2.2          Disclosed Previous Agreements .   As of the Effective Date, Executive has not violated any lawful obligations to any previous employer.  Executive acknowledges Company’s instructions not to breach any such lawful obligations.

2.3          No Use of Previous Employer Information .   During the Employment Term and thereafter, Executive will not use or disclose to Company or Parent, or to any affiliate, subsidiary, investor, owner, shareholder, franchisee, franchisor or other related entity (each a “ Related Entity ”) of Company, or to any other Person (as defined below), any confidential or proprietary information or trade secrets of any of Executive’s previous employer(s) or any Related Entity of such employer(s), and will not bring onto Company’s premises, or access, such confidential or proprietary information or trade secrets, unless consented to in writing by such employer(s) or Related Entity and then only with the prior written authorization of Company.  For purposes of this Agreement, “ Person ” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, and/or a governmental entity or any department, agency, or political subdivision thereof.

2.4          Understands Agreement .   Executive acknowledges that Executive has read this Agreement before signing it, has had the opportunity to consult with and be advised by counsel about it, and fully understands its purposes, terms, and provisions, which Executive hereby expressly acknowledges to be reasonable in all respects.

2.5          Material Breach .   Executive acknowledges that any breach of Section 2 (including subparts) by Executive will constitute a material breach of this Agreement.

3.                                       Duties and Responsibilities .

3.1          VP of Sourcing . During the Employment Term, Executive’s duties and responsibilities will be those typically performed by a VP of Sourcing of a nationwide commercial enterprise in the Business, and otherwise as reasonably and lawfully directed by the Board, its designee, the CEO or the CEO’s designee.  Company may adjust the duties and responsibilities of the Executive notwithstanding the specific title set forth in Section 1.1, based upon Company’s needs from time to time.  Executive will devote substantially all of Executive’s business time, energy, and skill to performing the Services and will perform all obligations hereunder diligently, faithfully, and to the best of Executive’s abilities, except during times of vacation, illness, incapacity, or other approved leave.  It shall not be a violation of this Agreement for the Executive to serve on industry, civic, community, charitable, religious, educational or for-profit boards so long as such service is with the approval of the Board or the CEO and does not unreasonably interfere with the Executive’s performance of his duties hereunder.  Executive shall strictly adhere to and obey all applicable policies and practices now in effect or subsequently promulgated or revised governing the conduct of employees of Company.  In the event of conflict or inconsistency between this Agreement and the employee policies and written manuals of Company, the terms of this Agreement shall govern.

3.2          Board .  During the Employment Term, Executive shall serve, if elected or appointed, as an officer of any subsidiary or affiliate of Parent.

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4.                                       Employment Term; Termination .

4.1          Employment Term .  Subject to the terms and conditions of this Agreement, Executive’s employment under this Agreement commences on the Effective Date, and will continue through and until December 31, 2009 (the “ Employment Term ”), subject to prior termination pursuant to the provisions of Section 4.2 .  The Employment Term will automatically renew for a period of one (1) year (a “ Renewal Term ”) beginning on January 1, 2010, and thereafter on each anniversary of such date, without the need for any action by either Party, unless Executive’s employment is terminated in accordance with the provisions of Section 4.2 .  For the purposes of this Agreement:  (a) the term “ Employment Term ” includes any Renewal Term that has occurred or that is in effect, as applicable according to the provisions of this Agreement; and (b) the last date of Executive’s employment with Company is referred to herein as the “ Termination Date .”

4.2                                Termination .

(a)           Death . This Agreement will automatically and immediately terminate upon the death of Executive, and Executive (e.g., Executive’s heirs or estate) will be entitled to limited Severance Benefits (as defined below).

(b)           Disability .  This Agreement may be terminated by either Party upon written notice to the other in the event Executive becomes unavailable to work due to a Disability (as defined in this Section).  As used herein, “ Disability ” means Executive’s becoming incapacitated by accident, sickness, or other circumstances that, in the reasonable judgment of Company, renders or is expected to render Executive mentally or physically incapable of performing the essential duties and services required hereunder, where (i) such incapacity has been determined to exist by the disability insurance carrier for Company, or (ii) Company has determined, based on competent professional advice, that such incapacity has continued or will continue for at least ninety (90) consecutive calendar days, or 180 non-consecutive calendar days, within a calendar year.  If Executive’s employment is terminated due to a Disability, Executive will not be entitled to any Severance Benefits.  In conjunction with determining mental and/or physical disability for purposes of this Agreement, the Executive hereby consents to (x) any examinations that the Board or Compensation Committee of Parent deems relevant to a determination of whether the Executive is mentally and/or physically disabled, or are required by Company’s designated physician, (y) furnish such medical information as may be reasonably requested, and (z) waive any applicable privilege that may arise because of such examination.

