06/04/2009 Stephen Atkins 4133 Willow Way Morristown, TN 37814 Dear Stephen and Christine, Attached are the

following items related to Lexicons offer to purchase your current residence:

Instructions for accepting the offer Equity disbursement instructions Form to authorize closing any equity line of credit Change of Address and Assignment of Escrow account form Two copies of Lexicons Employee Home Purchase Agreement (EHPA)

Please note in the EHPA that item 1.J. asks you to fill in the date you plan to vacate your home, including moving your personal belongings out of the property. If that date is unknown at the time you accept the offer, please remember to call me once that date has been determined. At that time I will fill in the Vacate Date for you. As soon as possible, please fax a signed copy to my attention at the fax number below and then mail the two signed originals to my attention. Should you have any questions regarding these documents, please be sure to call me. Sincerely, Karen Guerriero Relocation Counselor Fax: (513)759-3668 Phone: (513)755-4661 Email: kguerriero@lexiconrelocation.com

ACCEPTING THE EMPLOYEE HOME PURCHASE AGREEMENT OFFER (BEFORE LEXICON CAN SIGN ANY CONTRACT WITH AN OUTSIDE BUYER, YOUR RELOCATION COUNSELOR MUST HAVE A SIGNED COPY OF THE ENCLOSED OFFER TO PURCHASE YOUR HOME)
CALL your Relocation Counselor to advise him or her that you are accepting the offer. FAX signed copy to my attention at the fax number below as soon as possible Attention: Karen Guerriero Fax: (513)759-3668 MAIL signed copy to my attention at the address below as soon as possible Both originals of the Employee Home Purchase Agreement Equity Disbursement Instructions Authorization to Close Equity Line of Credit Change of Address and Assignment of Escrow form Mail to: Karen Guerriero Lexicon Relocation, LLC 9823 Cincinnati-Dayton Road West Chester, OH 45069 CHECK with your Relocation Counselor before making any further mortgage or tax payments. Jointly determine the date you need your equity and the date you will deliver possession of your home to Lexicon. You will be sent a copy of the Equity Closing Statement and a signed Employee Home Purchase Agreement for your records when your equity is paid. CLOSE any Equity Line of Credit; drawing on this line of credit after your acceptance may affect Lexicons ability to pay your equity in a timely manner. CANCEL any automatic deductions set up for mortgage payments when you accept Lexicons offer. Consult your Relocation Counselor with regard to whether you should make any future mortgage payments manually. After you make the last payment agreed upon with your Counselor, Lexicon will typically make the monthly payments until we close our sale to an outside buyer; second mortgages are often paid off; your Counselor can confirm how your mortgages will be handled. Title will typically remain in your name until the closing with an outside buyer. CALL utility companies and order final readings as of your vacate date or acceptance date, whichever is later. PLEASE DO NOT HAVE UTILITIES TURNED OFF. Lexicon will have the listing real estate agent call the utility companies to switch utilities to their firms name if necessary. TURN over keys, garage door remote controls, security system information and appliance manuals to the listing agent. Lawn care, pool maintenance, snow removal, etc., will be managed by the listing agent. You may wish to provide the names of any contractors currently providing these services, however do not promise them that they will be retained after you move. REMOVE all personal property and debris from property. Property is to be left in broom clean condition CONTACT your Homeowner's Insurance agent regarding the appropriate time to cancel your coverage. Lexicon will insure your home as of the date you vacate or accept our offer, whichever is later. However, you may wish to keep your coverage in effect to cover personal property you are transporting in your personal automobile. CANCEL phone, cable and security alarm systems. CALL your Counselor with any questions!

