THIS AGREEMENT, effective January 15, 1999, is by and between James P. Welbourn (the Employee) and
CHEX SERVICES, INC., a Minnesota corporation (the Company).
A. Employee is presently employed by the Company in the capacity of President
B. Employee possesses certain unique skills, talents, contacts, judgment and knowledge of the Company's
business, strategies, ethics and objectives.
C. In order to provide for continuity in the executive management of the Company, which continuity is deemed to
be vital to the continued growth and success of the Company, and in order that the Company may continue to
avail itself of the unique skills, talents, contacts, judgment and knowledge of Employee, the Company desires to
enter into an employment contract with Employee.
D. Employee desires to be assured of a secure tenure with the Company, duties and responsibilities
commensurate with Employee's experience and background, and salary, bonus, incentive compensation and
other benefits and perquisite at levels that reflect Employee's past and future contributions to the Company. .
In consideration of the foregoing premises and the parties' mutual covenants and undertakings contained in this
Agreement, the Company and Employee agree as follows:
Capitalized terms used in this Agreement shall have their defined meaning throughout the Agreement. The
following terms shall have the meanings set forth below, unless the context clearly requires otherwise.
1.1 "Agreement" means this Employment Agreement, as from time to time amended.
1.2 "Base Salary" means the total annual cash compensation payable on a regular periodic basis, without regard
to voluntary or mandatory deferrals, as set forth on paragraph 3.1 of this Agreement.
1.3 "Beneficiary" means the person or persons designated in writing to the Company by Employee to receive
benefits payable after Employee's death pursuant to paragraph 3.8 of this Agreement In the absence of such