(c)           Cause .  In addition to any other rights or remedies available to Company during the Employment Term, in its sole discretion Company may terminate Executive’s employment for Cause (as defined in this Section) effective immediately upon delivery of written notice to Executive, and Executive will not be entitled to any Severance Benefits.  As used herein, “ Cause ” means any of the following:  (i) Company’s determination that Executive has materially neglected, failed, or refused to render the Services or perform any other material duties or obligations under this Agreement; (ii) Company’s determination that Executive has otherwise materially violated any provision of this Agreement, including, without limitation, violation of Company policies regarding drugs and alcohol, discrimination, harassment, retaliation, honesty, confidentiality, and/or other employee misconduct, whether

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now in effect or subsequently promulgated or revised; (iii) Executive’s conviction for, or entry of a plea of no contest with respect to, any felony, crime of moral turpitude, or other crime that adversely affects or (in Company’s reasonable judgment) may adversely affect Company, the ability of Executive to provide the Services, or any of the other Company Parties (as defined below); (iv) any act or omission of Executive involving fraud, theft, dishonesty, disloyalty, or illegality with respect to, or that harms or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; or (v) any act or omission of Executive constituting the knowing or intentional violation of applicable law with respect to, or that harms or embarrasses or (in Company’s reasonable judgment) may harm or embarrass, Company or any of the other Company Parties; provided, however , that with respect to clauses (i) and (ii) of this Section, if such breach or violation is susceptible to cure, Company may not terminate Executive’s employment for Cause unless Company provides Executive with written notice specifying such breach or violation, in reasonable detail, and Executive fails to cure or remedy such breach or violation within fifteen (15) days after receipt of such notice; provided further , that the Board of Company shall have the sole discretion to determine whether such a breach or violation is subject to cure, and if so, whether the Executive successfully effected a cure following notice.

(d)           Good Reason .  Executive may terminate employment with Good Reason at any time upon notice to Company.  For the purpose of this Agreement, “ Good Reason ” means, in the absence of Executive’s consent:  (A) the material breach by Company of any material compensation or material benefit obligation to Executive under this Agreement; or (B) a material reduction in Executive’s Base Salary within one (1) year following a Change of Control (as defined below); or (C) a material diminution in Executive’s job duties within one (1) year following a Change of Control, provided, however , that Good Reason shall only exist if the Company fails to correct or cure the Good Reason condition within a period of forty-five (45) days, after being provided with written notice (describing the Good Reason condition in reasonable detail) by Executive within thirty (30) days of the initial existence of the alleged Good Reason condition.  Should it be determined by Company, by a court of competent jurisdiction, or by a duly authorized arbitrator that Executive has resigned for Good Reason, Executive will be entitled to the Severance Benefits provided in Section 7.2(a) .

(i)           Change of Control .  For the purpose of this Agreement, “ Change of Control ” means the occurrence of any of the following events: (w) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), other than one or more Permitted Holders (as defined below), is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Parent representing twenty-five percent (25%) or more of the combined voting power of the Parent’s then outstanding securities; (x) any change or changes are made in the composition of the Parent’s Board of Directors within a two-year period as a result of which less than a majority of the directors are (1) persons who were directors at the beginning of that two-year period or (2) persons who were elected or nominated for election as directors with the affirmative vote or consent of at least a majority of the incumbent directors at the time of that election or nomination, but not including any person whose election or nomination was or is in connection with an actual or threatened proxy contest regarding the election of the Parent’s directors; (y) the Parent is merged or consolidated with another

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corporation or other entity (other than one or more Permitted Holders or any entity controlled by one or more Permitted Holders) and, as a result of the merger or consolidation, less than seventy-five percent (75%) of the outstanding voting securities of the surviving or resulting corporation or other entity, as the case may be, are “beneficially owned” (within the meaning of Rule 13d-3 under the Exchange Act), directly or indirectly, immediately after the merger or consolidation by persons who or which beneficially owned the outstanding voting securities of the Parent immediately before the merger or consolidation; or (z) the Parent transfers, sells or otherwise disposes of all or substantially all of its assets to another corporation or other entity which is not an affiliate of the Parent.  “ Permitted Holders ” means Capital Southwest Venture Corporation and its affiliates and Roger R. Adams and his affiliates.