Equity Disbursement Instructions

EMPLOYEE:
Stephen J Atkins SPOUSE: Christine Atkins

FUNDS MUST BE PAYABLE TO AN ACCOUNT WITH THE NAMES OF ALL PARTIES IN TITLE. For checking accounts at banks, please attach a copy of a voided check or deposit ticket; for other types of accounts, please attach written wiring instructions from the bank, S&L, credit union, etc.
PLEASE DISBURSE MY/OUR EQUITY AS FOLLOWS (PLEASE CHECK ONE): Option #1: WIRE TRANSFER TO THE FOLLOWING BANK ACCOUNT: (THERE MAY BE A CHARGE TO YOU FROM YOUR BANK FOR THIS SERVICE) Type of Account (Circle one): CHECKING SAVINGS OTHER:_________________________________ Name(s) shown on account: _____________________________________________________________ Name & Address of Financial Institution: ____________________________________________________ _______________________________________________________________ Account #____________________________________Routing #_________________________________ Bank Phone Number: ___________________________________________________________________ For further credit to: ____________________________________________________________________ Transfer Account Name: _________________________________________________________________ Transfer Account #: _____________________________________________________________________ Option #2: WIRE TRANSFER TO THE FOLLOWING SAVINGS & LOAN, CREDIT UNION, OR FINANCIAL INSTITUTION (other than a bank): My/our acct New home closing company Account # ____________________________________Routing #________________________________ Name(s) shown on Account: ______________________________________________________________ Name & Address of Financial Institution: ____________________________________________________ _______________________________________________________________ Name of Financial Institution: ____________________________________________________________ Phone:____________________________ Option #3: SEND REGULAR CHECK* TO THE FOLLOWING ADDRESS: (*Please note: If your equity is disbursed in the form of a check, your bank may not allow you to draw funds against it for several days)
_____________________________________________________________________________________

MY LAST MORTGAGE PAYMENT WAS MADE ON: ________________________ THIS PAYMENT WAS FOR THE MONTH OF: ________________________ THE CLOSING DATE ON MY NEW HOME IS: ________________________ ___________________________________________________________________________________________ A copy of your EQUITY STATEMENT will be mailed to you when your equity is sent. Please list the address where this document should be sent. This address is good until:______________________ This address is good on or after:__________________

_______________________________ _______________________________

________________________________ ________________________________

BY SIGNING THIS DOCUMENT, THE TITLE HOLDERS AFFIRM THAT THE ABOVE ACCOUNT(S) ARE IN THE NAME(S) OF ALL TITLE HOLDERS AND, FURTHER, THAT ALL TITLE HOLDERS AGREE TO THE EQUITY DISBURSEMENT CHOICE ABOVE.
__________________________________________ Title Holders Signature Print Name:_________________________________ _____________________________________________ Title Holders Signature Print Name:___________________________________

THIS ACCOUNT MUST BE FROZEN BEFORE LEXICON CAN PAY ANY PORTION OF EQUITY PLEASE COMPLETE THIS DOCUMENT AND RETURN TO LEXICON

Line of Credit Instructions

Dated: Re: Lender Name: Lender Address: Phone #: Property Address: Account Holders: 4133 Willow Way Morristown, TN 37814 Loan #: Line of Credit

Please let this serve as written authorization to the above named lending institution that the following instructions should be applied to the account referenced above. We are involved in a relocation and are selling our property. We have authorized Lexicon Relocation LLC, to act in our behalf in the transfer of this real estate. This account should be blocked from further advances immediately. 2. I/we hereby authorize all loan information be given to Lexicon upon request. This shall include a request for a payoff statement. 3. I/we instruct your firm that upon receipt of said payoff the above account be CLOSED, a release of lien be processed and filed of record, or forwarded to Lexicon for recording. Please send the copy of the payoff statement to the address below. 4. We further request that you provide verification of the above information upon request from Lexicon. 5. In the event my checking account is also with your institution and has overdraft protection, I am instructing you to block the credit line account prior to the issuance of a payoff statement.
1.

