extent otherwise provided by the Board), as an officer and/or director of any subsidiary or affiliate of the Employer.

          (b) Location. The Executive shall be assigned to and work from the Employers office in the Houston, Texas metropolitan area.

          (c) Other Interests. While employed hereunder, the Executive will devote his full time, efforts, energy and skills to, and his best efforts for, the benefit of and to the affairs of the Employer in order that he may faithfully perform his duties and obligations. The preceding sentence will not, however, be deemed to restrict the Executive from engaging in passive personal investments provided that such activities are reasonable in scope and time commitment and not otherwise in violation of this Agreement. The Executive may serve on the board of directors or trustees of professional and charitable organizations and other business entities not affiliated with the Employer, provided that such activities are reasonable in scope and time commitment and with the prior written disclosure to, and consent of, the Board or an authorized committee thereof.

Section 2. Compensation and Benefits.

          (a) Base Salary. The Employer will pay to the Executive beginning on the Commencement Date and throughout the term of this Agreement, a base salary at the rate of at least $650,000 per annum (such base salary, if and as increased by the Compensation Committee or other authorized committee of the Board, is referred to herein as the Base Salary). The Compensation Committee or other authorized committee of the Board will review the Base Salary each calendar year commencing in 2007 during the term of this Agreement and may increase but not decrease the Base Salary. The Base Salary will be paid to the Executive in installments every two weeks or on such other schedule as the Employer may establish from time to time for payment of salary to its executives.

          (b) Bonuses. The Employer will pay to the Executive a one-time sign-on bonus in the amount of $500,000 in cash within 30 days following the Commencement Date and a year-end bonus of $300,000 prior to January 1, 2007. The Executive will be granted an award for 2006 under the Employers Management Incentive Plan with an incentive opportunity equal to between 37.5% of his initial Base Salary (pro-rated for the portion of 2006 during which the Executive is an employee of the Employer (i.e., the period after the Commencement Date)) at the threshold level of performance (as such term is used under the Management Incentive Plan), 75% of his initial Base Salary (pro-rated for the portion of 2006 during which the Executive is an employee of the Employer (i.e., the period after the Commencement Date)) at the target level of performance (as such term is used under the Management Incentive Plan) and 150% of his initial Base Salary (pro-rated for the portion of 2006 during which the Executive is an employee of the Employer (i.e., the period after the Commencement Date)) at the maximum level of performance (as such term is used under the Management Incentive Plan). The terms of the Executives 2006 award under the Management Incentive Plan shall otherwise be in accordance with the terms of the Management Incentive Plan and substantially similar to (for the avoidance of doubt, based upon the same performance criteria, performance goals and relative weighting of such criteria) the 2006 awards there under to other executive officers. The Executive shall participate in the Employers current Management Incentive Plan (or any subsequent cash bonus

plan) in future years in accordance with the terms of such plan and as determined by the Board or an authorized committee thereof.

          (c) Equity Compensation Grants. Effective on the Commencement Date, the Executive will be granted options (the Initial Option Grant) to purchase 100,000 shares of the Employers common stock, $.01 par value (Common Stock) pursuant to the Employers 2005 Stock Incentive Plan (the Share Incentive Plan). The purchase price for each share of Common Stock subject to the Initial Option Grant shall be equal to 100% of the Fair Market Value (as such term is defined in the Share Incentive Plan) of a share of Common Stock on the effective date of the grant which shall be the Commencement Date. Subject to the terms of the Share Incentive Plan and the option agreement evidencing the Initial Option Grant, the Initial Option Grant shall (i) have a term of 10 years (which term shall begin on the Commencement Date) and (ii) vest and become exercisable (subject to acceleration in certain cases) with respect to one-third of the options included in such grant on each of the first three anniversaries of the Commencement Date. All other terms of the Initial Option Grant shall be as provided in the Share Incentive Plan and the form of option agreement attached hereto as Exhibit A. On the Commencement Date, the Executive also will be awarded two restricted stock awards pursuant to the Share Incentive Plan: (1) 100,000 restricted shares of Common Stock the forfeiture restriction on which shall lapse (subject to acceleration in certain cases) with respect to one-third of such shares on each of the first three anniversaries of the Commencement Date (the Time Based Stock Grant) and (2) 20,000 restricted shares of Common Stock the forfeiture restrictions on which shall lapse (subject to acceleration in certain cases) with respect to such shares on the second anniversary of the Commencement Date based upon the Boards determination that certain key management goals agreed upon and set mutually by the Board and the Executive within 30 days after the Commencement Date have been met (the Performance Based Stock Grant). All other terms of the Time Based Stock Grant and the Performance Based Stock Grant shall be as provided in the Share Incentive Plan and the forms of restricted stock award agreements attached hereto as Exhibits B and C, respectively. The Executive shall be entitled to receive stock options and other equity based awards in the future under the Employers equity plans (including as part of the January 2007 award exercise) in amounts and under terms set from time to time in the discretion of the Board or an authorized committee thereof.