(e)          Discretionary .

(i)            By Executive Upon Notice .  Executive may terminate his employment effective as of the end of the Employment Term, by providing Company with a written notice of non-renewal at least ninety (90) days prior to the end of the Employment Term, in which event Executive will not be entitled to any Severance Benefits.  If such a notice of non-renewal is given, then employment pursuant to this Agreement will continue until the end of the Employment Term; provided, however , that upon receipt of such a notice, Company may instruct Executive in writing to cease work pursuant to this Agreement, not to report to Company’s offices, and/or not to attend any Company business functions, ceasing Executive’s compensation and benefits pursuant to this Agreement as of the effective date of such instructions, and creating an earlier Termination Date than noticed by Executive, without otherwise affecting the denial of Severance Benefits; provided further , that Executive will receive compensation and benefits pursuant to this Agreement for two (2) weeks following the effective date of such instructions.

(ii)           By Executive Without Notice .  Executive may terminate employment at any time without Good Reason and without the formal notice and completion of the Employment Term as provided in Section 4.2(e)(i) , in which event Executive will not be entitled to any Severance Benefits.  In response to such a termination by Executive, Company may instruct Executive to cease work pursuant to this Agreement, not to report to Company’s offices, and/or not to attend any Company business functions, ceasing Executive’s compensation and benefits pursuant to this Agreement as of the effective date of such instructions, and creating an earlier Termination Date than planned or noticed by Executive, without otherwise affecting the denial of Severance Benefits.

(iii)          By Company Upon Notice .  Company may terminate Executive’s employment effective as of the end of the Employment Term, by providing Executive with a written notice of non-renewal at least ninety (90) days prior to the end of the Employment Term, in which event Executive will not be entitled to any Severance Benefits.  If such a notice of non-renewal is given, then employment pursuant to this Agreement will continue until the end of the Employment Term, provided, however , that upon or after delivery of such a notice, Company may instruct Executive to cease work

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pursuant to this Agreement, not to report to Company’s offices, and/or not to attend any Company business functions from the date of the notice of such non-renewal through the end of the Employment Term, while continuing to pay compensation and benefits to Executive pursuant to this Agreement, without otherwise affecting the denial of Severance Benefits.

(iv)          By Company Without Notice .  Company may terminate Executive’s employment at any time without Cause and without the notice and completion of the Employment Term as required by Section 4.2(e)(ii) , in which event Executive will be entitled to the Severance Benefits provided in Section 7.2(a) .

(f)            Change of Control .  If Company terminates Executive’s employment without Cause (with or without notice) within one (1) year following a Change of Control, Executive will be entitled to the Severance Benefits provided in Section 7.2(b) .  If Company effectuates such a termination upon delivery of an advance written notice, Company may instruct Executive to cease work pursuant to this Agreement, not to report to Company’s offices, and/or not to attend any Company business functions from the date of such notice through the through the end of the notice period, while continuing to pay Executive compensation and benefits pursuant to this Agreement during the term of the notice period, without otherwise affecting the Executive’s right to Severance Benefits.

5.                                       Salary, Bonus, and Business Expenses .

5.1          Base Salary .  During the Term, Company will pay Executive a base salary at the rate of ONE HUNDRED FORTY-FIVE THOUSAND DOLLARS AND NO/100 ($145,000.00) per annum (the “ Base Salary ”), payable in regular installments in accordance with Company’s general payroll practices and subject to all applicable deductions and withholdings as allowed by law.  So long as Executive is employed by Company or one of its affiliates and living in China (or outside the United States, at the request of Company), Company will pay Executive an ex-patriot adjustment of thirty-five percent (35%) of the Base Salary, payable in equal semi-monthly installments in accordance with Company’s general payroll practices and subject to all applicable deductions and withholdings as allowed by law.  Executive’s Base Salary for any partial year will be prorated based upon the number of days elapsed in such year.  Executive’s pay may be changed by Company from time to time, as Company deems appropriate in its sole discretion (but may not be decreased without Executive’s consent), by way of an addendum or other documentation, without otherwise affecting this Agreement (except as may be set forth in such addendum or other documentation).  Notwithstanding any change in pay, the employment of Executive will be construed as continuing under this Agreement, without the necessity of Executive’s execution of any further instrument.