PLEASE NOTE: IT IS IMPERATIVE THAT THE ABOVE PROCEDURES BE FOLLOWED. WE WILL NOT BE ABLE TO COMPLETE OUR RELOCATION HOME EQUITY FUNDING IF THIS LINE OF CREDIT IS NOT FROZEN TO FUTURE ADVANCES OF CREDIT. Thank you for your assistance in the above matter. If you have questions please contact:

Karen Guerriero (513)755-4661 Lexicon Relocation LLC

_______________________________________ Account Holder ___________________________________ Account Holder

CHANGE OF ADDRESS AND ASSIGNMENT OF ESCROW/IMPOUND/RESERVE ACCOUNT

Please sign, date and return to Lexicon with your signed EHPA. BORROWER(S) Stephen J. Atkins and Christine Atkins LENDER ____________________________________________________________________________ LOAN NUMBER ______________________________________________________________________
We, the above-named borrowers, assign and transfer to Lexicon Relocation LLC all funds held in our Escrow/Reserve/Impound account. We waive all rights to these funds and any funds that may be added to the account in the future. Lexicon Relocation will credit the funds currently held in the account to us. We, the borrowers, request and direct that you immediately cancel: any mortgage life insurance policy paid out of our escrow account automatic loan payments, if applicable.

ANY AND ALL REFUNDS FROM THIS ACCOUNT, as of this date should be made payable and sent to:
Lexicon Relocation LLC 9823 Cincinnati-Dayton Road West Chester, OH 45069 Attn: Karen Guerriero Phone: (513)755-4661 _________________________________________________ Date: _______________________ Stephen J Atkins _________________________________________________ Date: _______________________ Christine Atkins

Employee Home Purchase Agreement

This Employee Home Purchase Agreement (the Agreement) is made and entered into by and between Lexicon Relocation LLC., a Florida corporation, herein referred to as Lexicon, and Stephen J. Atkins and Christine Atkins, hereinafter referred to as Seller. PRELIMINARY STATEMENT As authorized pursuant to the terms of the Relocation Management Services Agreement between Lexicon and Sellers employer, herein referred to as Company, Lexicon agrees to purchase from Seller, and Seller agrees to sell to Lexicon all of Sellers rights, title and interest in and to his/her Residence. Seller agrees to such sale under the terms of this Agreement which provides, among other things, that Seller will accept payment of his/her Equity in the Residence and deliver possession of the Residence on the Vacate Date to Lexicon. Upon instruction from Lexicon, Seller will transfer legal title to the Residence to Lexicon or to such individual(s) or entity as Lexicon may direct. Seller specifically acknowledges that under the terms of this Agreement, Seller will accept the Purchase Price as full and final settlement for Sellers interest in the Residence, but that the Seller will remain obligated after the Vacate Date to execute certain deeds and other documents, and to make certain covenants and agreements. IN CONSIDERATION WHEREOF, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lexicon and Seller agree as follows: 1. DEFINITIONS As used herein, the following terms have the meanings set forth below: A. SELLER(S): (i) EMPLOYEE/SPOUSE OR CO-OWNER: Stephen J. Atkins and Christine Atkins (ii) TITLEHOLDER(S) (IF NOT EMPLOYEE): B. RESIDENCE/ LEGAL DESCRIPTION: 4133 Willow Way Morristown, TN 37814 (Lexicon may attach the legal description at or after the Acceptance Date). Including all improvements and fixtures now existing and affixed to the premises of the Residence (such as electrical light, plumbing and heating fixtures; built-in appliances; refrigerator; landscaping; fences; swimming pool; swimming pool equipment; irrigation system; burglar and fire alarm systems and components; attached shelving; screens; storm doors and windows; awnings; shutters; curtains; drapes, other window coverings and attached hardware; TV antennas; air conditioners; garage door openers and controls; ceiling fans; attached fireplace equipment; carpeting permanently attached to the floors; mail box, etc.) and: attached basketball goals and backboards. Seller represents and warrants that none of such items of personal property are leased by Seller and that such items are free and clear of all liens, security interests and encumbrances. Excepting only: The Residence and the personal property included in the sale are hereinafter called the Residence. C. PURCHASE PRICE: $146,500.00 The price established from information and recommendations assembled by Lexicon. The Purchase Price is intended to approximate the market value of the Residence. Subject to: clear and marketable title and clear inspections of the Residence.