          (d) Perquisites. During his employment hereunder, the Executive shall be afforded the following benefits as incidences of his employment:

          (i) Vacation. The Executive will be entitled to 30 work days of Paid Time Off (as defined in the Employers PTO policy) each calendar year (subject to pro-ration for any partial calendar year). The ability to carry over earned Paid Time Off from one year to the next or to receive payment in lieu of such Paid Time Off shall be in accordance with the Employers PTO policy applicable to executives generally and in effect from time to time.

          (ii) Business and Entertainment Expenses. The Executive will be reimbursed in accordance with the Employers normal expense reimbursement policy and procedures for all of the actual, reasonable and appropriate expenses incurred by him in the performance of his services and duties to the Employer hereunder, including travel and entertainment expenses. The Executive will furnish the Employer with invoices and

vouchers reflecting amounts for which the Executive seeks the Employers reimbursement in accordance with the Employers reimbursement policies and procedures in effect from time to time.

          (iii) Health Insurance and Other Benefits. The Executive will be allowed to participate in all insurance and retirement or savings plans (at a level appropriate to his position) and other benefit plans or programs as may be in effect from time to time for the executive officers of the Employer including those related to savings and thrift, retirement, employee stock purchase, nonqualified deferred compensation, welfare, medical, dental, disability, salary continuance, accidental death or life insurance, and membership in business and professional organizations. Further, the Executives spouse, dependents and beneficiaries will be allowed to participate in such plans and programs to the extent permitted under such plans and programs respective terms. The Employer shall not, however, by reason of this paragraph be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such benefit plan or program, so long as such changes are applicable to executive officers generally.

          (iv) Club Membership. The Executive will be reimbursed for the initiation fees and cost of joining one recreational, social, sports or country club in the Houston, Texas metropolitan area to be mutually agreed between the Executive and the Board and will be reimbursed for dues related to such club in accordance with the Employers policy applicable to executive officers and in effect from time to time.

          (v) Automobile. The Executive will be provided a monthly vehicle allowance in accordance with the Employers automobile policy applicable to executive officers and in effect from time to time.

          (vi) Indemnification Agreement/D&O Insurance. The Executive will receive indemnification from the Employer for claims arising as a result of actions taken as officer or director as provided in the Employers bylaws and be provided coverage to the extent maintained under the Employers D&O insurance. On or before the Commencement Date, the Employer will execute and deliver to the Executive the form of Indemnification Agreement attached hereto as Exhibit D.

          (e) Withholding Taxes and Benefit Payments. All salary, bonus and other payments made or benefits provided by the Employer to the Executive pursuant to this Agreement will be subject to (i) such payroll and withholding deductions as may be required by applicable law and (ii) other deductions applied generally for insurance and other employee benefit plans in which the Executive participates.

Section 3. Fiduciary Duty; Confidentiality.

          (a) Fiduciary Duty. The Executive agrees and acknowledges that he owes fiduciary duties, including duties of loyalty and due care, that require him to act at all times in the course of his employment in the best interests of the Employer and to do no act knowingly which would injure the Employers business, its interests or its reputation. In keeping with such duties, the Executive shall make full disclosure to the Employer of all business opportunities

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pertaining to the Employers business and shall not appropriate for the Executives own benefit business opportunities concerning the Employers business.

          (b) Avoidance of Conflicts of Interest. In keeping with the Executives fiduciary duties to the Employer, the Executive agrees that he will not knowingly take any action that would create a conflict of interest with the Employer, or upon discovery thereof, allow such a conflict to continue. In the event that the Executive discovers that such a conflict exists or may exist, the Executive agrees that he will disclose to the Board any facts or circumstances which might involve a conflict of interest that has not been previously approved by the Board.