5.2          Annual Bonus .  During the Employment Term, Executive will be eligible for an annual incentive bonus consisting of up to 25% of annual Base Salary, as determined by the Board or Compensation Committee of Parent in its sole discretion (collectively, “ Annual Bonus ”).  The opportunity to earn an Annual Bonus and the amount of any Annual Bonus will be determined in accordance with criteria (“ Bonus Criteria ”) established by the Board or Compensation Committee of Parent.  Executive acknowledges that application of the Bonus Criteria will be discretionary, with discretion resting with the Board or Compensation Committee

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of Parent.  Payment of the Annual Bonus, if any, will be made in a single sum cash payment between January 1 and March 15 of the calendar year following the calendar year in which the Annual Bonus is earned.  The amount and/or basis for earning the Annual Bonus may be changed by Company from time to time, as Company deems appropriate in its sole discretion, by way of an addendum or other documentation, without otherwise affecting this Agreement (except as may be set forth in such addendum or other documentation).  Notwithstanding any such change in the Annual Bonus, the employment of Executive will be construed as continuing under this Agreement, without the necessity of Executive’s execution of any further instrument.

5.3          Business and Other Expenses .   Subject to Executive’s compliance with all applicable expense policies and procedures, Company will reimburse Executive for all reasonable travel, lodging, long distance telephone, and other business costs and expenses reasonably incurred by Executive to render Services pursuant to this Agreement.  In addition, Executive shall be entitled to receive those certain reimbursements and benefits to the extent set forth on Annex A , which Company and Executive shall update annually.  Notwithstanding the preceding sentences, or any provision in the applicable expense reimbursement policy or procedure to the contrary, if an expense reimbursement would constitute taxable income to Executive:  (a) the amount of expenses eligible for reimbursement during any calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year; (b) the reimbursement by Company of an eligible expense shall be made on or before December 31 of the calendar year following the calendar year in which the expense is incurred; and (c) the right to reimbursement for expenses shall not be subject to liquidation or exchange for another benefit.

5.4          Tax Withholding; Offsets .  Company may deduct from any compensation or other amount payable to Executive under this Agreement, social security (FICA) taxes and all federal, state, municipal, or other such taxes or governmental charges as may now be in effect or that may hereafter be enacted or required.  Executive further authorizes Company to make deductions from Executive’s compensation, including, without limitation, Executive’s final paycheck, that are necessary for Company to recover for property damages or property not returned by Executive, and/or to recover overpayments, improper expenses, loans, and/or advances paid to Executive.

6.                                       Benefits .

6.1          Benefit Plans .  During the Employment Term, Executive will be entitled to participate in all employee benefit plans and programs and to receive all benefits for which similarly situated executives within Company generally are eligible under any plan or program now in place or established later by Company, on the same basis as such executives.  Executive’s benefits may be changed by Company from time to time, as Company deems appropriate in its sole discretion, without otherwise affecting this Agreement.  Nothing in this Agreement will preclude Company from amending or terminating any of the benefit plans or programs applicable to Executive as long as such amendment or termination is applicable to all similarly situated employees.  Notwithstanding any change in benefits, the employment of Executive will be construed as continuing under this Agreement, without the necessity of Executive’s execution of any further instrument.

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6.2          Vacation .  While employed by Company, Executive will be entitled to  four (4) weeks of paid vacation per calendar year, to be accrued and taken in accordance with Company’s normal vacation policy applicable to senior executives.  Executive’s vacation term for any partial year will be prorated based upon the number of days of Executive’s employment in such year.  Accumulation and payment of vacation benefits, and loss of unused vacation time, if any, shall be determined and governed in accordance with Company policy and procedure.  Nothing in this Agreement will preclude Company from amending the vacation policy applicable to Executive as long as such amendment is applicable to all similarly situated employees.  Notwithstanding any change in vacation policy, the employment of Executive will be construed as continuing under this Agreement, without the necessity of Executive’s execution of any further instrument.