The following repairs must be completed prior to Lexicon acquiring the Residence. For any repairs not completed, Lexicon will deduct from Sellers Equity the amount shown below: Repair
1. Radon Mitigation System to be installed 2. R-2 Trim tree branches at the rear gable to at least 36 inches away from roof 3. ES-2 Qualified contractor to replace all damaged siding to the left of the chimney 4. ES-7 Window contractor to replace breached thermopane window seals at bay windows, rear and front bedroom windows 5. G/C-3,4 Qualified contractor to properly install the electronic sensors at the right overhead door and repair/replace garage side door 6. B-4 Qualified water proofing contractor to determine source of water intrusion at the basement foundation walls and make needed repairs to eliminate 7. E-4,5,7 Licensed electrician to secure wiring and cover the open junction box in attic, repair copper pipe connected to PVC pipe at the electrical panel, and have outlets in the kitchen GFCI protected. 8. P-13,17 Repair or replace leaking kitchen faucet, and install a drip line at the water heater to discharge within 6 inches of the floor 9. 10.

Amount
$TBD $250.00 $300.00 $TBD $500.00 $TBD $750.00

Seller to Complete OR Charge Seller Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete

Completed OR Not Completed Completed Completed Completed Completed Completed Completed Completed

$300.00 $ $

Seller to complete

Completed

In addition, Seller and Lexicon have agreed to the following adjustments to Sellers Equity: Adjustment explanation:
1. 2. 3. 4. 5.

Amount
$ $ $ $ $

D. EQUITY: Sellers equity in the Residence, computed in accordance with Paragraph 7 of this Agreement. E. EQUITY FUNDING DATE: The date Lexicon pays Equity to Seller. F. OFFER DATE: The date this Employee Home Purchase Agreement is sent to Seller: 06/04/2009 G. OFFER EXPIRATION DATE: The date by which Seller must accept this Employee Home Purchase Agreement: 06/04/2009 H. ACCEPTANCE PERIOD: In order to accept Lexicons offer, this Agreement must be executed by Seller and transmitted to and received by Lexicon (except as otherwise provided herein) not earlier than 06/04/2009 and not later than 06/04/2009 I. ACCEPTANCE DATE: The date when Lexicon and Seller have agreed to complete the Purchase of Sellers Residence, as evidenced by Lexicons signature and insertion of Acceptance Date adjacent to Lexicons signature below. Seller acknowledges that this Agreement shall not be binding upon Lexicon until it has been executed by Lexicon. Seller agrees that after Lexicon signs this Agreement, Lexicon, through its agents, may show the Residence to prospective purchasers upon reasonable notice and at reasonable hours, including weekends, while Seller remains in possession. J. VACATE DATE: The date on which Seller agrees to vacate and Lexicon agrees to take possession of the Residence. The Vacate Date and Acceptance Date may be the same if Seller has vacated the Residence prior to the Acceptance Date. Seller shall insert this date if the Vacate Date is known, or hereby authorizes Lexicon to subsequently insert date. Seller shall be responsible for the payment of all mortgages or other loan payments, real property taxes, utilities, special assessments and owners dues, ground and sewer rents until the Settlement Date, as defined below, at which time Lexicon shall become responsible therefore: ______________ 2

