminate the Employee’s
      employment for Cause.

     

    (C) A
      termination of the Employee’s employment by the Company without Cause shall be
      effected by giving the Employee written notice of the termination at least
      6
      months (180 days) prior to the termination date.

     

    (c) By
      the
      Employee.

     

    (A) The
      Employee may terminate employment with or without Good Reason. “Good Reason”
means:

     

    (i) the
      assignment to the Employee of any duties inconsistent in any respect with
      paragraph (a) of Section 2 of this Agreement, other than actions that are not
      taken in bad faith and are remedied by the Company within thirty (30) days
      after
      receipt of notice thereof from the Employee;

     

    (ii) any
      failure by the Company to comply with any provision of Section 3 of this
      Agreement, other than failures that are not taken in bad faith and are remedied
      by the Company within thirty (30) days after receipt of notice thereof from
      the
      Employee;

     

    (iii) the
      occurrence of a Non-Negotiated Change in Control of the Company (as defined
      below); or

     

    (iv) the
      Company’s material breach of this Agreement

     

    For
      purposes of this Agreement, “Non-Negotiated Change in Control” means any one or
      more of the following occurrences:


    
      
        
        

      

      
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    (x) Any
      individual, corporation (other than the Company, any trustees or other
      beneficiary holding securities under any employee benefit plan of the Company,
      or any Company owned, directly or indirectly, by the stockholders of the Company
      in substantially the same proportions as their ownership of stock of the
      Company), partnership, trust, association, pool, syndicate, or any other entity
      or any group of persons acting in concert becomes the beneficial owner (within
      the meaning of Rule 13d-3 under the Securities Exchange Act of 1934) of
      securities of the Company possessing more than fifty percent (50%) of the voting
      power for the election of directors of the Company;

     

    (y) There
      shall be consummated any consolidation, merger, or other business combination
      involving the Company or the securities of the Company in which holders of
      voting securities of the Company immediately prior to such consummation own,
      as
      a group, immediately after such consummation, voting securities of the Company
      (or, if the Company does not survive such transaction, voting securities of
      the
      entity surviving such transaction) having less than fifty percent (50%) of
      the
      total voting power in an election of directors of the Company (or such other
      surviving corporation); or

     

    (z) There
      shall be consummated any sale, lease, exchange, or other transfer (in one
      transaction or a series of related transactions) of all, or substantially all,
      of the assets of the Company (on a consolidated basis) to a party which is
      not
      controlled by or under common control with the Company.

     

    (d) A
      termination of employment by the Employee for Good Reason shall be effectuated
      by giving the Company written notice (“Notice of Termination for Good Reason”)
      of the termination, setting forth the conduct of the Company that constitutes
      Good Reason. A termination of employment by the Employee for Good Reason shall
      be effective on the fifth business day following the date when the Notice of
      Termination for Good Reason is given, unless the notice sets forth a later
      date
      (which date shall in no event be later than 30 days after the notice is
      given).

     

    (e) A
      termination of the Employee’s employment by the Employee without Good Reason
      shall be effected by giving the Company written notice of the termination at
      least thirty (30) days prior to the termination date.

     

    (f) Notwithstanding
      anything in this Agreement to the contrary, in no event will any amount which
      otherwise would be payable under or pursuant to this Agreement be payable to
      Employee to the extent such amount, together with all other amounts payable
      and
      benefits provided to Employee under or pursuant to this Agreement and/or under
      any other plan(s), agreements and/or arrangement(s) arising out of Employee’s
      employment relationship with Company and/or any direct or indirect subsidiary
      of
      Company (including without limitation any such amounts payable by any affiliate
      of Company or any acquirer of any of the stock or assets of Company or any
      affiliate of such acquirer), if paid to Employee, would result in Employee
      receiving an “excess parachute payment” for purposes of Section 280G of the
      Internal Revenue Code of 1986, as amended. The determination of whether a
      payment under or pursuant to this Agreement would result in Employee receiving
      an excess parachute payment (but for the provisions of this Section 4) shall
      be
      made by counsel for Company reasonably selected by Company and acceptable to
      Employee, after consultation with Company’s independent auditor

     

    (g) No
      Waiver.
      The
      failure to set forth any fact or circumstance in a Notice of Termination for
      Cause or a Notice of Termination for Good Reason shall not constitute a waiver
      of the right to assert, and shall not preclude the party giving notice from
      asserting, such fact or circumstance in an attempt to enforce any right under
      or
      provision of this Agreement.