          (c) Intellectual Property and Proprietary Information. The Executive acknowledges that the Employer will disclose to the Executive, or place the Executive in a position to have access to or develop trade secrets and proprietary information of the Employer or its affiliates, and shall entrust the Executive with business opportunities of the Employer or its affiliates, and shall place the Executive in a position to develop business goodwill on behalf of the Employer or its affiliates. All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed, or acquired by the Executive, individually or in conjunction with others, during the Executives employment by the Employer (whether during business hours or otherwise and whether on the Employers premises or otherwise) which relate to the Employers business, products, or services (including all such information relating to corporate opportunities, research, financial and sales data, pricing terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or their requirements, the identity of key contacts within the customers organizations, or marketing and merchandising techniques) are and shall be the sole and exclusive property of the Employer and shall be disclosed to the Employer. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps, and all other writings or materials of any type (Documents) embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of the Employer. If, during the Executives employment by the Employer, the Executive creates any work of authorship fixed in any tangible medium of expression which is the subject matter of copyright (such as videotapes, written presentations, computer programs, E-mail, voice mail, electronic databases, drawings, maps, architectural renditions, models, manuals, brochures, or the like) relating to the Employers business, products, or services, whether such work is created solely by the Executive or jointly with others (whether during business hours or otherwise and whether on the Employers premises or otherwise), the Employer shall be deemed the author of such work if the work is prepared by the Executive in the scope of the Executives employment; or, if the work is not prepared by the Executive within the scope of the Executives employment but is specially ordered by the Employer, then the work shall be considered to be work made for hire and the Employer shall be the author of the work. If such work is neither prepared by the Executive within the scope of the Executives employment nor a work specially ordered that is deemed to be a work made for hire, then the Executive hereby agrees to assign, and by these presents does assign, to the Employer all of Executives worldwide right, title, and interest in and to such work and all rights of copyright therein. Both during the period of the Executives employment by the Employer and thereafter (in the latter case, subject to reimbursement of all reasonable expenses incurred in doing so), the Executive shall assist the Employer and its nominees, at any time, in the protection of the Employers worldwide right, title, and interest in and to information, ideas,

concepts, improvements, discoveries, and inventions, and its copyrighted works, including the execution of all formal assignment documents requested by the Employer or its nominees and the execution of all lawful oaths and applications for patents and registration of copyright in the United States and foreign countries.

          (d) Nondisclosure. The Executive agrees to protect and safeguard the Employers and its affiliates information, trade secrets, ideas, concepts, improvements, discoveries and inventions, and any proprietary, confidential and other information relating to the Employer or its affiliates or its or their business (collectively, Confidential Information) and, except as may be required by the Employer, the Executive will not, either during his employment by the Employer or thereafter, directly or indirectly, use for his own benefit or for the benefit of another, or disclose to another, any Confidential Information, except (i) with the prior written consent of the Employer; (ii) in the course of the proper performance of the Executives duties under this Agreement; (iii) for information that becomes generally available to the public other than as a result of the unauthorized disclosure by the Executive; (iv) for information that becomes available to the Executive on a non-confidential basis from a source other than the Employer or its affiliates who is not bound by a duty of confidentiality to the Employer; or (v) as may be required by any applicable law, rule, regulation or order. As a result of the Executives employment by the Employer, the Executive may from time to time have access to, or knowledge of, confidential business information or trade secrets of third parties, such as customers, suppliers, partners and joint venturers of the Employer and its affiliates. The Executive agrees to preserve and protect the confidentiality of such third party confidential information and trade secrets to the same extent, and on the same basis, as the Employers Confidential Information.

          (e) Return of Intellectual Property and Employer Information. Upon termination of his employment with the Employer for any reason, the Executive will immediately deliver to the Employer all property of the Employer or any of its affiliates including all Documents in the Executives possession or under his control (including all copies thereof) which embody any of the intellectual property and proprietary information described in Section 3(c) or any Confidential Information. All payments and benefits due or to be paid to the Executive shall be contingent upon the Executive complying with this Section 3(e) and providing a written certification to the Employer to that effect.