K. SETTLEMENT DATE: The later of the Acceptance Date and the Vacate Date. L. COMPANY: The Employee/Sellers employer which has directed Lexicon to purchase Sellers Residence pursuant to the terms of a relocation services agreement between the Company and Lexicon: Remy International, Inc. 2. OFFER TO PURCHASE Until the Offer Expiration Date, Lexicon hereby offers to purchase the Residence of Seller effective as of the Vacate Date, under the terms and conditions set forth in this Agreement. Seller may accept such offer by returning two (2) fully executed originals of this Agreement to Lexicon on or prior to the Offer Expiration Date. Seller shall also complete and deliver to Lexicon the disclosure forms, the mortgage information forms and other documentation reasonably requested by Lexicon. 3. BROKERS COMMISSION Seller warrants that no real estate brokers commission is to be payable by Seller or Lexicon in connection with or as a result of the purchase of the Residence by Lexicon. In the event that Seller has entered into any agreement with a real estate broker regarding the Residence, this Agreement shall not be executed until all rights under any such brokerage agreement have been terminated in a manner satisfactory to Lexicon. 4. TITLE TO RESIDENCE Seller warrants that Seller has good and marketable title to the Residence in fee simple, free and clear of all liens, encumbrances, easements, conditions and restrictions, except: (a) Existing covenants, conditions, restrictions, easements, rights of way, licenses, reservations, mineral rights, profits, U.S. patents, zoning ordinances, provided that the foregoing items are of the type normally applicable to residential property in that community and do not significantly affect the value of the Residence, prohibit the present structure of the Residence, or preclude the continued use of the Residence for the purpose of residential use. (b) Non-delinquent mortgages, taxes, and assessments constituting a lien on said Residence and which, in the aggregate, do not exceed the Purchase Price. Lexicon shall make arrangements to obtain a complete abstract of title to the Residence (certified to date) or a title insurance binder committing a title insurance company of recognized standing to insure title to the Residence in an amount not less than the Purchase Price. Lexicon reserves the right to have the Residence surveyed if deemed necessary by Lexicon In the event that Lexicon discovers any defects in the title, Lexicon shall notify Seller, who shall have thirty (30) days to correct such defects to Lexicons satisfaction. If such defects are not corrected to Lexicons satisfaction by such date, this Agreement shall become null and void and Lexicon shall have no further obligation hereunder. In such event, Sellers sole obligation shall be to promptly return to Lexicon any and all sums paid by Lexicon to or on behalf of Seller. 5. CONDITION OF THE RESIDENCE Until the Vacate Date, Seller shall maintain the Residence and all appliances, fixtures and equipment thereon in good working condition. On the Vacate Date, Seller shall vacate and deliver the Residence clean and well kept, and in good living condition, with all appliances, fixtures and equipment (including plumbing, heating, air conditioning and roof) in good working condition. Seller warrants presently and again on the Vacate Date, that Seller knows of no material defects in the physical condition of the Residence which have not been disclosed in writing by Seller to Lexicon, or any prospective buyer of the Residence. Seller agrees that Lexicon may, through its agents, inspect the Residence at any time before Seller moves, upon giving prior reasonable notice. 6. DEEDS AND OTHER DOCUMENTS

Prior to the Equity Funding Date, or such other date as may be agreeable to Lexicon and Seller, Seller shall deliver to Lexicon, or its designated closing or title agent, as directed by Lexicon, the following fully executed documents in a form appropriate for recording in the County and State of the Residence. (a) (b) (c) (d) Power of Attorney; Deed in customary form used in location of Residence; Assignment of Purchase Price and Proceeds of Sale of Residence; Other documents reasonably requested by Lexicon.