     

    (h) Date
      of Termination.
      The
“Date of Termination” means the date of the Employee’s death, the Disability
      Effective Date, the date on which the termination of the Employee’s employment
      by the Company for Cause or by the Employee for Good Reason is effective, or
      the
      date on which the Company gives the Employee notice of a termination of
      employment without Cause or the Employee gives the Company notice of a
      termination of employment without Good Reason, as the case may
      be.


    
      
        
        

      

      
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    5. Obligations
      of the Company upon Termination.

     

    (a) Termination
      for Reasons Other Than for Cause, Death or Disability, or Good
      Reason.
      If,
      during the Employment Period, the Company terminates the Employee’s employment,
      for any reason other than for Cause, Death or Disability, or the Employee
      terminates his employment for Good Reason, the Company shall (i) pay the
      Employee’s accrued but unpaid portion of the Annual Base Salary (the “Accrued
      Obligations”) to the Employee in a lump sum in cash within thirty (30) days
      after the Date of Termination, (ii) continue to pay the Annual Base Salary
      and
      Bonus for the remainder of the Employment Period, and (iii) provide the benefits
      listed under Section 3 for the remainder of the Employment Period.

     

    (b) Termination
      as a Result of Employee’s Death or Disability.
      If the
      Employee’s employment is terminated by reason of the Employee’s death or
      Disability during the Employment Period, (i) the Company shall pay the Accrued
      Obligations to the Employee or the Employee’s estate or legal representative, as
      applicable, in a lump sum in cash within thirty (30) days after the Date of
      Termination, and (ii) the Company shall pay when originally due any Bonus due
      to
      the Employee, pro rated for the period until the Date of Termination, to the
      Employee or the Employee’s estate or legal representative.

     

    (c) Termination
      for Cause or Other than for Good Reason.
      If the
      Employee’s employment is terminated by the Company for Cause during the
      Employment Period, or if the Employee terminates his employment during the
      Employment Period other than for Good Reason, the Company shall pay Employee
      the
      Accrued Obligations.

     

    6. Non-exclusivity
      of Rights.
      Nothing
      in this Agreement shall prevent or limit the Employee’s continuing or future
      participation in any plan, program, policy or practice provided by the Company
      or any of its affiliated companies for which the Employee may qualify, nor,
      subject to paragraph (f) of Section 4, shall anything in this Agreement limit
      or
      otherwise affect such rights as the Employee may have under any contract or
      agreement with the Company or any of its affiliated companies. Vested benefits
      and other amounts that the Employee is otherwise entitled to receive under
      any
      plan, policy, practice or program of, or any contract or agreement with, the
      Company or any of its affiliated companies on or after the Date of Termination
      shall be payable in accordance with such plan, policy, practice, program,
      contract or agreement, as the case may be, except as explicitly modified by
      this
      Agreement.

     

    7. Covenant
      of Employee.

     

    (a) Employee
      recognizes that the services to be performed by him pursuant to this Agreement
      are special, unique and extraordinary. The parties confirm that it is reasonably
      necessary for the protection of the Company’s goodwill that Employee agree, and
      accordingly, Employee does hereby agree and covenant (the “Covenant Not to
      Compete”), that Employee will not, directly or indirectly, except for the
      benefit of the Company:

     

    (i) become
      an
      officer, director, more than 2% stockholder, partner, associate, employee,
      owner, proprietor, agent, creditor, independent contractor, co-venturer or
      otherwise, or be interested in or associated with any other corporation, firm
      or
      business engaged in the Territory (as hereinafter defined) in the same or any
      similar business competitive with that of the Company (including the Company’s
      present and future subsidiaries and affiliates) as such business shall exist
      on
      the day hereof and during the Employment Period; or


    
      
        
        

      

      
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    (ii) solicit,
      cause or authorize, directly or indirectly, to be solicited for or on behalf
      of
      himself or third parties from parties who were customers of the Company
      (including the Company’s present and future subsidiaries and affiliates) at any
      time during the Employment Period, any business similar to the business
      transacted by the Company with such customer; or

     

    (iii) accept
      or
      cause or authorize, directly or indirectly, to be accepted for or on behalf
      of
      himself or third parties, business from any such customers of the Company
      (including the Company’s present and future subsidiaries and affiliates) that is
      similar to the business transacted by the Company with such customer;
      or

     

    (iv) solicit,
      or cause or authorize, directly or indirectly, to be solicited for employment
      for or on behalf of himself or third parties, any persons who were at any time
      during the Employment Period hereunder, employees of the Company (including
      the
      Company’s present and future subsidiaries and affiliates) (except for general
      solicitations made to the public at large); or

     

    (v) employ
      or
      cause or authorize, directly or indirectly, to be employed for or on behalf
      of
      himself or third parties, any such employees of the Company (including the
      Company’s present and future subsidiaries and affiliates); or

     

    (vi) use
      the
      tradenames, trademarks, or trade dress of any of the products of the Company
      (including the Company’s present and future subsidiaries and affiliates); or any
      substantially similar tradename, trademark or trade dress likely to cause,
      or
      having the effect of causing, confusion in the minds of manufacturers,
      customers, suppliers and retail outlets and the public generally.

