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<br />AGREEMENT
<br />
<br />This agreement is effective as of the .~ 5 ~ay of .:r (;\ L yo , 2007 (the "Effective
<br />Date") between C-Tech, Inc., a Minnesota corporation ("C-Tech"), Paris Economic
<br />Development Corporation, a Texas non-profit corporation and any affiliate thereof ("PEDe'),
<br />Paris Holdings, LLC, a Texas limited liability company formerly known as Meshbesher
<br />Properties, LLC ("Holdings"), Mike Meshbesher, a Minnesota resident ("Meshbesher"), and
<br />Indigo Holdings, LLC, a Minnesota limited liability company ("Indigo'), a member of
<br />Holdings, said parties herein collectively referred to as "the Parties".
<br />
<br />C-Tech and PEDC are parties to an incentive agreement dated June 16, 2003 (as
<br />amended, the "Incentive Agreement") and a loan agreement dated June 16, 2003 (as amended,
<br />the "Loan Agreement') whereby, among other things, PEDC agreed to convey certain land
<br />situated in Paris, Texas (the "Real Property") to C- Tech at a later date and grant C- Tech certain
<br />economic incentives in consideration of C-Tech's agreement to conduct business on the Real
<br />Property, create new jobs over a certain period of time, and execute and deliver a non-interest
<br />bearing promissory note in favor of PEDC with an original principal amount of $1,500,000 (as
<br />amended, the "Note"), as amended by that certain First Amendment to Note and Incentive
<br />Agreement and Loan Agreement effective as of April 7, 2005 between PEDC, C-Tech,
<br />Meshbesher and Indigo (the "Amendment").
<br />
<br />Pursuant to the Amendment PEDC agreed, among other things and in consideration of
<br />certain obligations and duties of C- Tech, Holdings, Meshbesher, and Indigo set forth therein, to
<br />convey the Real Property to Holdings rather than to C- Tech. PEDC conveyed the Real Property
<br />to Holdings by warranty deed dated April 7, 2005 and effective April 14, 2005. Meshbesher and
<br />Indigo are the sole owners of Holdings.
<br />
<br />Any and all liabilities and/or obligations of any party hereto (other than PEDC) to PEDC
<br />or pursuant to any agreement or document of any party hereto for the benefit of PEDC shall be
<br />referred to collectively and aggregately as the "Obligations').
<br />
<br />The parties now desire to modify their relationships according to the terms set forth
<br />herein.
<br />
<br />The parties hereby agree as follows:
<br />
<br />I. Affirmation of Prior Agreements. As between or among the Parties, all Obligations
<br />remain in full force and effect until all provisions ofthis Agreement have been completed and all
<br />payments provided for herein have been paid.
<br />
<br />2. Payments to PEDC. On the Effective Date, C- Tech shall initiate a wire transfer to
<br />PEDC in the amount of $250,000 pursuant to wire transfer instructions provided by PEDC. On
<br />or before December I, 2007, C-Tech shall pay to PEDC an additional $50,000. Beginning on
<br />September I, 2007, C-Tech shall pay PEDC Six Thousand Dollars ($6,000) per month on the
<br />first day of each month for thirty-two (32) consecutive months with a final payment on the first
<br />day of the thirty-third (33) month of $8,000, for an aggregate payment of $200,000. The date all
<br />such payments have been made shall be referred to as the "Final Payment Date."
<br />
<br />510918.18
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