2003-102-RES APPROVE INCENTIVE AGREEMENT BETWEEN PEDC AND C-TECH

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on the second anniversary date of this Agreement, and the last of which shall be payable on the day preceding the seventeenth anniversary date of this Agreement. COmniencing with the second anniversary date of the Note, principal shall be payable to PEDC by the Company in annual installments of $1 00,000.00 each for the remaining fifteen years; provided, however, that the Company shall receive credits against the principal payments due thereon in an amount equal to $1.00 of principal credit for every $10.00 in the salaries which the Company has paid to all new employees working for it in the Paris, Texas location, subject to the limitations that (a) the maximum in credits from PEDC contributed in any twelve (12) month period is $100,000.00; and (b) there shall be no carry-over or accumulations of credits earned in any twelve (12) month period to the next twelve (12) month period. No credits from PEDC shall be earned by the Company during the first one (1) year term of the Note, because no principal installment is due during the first two (2) years of its term. Credits earned for the first principal payment due on the Note on its second anniversary date shall be earned during the second year of the term of the Note. No portion of the salaries, dividends, other income and profits paid to the CEO or the principal officer in charge of the Business and/or to the shareholders of the Company will be included for the purpose of calculating principal credits to be contributed by PEDC to the Company toward the annual principal installments due on the Note, nor will more than $60,000.00 of any compensation of any kind whatsoever paid to any individual director, officer or employee of the Company in anyone year be included in calculating the principal credits to be granted on the Note by PEDC. The Note will provide that it may not be prepaid in advance of its maturity without the advance written consent of PEDC. 2. Loan Agreement: Simultaneously with the execution and delivery by the Company of the Note, the Company shall enter into, execute and deliver with PEDC a Loan Agreement setting forth the relevant terms of this Agreement, which are essential to the making of advances and the administration and payment of the loan ("Loan Agreement"). The Loan Agreement will require on the date of its execution, the inclusion of a proposed budget from the Company setting forth the uses to be made by the Company of the $1,500,000 in proceeds of the Loan. The Company will agree in the Loan Agreement to utilize the loan proceeds only on inventory, equipment, costs of constructing the new building upon the Land, and salaries to new employees, in Paris, Texas, and other expenses of operating its Business in Paris, Texas. The Loan Agreement will provide that the Loan is to be funded in two installments, one of $500,000.00 commensurate with the execution and delivery of the Loan Agreement, and the other advance of $1,000,000.00 to be paid to the Company on August 15,2003, provided that the Company is in compliance with all of its obligations under this Agreement and the Loan 8