AGREEMENT AND RELEASE

EXHIBIT 10.3

AGREEMENT AND RELEASE

This Agreement and Release (this “AGREEMENT”) is between Robert G. Phillips (“EMPLOYEE”) and EPCO, Inc. (“COMPANY”).

WITNESSETH

Whereas, EMPLOYEE is employed by COMPANY.

Whereas, EMPLOYEE is resigning from COMPANY effective June 30, 2007.

Whereas, EMPLOYEE and COMPANY desire to resolve any and all disputes about EMPLOYEE’s employment with COMPANY.

Whereas, EMPLOYEE, during his employment had access to trade secrets and/or proprietary and confidential information belonging to COMPANY.

Whereas, EMPLOYEE and COMPANY desire to clarify EMPLOYEE’s obligations with respect to any trade secrets and/or proprietary and confidential information acquired during EMPLOYEE’s employment.

Whereas, EMPLOYEE and COMPANY desire to avoid the expense, delay and uncertainty attendant to any claims that may arise from EMPLOYEE’s employment with, and resignation from, COMPANY, as well as any claims that may arise from the disclosure of any trade secrets and/or proprietary and confidential information that EMPLOYEE acquired during his employment with COMPANY.

Whereas, EMPLOYEE desires to release any claims or causes of action EMPLOYEE may have arising from EMPLOYEE’s employment with, or his resignation from the COMPANY.

Now, therefore, for and in consideration of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, EMPLOYEE and COMPANY hereby agree:

Section 1.           Severance and Other Payments. COMPANY, in exchange for the promises of EMPLOYEE contained below, agrees as follows:

A.         COMPANY agrees to pay EMPLOYEE the lump sum amount of twelve million dollars and no cents ($12,000,000.00), less applicable legal standard deductions, within seven (7) days after the expiration of the EMPLOYEE’s revocation option in Section 5(C) below; and

B.         COMPANY agrees to pay EMPLOYEE an amount of twenty-nine thousand two hundred dollars and no cents ($29,200.00) as liquidated unused vacation days, less applicable legal standard deductions, when such payroll payments are made generally for the pay period; and

C.         EMPLOYEE may be eligible for up to eighteen (18) months of COBRA coverage following EMPLOYEE’s termination of employment. If at the time of EMPLOYEE’s termination of employment, EMPLOYEE is enrolled in COMPANY’s medical and dental plan coverages as an active employee and EMPLOYEE exercises health coverage continuation rights under COBRA following termination of employment, EMPLOYEE’s COBRA premium will equal zero ($0.00) and will be paid for in full by COMPANY until the earliest of: (i) the expiration the first eighteen (18) full calendar months immediately following EMPLOYEE’s termination of employment; (ii) the date EMPLOYEE obtains subsequent employment and becomes eligible for medical and/or dental benefits coverages to employees of the new employer; or (iii) the expiration of your COBRA rights. After the expiration of the foregoing applicable period, EMPLOYEE will be responsible for the full cost of any health and dental coverage.

EMPLOYEE acknowledges and agrees that payment of the foregoing amounts are, and shall be deemed to be, in full and complete satisfaction of any and all obligations, if any, of COMPANY and/or its affiliates to EMPLOYEE in respect of his employment with COMPANY and/or any of its affiliates or otherwise.

Section 2.           Prior Rights and Obligations. Except as otherwise provided for in this AGREEMENT, this AGREEMENT extinguishes all rights, if any, which EMPLOYEE may have, contractual or otherwise, relating to his employment with, or resignation from, COMPANY.

Section 3.           Resignation. EMPLOYEE hereby resigns (i) from employment with COMPANY and/or any of the affiliates of COMPANY and (ii) as an officer and/or director and/or any other similar position of COMPANY and/or any of the affiliates of COMPANY. EMPLOYEE agrees that the effective date of such resignation is June 30, 2007.

Section 4.           Release.

