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

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any unpaid sums ow ing on the Note or under the terms of the Loan Agreement shall become immediately due and payable. 6. The person signing this Agreement on behalf of the Company is duly authorized to do so by the Board of Directors of the Company; and the Company shall deliver to PEDC on the effective date of this Agreement, a certificate of its corporate resolution authorizing the execution, delivery and performance of this Agreement and of the loan documents by the Company, together with an incumbency certificate identifying its executive officers and the officers signing the documents. E. This Agreement sets forth the entire understanding between the parties, and any other understandings or agreements (except for the loan documents), shall be canceled and superseded by this Agreement upon the date of execution hereof. None of the terms of this Agreement shall be waived, discharged, altered or modified in any respect, except by an agreement in writing signed by both parties and specifically referring to this Agreement. This Agreement is performable in Lamar County, Texas, and shall be governed by, construed and enforced in accordance with the laws of the State of Texas. The provisions of this Agreement shall apply to, bind and inure to the benefit of the PEDC, the Company, and their respective successors, and permitted assigns, if any. F. The terms and conditions of this Agreement are binding upon the successors and assigns of all parties hereto. Neither this Agreement, nor any interest therein, shall be assigned by the Company without the prior written consent ofPEDC. G. Venue for any actions arising under this Agreement or the loan documents shall lie exclusively in the courts of Lamar County, Texas, for any state court action, and in the U. S. District Court for the Eastern District of Texas for any Federal Court action. H. All representations, warranties, covenants and agreements of the parties, as well as any rights and benefits of the parties, pertaining to the transaction contemplated hereby shall survive the original execution date of this Agreement. I. Any notices required to be given hereunder shall be in writing and shall be deemed to be duly delivered by (i) mailing the same postage prepaid, by certified mail, return receipt requested, to the parties at the addresses shown beneath their signatures to this Agreement; or (ii) delivering the written notice to the other party hereto via facsimile, to the fax numbers set forth below. Addresses and fax numbers may be changed by a party only by giving written notice of such change to all other parties in accordance with this paragraph at least five (5) days in advance of delivering the notice by mail, and at least one (1) day in advance of delivering the notice by fax. 13