7. EQUITY PAYMENT So long as Lexicon has received all documentation from Seller prior to the Equity Funding Date, on the Equity Funding Date, Lexicon shall issue Seller a check or wire funds in the amount of Sellers equity in the Residence. Sellers equity in the Residence shall be the Purchase Price, adjusted as follows, except for those items to be paid for by the Company (hereinafter referred to as Sellers Equity): (a) Reduced by the amount reasonably required to secure the release of any mortgage, trust deed and any other liens encumbering the Residence; (b) Increased or reduced by prorations of real estate taxes and assessments which shall be apportioned between Lexicon and Seller as of the Settlement Date. (c) Reduced by the amount of closing costs normally charged to Seller including transfer taxes, abstracting fees, and title insurance premiums, special assessments, homeowners dues, ground and sewer rents, fees, utility and maintenance charges and insurance premiums and any escrowed or impounded funds. (d) Increased or reduced by any balances in escrow or deposit accounts with any mortgage if Company directs Lexicon not to pay off such mortgage, provided such sums are properly assigned to Lexicon; (e) Reduced by the amount of any sum or sums previously advanced by Lexicon or Company in connection with the purchase of the Residence from Seller; (f) Reduced by the expenses of occupancy from the Equity Funding Date to the Vacate Date, including prorated expenses for real estate taxes and insurance, and interest on any existing mortgage or trust deed on the Residence. 8. ESCROWS and IMPOUNDS Seller agrees to transfer and assign to Lexicon or any other person designated by Lexicon, all of Sellers rights, title or interest in or to any sums now or hereafter held in deposit or escrow and any impounds held by any bank or other institution or person in connection with any mortgage, loan, encumbrance or other charge on the Residence. Lexicon shall reimburse Seller when Sellers final Equity is paid for all such funds so transferred and assigned. Seller shall execute and deliver such documents in such form as Lexicon shall require to effect such assignment. Seller agrees that if he should receive any escrow or impound funds from any bank, institution, or other person holding such funds in connection with the Residence, he shall immediately pay the same over to Lexicon. 9. NEGATIVE EQUITY If Seller's Equity, as computed pursuant to paragraph 7, is a negative amount ("Negative Equity") then Lexicon shall send to Seller a statement setting forth the amount of Negative Equity. The statement shall be paid by Seller in certified funds no later than ten (10) days after receipt thereof by Seller. Unless and until the Negative Equity is paid by Seller and received by Lexicon, Lexicon shall have no obligation to sign this Agreement or to purchase the Residence. 10. EXISTING MORTGAGES

Lexicon or any other person designated by Lexicon may, at its option, service any indebtedness secured by existing mortgage(s) or trust deed(s), which encumber the Residence on the Vacate Date, and Lexicon shall indemnify and hold harmless Seller from and against any personal obligation, liability, cost or expense arising or occurring as a result of such indebtedness or the failure to timely pay such indebtedness after the Vacate Date. Such payments shall not effect the computation of Equity set forth in paragraph 7. If the Residence is subject to an FHA or VA loan that must be satisfied before Seller can obtain similar financing, Lexicon will satisfy such loan within 30 days after receiving Sellers written notice, plus proof that Seller cannot obtain similar financing on a pending purchase of a residence unless such loan is paid in full. Seller has been advised that if he/she does not request Lexicon to repay the loan: the purchase price in 1C includes purchase of all Sellers rights to the FHA or VA mortgage on the Residence and upon transfer of the Residence to Lexicon, Seller may lose all or part of his/her FHA or VA eligibility. Therefore, Seller agrees that Lexicon will not have any obligation to prepay the mortgage or take any other action to restore Sellers FHA or VA eligibility. 11. INSURANCE AND RISK OF LOSS (a) Prior to the Vacate Date or Settlement Date (whichever is later), Seller shall keep the Residence insured and shall bear all risk of loss to the Residence. In the event of material loss or damage to the Residence prior to the later of the Vacate Date or the Settlement Date, Lexicon shall have the right to rescind this Agreement and shall have no further obligation hereunder. After the later of the Vacate Date or Settlement Date, Seller is responsible for canceling the existing insurance policy on the Residence and obtaining any refund with respect thereto. However, upon request of Lexicon, Seller shall assign to Lexicon all rights and benefits under existing insurance policies on the Residence as of the Vacate Date. (b) If not already provided, Seller shall deliver to Lexicon a written five (5) year insurance claims history regarding the Residence or, if Seller has owned the Residence for less than five (5) years, a claims history for the length of time Seller has owned the Residence, from Sellers insurance company or an insurance support organization or consumer reporting agency. If Lexicon determines, in its sole and absolute discretion, that the insurance claims history for the Residence is unacceptable, Lexicon shall have the right to immediately terminate this Agreement without penalty or further liability hereunder. (c) Without penalty or further liability hereunder, Lexicon may terminate this Agreement if the Residence requires flood insurance or if the Residence is subject to building or use limitations by reason of its location. 12. POSSESSION BY LEXICON Seller shall vacate the Residence on the Vacate Date (or the Settlement Date if it is later) and deliver possession to Lexicon. Upon delivery of possession by Seller, Lexicon shall assume the benefits and burdens of ownership and take possession of the Residence. Thereafter, Seller shall have no further liability or obligation with respect to the Residence, including, but not limited to mortgage payments, utilities and insurance, except as specifically acknowledged and agreed in this Agreement. 13. IN CASE OF DISPUTES If Seller fails to deliver possession of the Residence to Lexicon by the Vacate Date, or if Seller otherwise fails to perform his/her obligations under this Agreement, Lexicon will have the right to rescind this Agreement, treating it as if it had never been made, and to recover all payments Lexicon has made under it and shall have no further obligation hereunder. Lexicons right to rescind is in addition to any other rights and remedies legally available to it. 14. CONVENANTS AND WARRANTIES BY SELLER Seller expressly covenants, warranties and represents to Lexicon, as follows: (a) Seller will not take any action, or permit any action to be taken (other than by a political subdivision) which will or could result in any lien or encumbrance on the title to the Residence, and Seller hereby 5