     

    The
      solicitation or acceptance of orders outside the Territory for shipment to,
      or
      delivery in, any of part of the Territory shall constitute doing business in
      the
      Territory in violation of this Covenant.

     

    Employee
      acknowledges his intention that the Company shall have the broadest possible
      protection of the value of the business in the Territory consistent with public
      policy, and it will not violate the intent of the parties if any court should
      determine that, consistent with established precedent of the forum state, the
      public policy of such state requires a more limited restriction in geographical
      area or duration of the aforesaid covenant not to compete, contained in an
      appropriate decree. 

     

    (b) The
      term
      of Employee’s Covenant Not to Compete with the Company as set forth in this
      Section 7, shall commence on the date of Employee’s last day of employment with
      the Company, pursuant to this Agreement or otherwise, regardless of the reason
      for the termination of such employment, and shall terminate two years
      thereafter. The term of this Covenant Not to Compete as it relates to Employee
      under this Section is referred to hereinafter as “Employee’s Term.”

     

    (c) The
      territory of this Agreement shall consist of all states in which the Company
      conducts business during the Employment Period (collectively, the
“Territory”).

     

    (d) Breach
      by
      Employee of Covenant Not to Compete


    
      
        
        

      

      
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    (i) The
      parties confirm that of primary importance to the Company is the agreement
      by
      Employee not to be an officer, director, stockholder, partner, associate,
      employee, owner, proprietor, agent, creditor, independent contractor,
      co-venturer or otherwise, or be interested in or associated with any other
      corporation, firm, business or entity which competes with the Company’s business
      during the Employment Period. The parties further confirm that damages resulting
      from a breach of the Covenant Not to Compete contained herein may be difficult
      to calculate and insufficient to remedy the injury resulting from such breach,
      particularly with respect to any ongoing or prospective breach. Accordingly,
      the
      Company shall be entitled, in addition to any other right and remedy it may
      have
      at law or in equity, to a preliminary and permanent injunction, without the
      posting of any bond or other security, enjoining or restraining Employee, as
      the
      case may be, from any violation or threatened violation of this Covenant Not
      to
      Compete. If any of the restrictions contained herein shall be deemed to be
      unenforceable by reason of the extent, duration or geographical scope thereof,
      or otherwise, then the court making such determination shall have the right
      to
      reduce such extent, duration, geographical scope, or other provisions hereof,
      and in its reduced form this Covenant Not to Compete shall then be enforceable
      in the manner contemplated hereby. 

     

    (ii) Nothing
      contained in this Section shall be construed as prohibiting the Company from
      pursuing any other remedies available to it for any such breach or threatened
      breach, including recovery of damages and an equitable accounting of all
      earnings, profits and other benefits arising from such violation.

     

    8. Confidentiality;
      Return of Property

     

    (a) The
      Employee acknowledges that during the Employment Period he will receive
      confidential information from the Company, the Parent and subsidiaries of the
      Company (each a “Relevant Entity”). Accordingly, the Employee agrees that during
      the Employment Period and thereafter, the Employee and his affiliates shall
      not,
      except in the performance of his obligations to the Company hereunder or as
      may
      otherwise be approved in advance by the Company, directly or indirectly,
      disclose or use (except for the direct benefit of the Company) any confidential
      information that he may learn or has learned by reason of his association with
      any Relevant Entity. Upon termination of this Agreement, the Employee shall
      promptly return to the Company any and all properties, records or papers of
      any
      Relevant Entity, that may have been in his possession at the time of
      termination, whether prepared by the Employee or others, including, but not
      limited to, confidential information and keys. For purposes of this Agreement,
      “confidential information” includes all data, analyses, reports,
      interpretations, forecasts, documents and information concerning a Relevant
      Entity and its affairs, including, without limitation with respect to clients,
      products, policies, procedures, methodologies, trade secrets and other
      intellectual property, systems, personnel, confidential reports, technical
      information, financial information, business transactions, business plans,
      prospects or opportunities, (i) that the Company reasonably believes are
      confidential or (ii) the disclosure of which could be injurious to a Relevant
      Entity or beneficial to competitors of a Relevant Entity, but shall exclude
      any
      information that (x) the Employee is required to disclose under any applicable
      laws, regulations or directives of any government agency, tribunal or authority
      having jurisdiction in the matter or under subpoena or other process of law,
      (y)
      is or becomes publicly available prior to the Employee’s disclosure or use of
      the information in a manner violative of the second sentence of this Section
      8(a), or (z) is rightfully received by Employee without restriction or
      disclosure from a third party legally entitled to possess and to disclose such
      information without restriction (other than information that he may learn or
      has
      learned by reason of his association with any Relevant Entity). For purposes
      of
      this Agreement, “affiliate” means any entity that, directly or indirectly, is
      controlled by, or under common control with, the Employee. For purposes of
      this
      definition, the terms “controlled” and under common control with” means the
      possession, direct or indirect, of the power to direct or cause the direction
      of
      the management and policies of such person, whether through the ownership of
      voting stock, by contract or otherwise.