          (f) Non-disparagement. The Executive shall refrain, both during his employment and thereafter, from making any disparaging oral or written statements about the Employer, any of its affiliates or any of such entities directors, executive officers or employees provided that this provision shall not restrict the Executives ability to review other employees performance while he is employed by the Employer, to provide information in connection with any internal investigation by the Board, the Employer or its internal auditors, or to respond to inquiries from governmental entities. The Employer shall refrain, and shall use its reasonable efforts to cause its directors and officers to refrain, both during the Executives employment and thereafter, from making publicly any disparaging oral or written statements about the Executive, provided that this sentence shall not restrict the ability of the Board, the Employer or its employees or internal auditors to conduct reviews of the Executives performance, to provide information in connection with any internal investigation or to respond to inquiries for references or from governmental entities.

Section 4. Term.

     Unless sooner terminated pursuant to other provisions hereof, the Employer agrees to employ the Executive under this Agreement for the period beginning on the first day that the Executive actually commences his employment with the Employer (the Commencement Date) which shall occur on or prior to October 16, 2006 and ending on the third anniversary of the Commencement Date; provided, however, that beginning on the day prior to the third anniversary of the Commencement Date, the term of employment under this Agreement shall be extended automatically on such date and on the day prior to each subsequent anniversary date of the Commencement Date (each an Annual Renewal Date) for an additional one-year period; and provided, further, however, that if, at any time 60 days prior to any such Annual Renewal Date, either party shall give written notice to the other that no such automatic extension shall occur, then this Agreement shall not be extended or further extended. Notwithstanding the foregoing, upon the occurrence of a Change in Control (as defined in Section 6(g) hereof) during the term of this Agreement, including any extensions thereof, this Agreement shall automatically be extended until the end of the Effective Period (as defined in Section 6(d) hereof).

Section 5. Termination of Employment.

          (a) Employers Right to Terminate. Notwithstanding the provisions of Section 4, the Employer shall have the right to terminate the Executives employment:

          (i) upon the Executives death;

          (ii) upon the Executive becoming incapacitated by accident, sickness or other circumstances which renders him mentally or physically incapable of performing the duties and services required of him hereunder with reasonable accommodation on a full-time basis for a period of at least 120 days during any 180 day period;

          (iii) for Cause, which for purposes of this Agreement shall mean the Executive (A) has engaged in gross negligence or willful misconduct which causes or could reasonably be expected to be materially injurious to the Employer or any of its affiliates, (B) has willfully refused without proper legal reason to perform the duties and responsibilities assigned to him by the Board (other than as a result of Disability) and such refusal continues for 5 business days after written demand to the Executive for performance (specifying the manner in which the Executive has willfully failed to perform) from the Employer, (C) has materially breached any provision of this Agreement or any corporate policy, including substance abuse policies, ethics policies or any code of conduct maintained and established by the Employer in writing that is applicable to the Employers executives and such breach is incapable of being cured or remains uncured by the Executive for 5 business days after written notice to the Executive of the breach, (D) has willfully engaged in conduct that he knows or should have known is materially injurious to the Employer or any of its affiliates, including fraud or misappropriation, or (E) has been convicted of a misdemeanor involving moral turpitude (which shall not in any event include any offense involving operation of a motor vehicle) or a felony; provided that no act or failure to act by the Executive shall be considered willful unless done or omitted to be done by him without a reasonable belief

that his action or omission was in or not opposed to the best interest of the Employer; and provided, further that the Executive shall not be deemed to have been terminated for Cause pursuant to clauses (A) through (D) of this Section 5(a)(iii) unless and until there shall have been a duly adopted resolution by a vote of a majority of the entire Board (for purposes of determining the number of directors that constitute a majority of the entire Board, the term entire Board shall mean the number of directors then serving on the Board excluding the Executive and any directors who do not participate in the meeting or abstain from voting, in either case due to a conflict of interest) at a meeting of the Board called and held (after 5 business days notice to the Executive) at which the Executive and his counsel are provided an opportunity to be heard before the Board a resolution that termination for Cause is warranted; or

          (iv) for any other reason whatsoever in the sole discretion of the Board at any time after the expiration of 90 days following the Commencement Date.

          (b) Executives Right to Terminate. Notwithstanding the provisions of Section 4, the Executive shall have the right to terminate his employment:

          (i) upon a material breach by the Employer of any of its compensation obligations under this Agreement which, if correctable, remains uncorrected for 30 days following receipt by the Board of written notice of such breach from the Executive specifying the claimed breach;