indemnifies and holds harmless Lexicon from and against any liability, obligation, cost, or expense (including reasonable attorneys fees) which may arise as a result of any such action, or which may be necessary to remove any such encumbrance from the title. (b) Seller will take such actions and execute such documents as Lexicon may reasonably request, including the listing waiver clause, to effectuate this Agreement and to transfer the Residence to Lexicon or any other person, persons or entity designated by Lexicon. (c) Lexicon shall be entitled to receive all sums received or payable to Seller in connection with Lexicons subsequent sale of the Residence, and Seller hereby assigns all rights and interest in and to such sums to Lexicon. Any sums received by Seller in connection with Lexicons sale of the Residence will be promptly delivered, endorsed or assigned to Lexicon, and Seller shall not be entitled to retain any sums received in connection with the sale of the Residence. (d) Lexicon is hereby authorized to complete, date and deliver any deed or other instrument relating to the Residence which has been executed by Seller and delivered to Lexicon. Title to the Residence may be conveyed from Seller to Lexicon or its designated nominee. Said designated nominee has no direct or indirect liability for the obligations of Lexicon or Seller under this Employee Home Purchase Agreement. (e) Except as otherwise specifically noted on this Agreement, Seller is not aware of any defect or condition in the title to the Residence or in any improvement on the premises of the Residence (If none, write none).