     

    (b) Injunction.
      Notwithstanding any other provisions of this Agreement, Employee acknowledges
      and agrees that in the event of a violation or threatened violation of any
      of
      the provisions of this Section 8, Employer shall have no adequate remedy at
      law
      and shall therefore be entitled to enforce each such provision by temporary
      or
      permanent injunctive or mandatory relief obtained in any court of competent
      jurisdiction without the necessity of proving damage or posting any bond or
      other security, and without prejudice to any other remedies that may be
      available at law or in equity.


    
      
        
        

      

      
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    9. Successors.

     

    (a) This
      Agreement is personal to the Employee and, without the prior written consent
      of
      the Company, shall not be assignable by the Employee otherwise than by will
      or
      the laws of descent and distribution. This Agreement shall inure to the benefit
      of and be enforceable by the Employee’s legal representatives.

     

    (b) This
      Agreement shall inure to the benefit of and be binding upon the Company and
      its
      successors and assigns.

     

    10. Miscellaneous.

     

    (a) This
      Agreement shall be governed by, and construed in accordance with, the laws
      of
      the State of Texas, without reference to principles of conflict of laws. The
      captions of this Agreement are not part of the provisions hereof and shall
      have
      no force or effect. This Agreement may not be amended or modified except by
      a
      written agreement executed by the parties hereto or their respective successors
      and legal representatives.

     

    (b) All
      notices and other communications under this Agreement shall be in writing and
      shall be given by hand delivery to the other party or by registered or certified
      mail, return receipt requested, postage prepaid, addressed as
      follows:

     

    If
      to the
      Employee: 

    


    R.
      Scott
      Hensell

    4617
      Foxglove Ct.

    Flower
      Mound, TX 75022

     

    If
      to the
      Company:

    


    Oblio
      Telecom, Inc.

    407
      International Parkway, Suite 403

    Richardson,
      TX 75081

     

    or
      to
      such other address as either party furnishes to the other in writing in
      accordance with this paragraph (b) of Section 10. Notices and communications
      shall be effective when actually received by the addressee.

     

    (c) The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement.
      If any provision of this Agreement shall be held invalid or unenforceable in
      part, the remaining portion of such provision, together with all other
      provisions of this Agreement, shall remain valid and enforceable and continue
      in
      full force and effect to the fullest extent consistent with law.

     

    (d) Notwithstanding
      any other provision of this Agreement, the Company may withhold from amounts
      payable under this Agreement all federal, state, local and foreign taxes that
      are required to be withheld by applicable laws or regulations.

     

    (e) The
      failure of the Employee or the Company to insist upon strict compliance with
      any
      provision of, or to assert any right under, this Agreement shall not be deemed
      to be a waiver of such provision or right or of any other provision of or right
      under this Agreement.

     

    (f) The
      Employee and the Company acknowledge that this Agreement supersedes any other
      agreement between them concerning the subject matter hereof.


    
      
        
        

      

      
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    (g) This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed an original, and which together shall constitute one
      instrument.

     

    IN
      WITNESS WHEREOF, the Employee has hereunto set the Employee’s hand and, pursuant
      to the authorization of its Board, the Company has caused this Agreement to
      be
      executed in its name on its behalf, all as of the day and year first above
      written.

    

      
        	
                
                   

                

              	
                OBLIO
                  TELECOM, INC.

              
	 	 
	 	 
	 	
                By:

              	
                    
                  /s/ Bryan M. Chance

              
	 	
                Name:

              	
                Bryan
                  M. Chance

              
	 	
                Title:

              	
                Chief
                  Executive Officer

              
	 	 
	 	 
	 	
                EMPLOYEE

              
	 	 
	 	 
	 	
                 
                  /s/ R. Scott Hensell

              
	 	
                R.
                  Scott Hensell

              


      

    

     

    
      
        
        

      

      
        -9-