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

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WHEREAS, the Board of Directors of PEDC has determined that it is in the best interest of Paris, Texas, that these incentives be offered to the Company as described in this Agreement in order to encourage the Company to locate its business in Paris, Texas, and to create the new jobs; NOW, THEREFORE, for and in consideration of the covenants, promises, and other agreements hereinafter contained on the part of each party named herein, PEDC and the Company agree as follows: A. Obligations of PEDC. 1. PEDC will provide to the Company the incentive loan in the stated principal sum of $1,500,000.00 (hereinafter called the "Loan") described in detail in Section C, below, which shall be documented as described herein and consummated at a time mutually agreed to by the parties hereto not later than 4:00 o'clock P.M. on June 16, 2003 (the "Closing Date"). 2. Provided that the Company is not in default under this Agreement, PEDC will convey to the Company as soon as reasonably possible and at an appropriate time mutually agreed to by PEDC and the Company (in any event, to occur no later than thirty (30) days following the first anniversary date of this Agreement), a tract of land of an estimated value not to exceed $10,000.00 per acre and not to exceed five (5) acres at a mutually agreeable location situated within the new PEDC Industrial Park located in the northwest quadrant of Loop 286 in Paris, Lamar County, Texas (herein called the "Land"). Such conveyance shall be executed by PEDC and delivered to the Company simultaneously with the Company commencing construction of one or more office/warehouse buildings on the Land as the situs of its Paris, Texas business; provided, however, that the conveyance will be subject to a condition subsequent coupled with a reversionary right to PEDC if the Company should fail to complete the construction on the Land of its new building thereon by the second anniversary date of this Agreement or to conduct its Business thereon during and throughout the Term of this Agreement. 3. RIGHT OF FIRST REFUSAL: In addition to the foregoing, PEDC hereby grants to the Company for a term of five (5) years after the Effective Date of this Agreement, a preferential right to purchase up to five (5) additional acres of land to be located contiguous to one boundary line of the Land (herein called the "Option Tract"). If the Company is not in default under this Agreement, (i) should PEDC receive an offer to purchase the Option Tract from a third party (meaning anyone who is not a party to this Agreement), or (ii) should PEDC desire to donate the Option Tract, in whole or in part, to a third party (similar to the instant situation where 2