7.                                       Rights On Termination .

7.1          Without Severance Benefits .   If Executive’s employment under this Agreement is terminated by reason of Executive’s death or Disability pursuant to Sections 4.2(a)  or 4.2(b) , by Company for Cause pursuant to Section 4.2(c) , by Executive without Good Reason pursuant to Sections 4.2(e)(i)  or 4.2(e)(ii) , or by Company for non-renewal pursuant to Section 4.2(e)(iii) , then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following:

(a)           any amount of unpaid Base Salary earned by Executive through the Termination Date, paid in the same manner and on the same date as would have occurred if Executive’s employment under this Agreement had not ceased;

(b)           any amount of unpaid Annual Bonus or other bonus that Company in its sole discretion may deem to be earned by Executive through the Termination Date, paid in the same manner and on the same date as would have occurred if Executive’s employment under this Agreement had not ceased; provided, however , that no Annual Bonus will be paid for any partial year of work (i.e. for any year during which the Executive was not employed with Company throughout that year, through and including the last day of the year);

(c)           all unpaid reimbursable expenses due to Executive under this Agreement as of the Termination Date, subject to Executive’s compliance with Company’s expense reimbursement policies, paid in accordance with the terms of Company’s policies, practices, and procedures regarding reimbursable expenses, and subject to the provisions in Section 5.3 as applicable to reimbursements of expenses that constitute taxable income to Executive;

(d)           all unpaid benefits that have been earned by or vested in Executive under, and subject to the terms of, the employee benefit plans, insurance policies, or arrangements of Company in which Executive participated through the Termination Date, paid in accordance with the terms of the employee benefit plans, insurance policies, or arrangements under which such amounts are due to Executive; and

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(e)           an amount equal to all accrued and unused vacation pay, calculated in accordance with Company’s vacation policies, practices, and procedures, earned by Executive through the Termination Date, paid in accordance with the terms of Company’s policies, practices, and procedures regarding vacation pay; provided, however , that such payment will be made in a single sum cash payment within sixty (60) days after the Termination Date.

7.2          With Severance Benefits .  Subject to the requirements of Section 7.3 , if Executive’s employment under this Agreement is terminated by reason of Executive’s death pursuant to Section 4.2(a) , by Executive for Good Reason pursuant to Section 4.2(d)  within ninety (90) days of the initial existence of the Good Reason condition, by Company without Cause pursuant to Section 4.2(e)(iv) , or by Company without Cause following a Change of Control pursuant to Section 4.2(f) , then all further rights of Executive (or as applicable, of Executive’s heirs or estate) to employment and/or compensation and benefits from Company under this Agreement shall cease as of the Termination Date, except that Company will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits (“ Severance Benefits ”), as applicable:

(a)           If Executive’s employment under this Agreement is terminated by Executive for Good Reason pursuant to Section 4.2(d) , or by Company without Cause pursuant to Section 4.2(e)(iv) , then Company will not pay any amounts pursuant to Sections 7.2(b) or 7.2(c) , but will pay Executive (or as applicable, Executive’s heirs or estate) the following severance benefits:

(i)            all payments and compensation pursuant to Section 7.1 ;

(ii)           Executive’s Base Salary for a period of six (6) months, plus an additional period equivalent to four (4) weeks for every year of Executive’s employment with the Company in excess of five (5) years, including any years of such employment prior to the Effective Date, prorated for partial years of such employment (collectively referred to as the “ Severance Period ”), as severance pay, capped at a total combined maximum of seventy-eight (78) weeks of Base Salary severance, based upon Executive’s Base Salary as of the Termination Date, and paid in equal installments in accordance with the normal payroll policies of Company, less applicable taxes, commencing on the first regular payroll date of Company following the Release Date (as defined below); provided, however , that in the event Executive enters into business or accepts employment with another employer following the Termination Date, the severance payments pursuant to this Section shall be reduced to the difference (if any) between Executive’s Base Salary as of the Termination Date and Executive’s base compensation with such new business or employer, paid in equal installments during the remainder of the Severance Period; and

(iii)          if Executive elects continuation coverage (with respect to Executive’s coverage and/or any eligible dependent coverage) (“ COBRA Continuation Coverage ”) under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) with respect to Company’s group health insurance plan, Executive will be responsible for payment of the monthly cost of such COBRA Continuation Coverage; provided, however , that commencing on the first regular payroll date of Company

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following the Release Date, to the extent allowed by applicable law, Company will reimburse Executive for the monthly premium cost for all COBRA Continuation Coverage (including the premium cost for the period between the Termination Date and the Release Date) net of all premium cost (if any) Executive would have paid had Executive’s employment under this Agreement continued through the Severance Period, within thirty (30) days of each payment of such cost by the Executive, provided further , that such COBRA Continuation Coverage reimbursement payments by Company shall terminate upon the earlier of: (A) the expiration of the maximum period required under COBRA for COBRA Continuation Coverage, (B) the completion of the