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<page> 50 Briar Hollow Lane Suite 515 West Houston, Tx 77027 Phone: 713/621-9424 Fax: 713/621-9492 Rockport Group of Texas, Inc. October 31, 1997 Mr. William W. Wollenberg 225 Furrow Way Monument, Co 80132 Dear Bill: This Letter Is a Formal Offer for You to Join Our Staff to Lead the Sales and Marketing Efforts for Our Company. We Agree to the Following Deal, Among the Specific Points of Our Proposed Agreement Are: 1. Title - Executive Vice President and Report to Harry Neer 2. Salary Base - $240,000 Per Year 3. Three Year Severance Agreement 4. Commissions: Direct Sales - 7% for First 18 Months of Paid Revenue 5% for Next 18 Months 3% for the Life of Contract Indirect Sales - 2% Override on All Sales 5. Bonus Is a Combination of Stock and/or Cash. the Bonus Will Be Based on 60% of the Marketing/Sales Objectives and 40% of the Company Reaching Its EBITDA. We Are Defining Reaching EBITDA as 80% or Greater of Budgeted EBITDA. 6. Vesting of Stock Will Be Based on a Three Year Period and Vesting 1/3 Each Year. Stock Vesting Is Based on Number 5 of This Letter. 7. Your Benefits Will Be Identical to the Rest of the Executive Staff. 8. Business Expenses - The Policy of the Company Is to Ensure You Do Not Lose Money on Travel Nor Gain Money From Your Travel. 1 <page> Upon Accepting This Letter of Intent and Agreement, an Employment Contract Will Be Submitted to You for Review, Negotiations and Execution. if You Are in Agreement With All the Above, Indicate Such by Signing Where Indicated Below. Sincerely, /S/ Harry M. Neer - Harry M. Neer Agreed to and Accepted This 1st Day of November, 1997. /S/ William W. Wollenberg - William W. Wollenberg 2