A.         Release and Waiver: EMPLOYEE hereby agrees to release COMPANY and its predecessors, subsidiaries, related entities, officers, directors, shareholders, parent companies, agents, attorneys, employees, successors, or assigns, (hereinafter referred to as “COMPANY”) from all claims or demands EMPLOYEE has, may have, or may have had based on or in any way related to EMPLOYEE’s employment with COMPANY, the resignation or termination of that employment, or based on any previous act or omission by or on behalf of COMPANY. EMPLOYEE further agrees to waive any right EMPLOYEE may have with respect to the claims or demands from which COMPANY is herewith released. This release and waiver includes any rights or claims EMPLOYEE may have under, but not limited to, the Age Discrimination in Employment Act, which prohibits age discrimination in employment; Title VII of the Civil Rights Acts of 1964, as amended, which prohibits discrimination in employment based on race, color, national origin, religion or sex (including claims of sexual harassment); 42 U.S.C. §1981, which prohibits race discrimination; claims under the Family and Medical Leave Act; the federal and Texas Equal Pay Acts, which prohibit paying men and women unequal pay for equal work; the Rehabilitation Act of 1973 and the Americans with Disabilities Act, which prohibit

2

discrimination on the basis of handicap or disability; the Employee Retirement Income Security Act; claims for discrimination under the Texas Commission on Human Rights Act as codified in the Texas Labor Code; claims for discrimination or retaliation under the Texas Workers’ Compensation Act; or any other federal, state or local laws or regulations prohibiting employment discrimination, retaliation or harassment. This release and waiver also includes any claims for wrongful discharge, whether based on claimed violations of statutes, regulations or public policy, or based on claims in contract or tort. This release and waiver also includes any claims that EMPLOYEE suffered any harm by or through the actions or omissions of COMPANY, including, but not limited to, negligence claims and any other tort or contract claims.

B.         Scope of Release/Non-release of Future Claims based on subsequent acts or omissions: The release and waiver, to which EMPLOYEE voluntarily agrees, covers all claims or demands based on any facts or events, whether known or unknown by EMPLOYEE, that occurred on or before June 30, 2007. EMPLOYEE fully understands that if any of the facts or circumstances on which EMPLOYEE premises EMPLOYEE’s execution of this release and waiver be found, suspected or claimed hereafter to be other than or different from the facts and circumstances now believed by EMPLOYEE to be true, EMPLOYEE nonetheless expressly accepts and assumes the risk of such possible differences in fact or circumstances and agrees that this release and waiver shall be and remain effective notwithstanding any such difference in any such fact or circumstances. COMPANY acknowledges that EMPLOYEE has not released any rights or claims that EMPLOYEE may have under the Age Discrimination in Employment Act that arise after the date this release and waiver is executed.

C.         No Future Lawsuits, Complaints, or Claims: EMPLOYEE hereby waives EMPLOYEE’s right to file any charge or complaint against COMPANY arising out of EMPLOYEE’s employment with or separation from employment before any federal, state or local court or any federal, state or local administrative agency, except where such waivers are prohibited by law. This Agreement, however, does not prevent EMPLOYEE from filing a timely charge with the EEOC (or with any other agency with similar provisions or regulations concerning the regulation of releases between private parties) concerning claims of discrimination, including a challenge to the validity of the waiver contained in this Agreement; although EMPLOYEE hereby waives EMPLOYEE’s right to recover any damages or other relief in any claim or suit brought by or through the EEOC or any other federal, state, or local agency on his behalf. EMPLOYEE acknowledges that EMPLOYEE has no pending workers’ compensation claims and that this Agreement is not related in any way to any claim for workers’ compensation benefits. EMPLOYEE further acknowledges that EMPLOYEE has no basis for such a claim.

D.         COMPANY acknowledges and agrees that EMPLOYEE shall remain covered by COMPANY’s or any affiliates’, as applicable, Directors and Officers Errors and Omissions Liability Insurance on the same basis as applicable to other officers of the Company (or any successor) in regard to claims pertaining to the time when EMPLOYEE was employed by COMPANY or was a director or officer of COMPANY. EMPLOYEE shall continue to be indemnified by COMPANY, or any affiliates thereof as applicable, in regard to any claims pertaining to the time when EMPLOYEE was employed by or a director or officer of

3

COMPANY, on the same basis as in effect immediately prior to EMPLOYEE’s resignation from COMPANY.

Section 5.           ADEA Rights. EMPLOYEE further acknowledges that:

A.         He has been advised in writing by virtue of this AGREEMENT that h