(f) From and after the Acceptance Date of this Employee Home Purchase Agreement, Lexicon is authorized to list, offer for sale and/or sell the Residence for such price and on such terms and conditions as Lexicon may authorize; provided only that Lexicon shall not give or agree to give possession to a purchaser prior to the Vacate Date. Seller agrees to cooperate with and assist Lexicon in its attempts to sell the Residence and, after reasonable notice from Lexicon or its agent, to make the Residence available for showing at reasonable times prior to the Vacate Date. (g) Neither the execution of this Agreement, the performance by Seller of his obligations hereunder, the conveyance of title as required hereby, nor the present use of the Residence, is subject to the approval of a third party and none of the foregoing is or will be in violation of any law, ordinance, rule or regulation or any encumbrance or other instrument affecting the Residence. (h) Prior to the execution of this Agreement, neither Seller nor any agent of Seller has received any notice issued by any governmental authority of a violation with respect to or affecting the Residence. (i) Seller has no knowledge whatsoever of any actual or contemplated condemnation, urban renewal or eminent domain or similar proceeding, assessment, or levy affecting the Residence. (j) The plumbing, heating, air conditioning and electrical systems, the appliances and other personal property included in this Agreement are in good working order; the roof does not leak and the basement does not flood or leak; there are no cracks in the foundation; there is no urea formaldehyde foam insulation, asbestos, radon gas, lead base paint, chlordane or other hazardous or toxic or potentially hazardous or toxic substance, material, chemical or gas in, on or about the Residence; the Residence does not have Louisiana Pacific or similar siding or an exterior finish insulation system; any underground oil storage tank on the Premises is permitted by applicable zoning ordinances, is in conformity with code requirements and there is no ground contamination emanating there from. (k) The structures on the Residence, including water wells and septic or sewer systems comply with applicable codes and work properly. An adequate amount of water, safe and suitable for drinking, is supplied to the Residence. (l) The Residence is free from infestation by or damage from termites, dry rot, fungi and other wood destroying pests and organisms. (m) The Residence is free from mold, mildew or other contaminates that could pose a threat to human health or safety.

(n) Seller and his heirs, executors, administrators and assigns have executed, or promptly upon request of Lexicon shall execute, any deed, affidavit, agreement or other document prepared by Lexicon or its agents as shall, in the judgment of Lexicon, be necessary or desirable to carry out the intent of this Agreement. (o) The Residence is insurable at standard rates.

(p) Seller shall procure any additional assurance of title and will provide such further information and documentation as is deemed necessary by Lexicon. (q) Seller shall provide Lexicon with an up-to-date and valid certificate of occupancy, Board of Fire Underwriters certificate and other documents required by local regulation, custom or practice with respect to the occupancy or use of the Residence. (r) After executing this Agreement, Seller will not suffer, incur or permit to exist any further lien or encumbrance against the Residence. All of the foregoing covenants, representations, and warranties are true as of the Acceptance Date and as of the Vacate Date. 15. INSPECTIONS; REPAIRS Lexicon shall obtain such inspections of and reports regarding the Residence as Lexicon shall determine, in its sole discretion, are necessary or advisable. In the event Lexicon, determines that the Residence is in need of repair or correction, Seller shall have the option of making said repairs or corrections at Seller's expense or allowing Lexicon to make said repairs or corrections, in which event the costs thereof shall be deducted from Seller's Equity. All such repairs shall be made in a good and workmanlike manner in conformity with code requirements. If Seller makes such repairs, Seller warrants that no lien for the cost of such work will be filed against the Residence. Lexicon shall have the right to perform such re-inspections as it deems advisable. 16. TERMINATION OF LEXICON RELOCATION LLCs OBLIGATIONS Lexicon shall have no obligation to sign this Employee Home Purchase Agreement or to close the transaction hereunder if: (a) Sellers employment with Company has terminated; (b) The relocation services agreement between Company and Lexicon has been terminated; or (c) Company has directed Lexicon not to sign this Agreement or close this transaction because Sellers relocation has been cancelled; or (d) Company has acted or failed to act in a manner that would constitute a default or breach of the relocation services agreement between Company and Lexicon Upon Lexicon giving notice of the occurrence of any of the foregoing events, this Agreement shall terminate and Seller shall promptly return to Lexicon any down payment or advance of Equity received and Lexicon shall have no further obligation hereunder. 17. FINANCIAL ADJUSTMENTS Seller agrees that If any information Seller has supplied to Lexicon, the appraiser or any other person performing services in connection with this Agreement is incorrect or if any of the Sellers representations or warranties is inaccurate or if Seller fails to perform any covenant of Seller or if an error is made in computing Sellers Equity or adjustments or prorations (as a result of erroneous information or otherwise), Lexicon shall have the right to pursue any and all remedies available to Lexicon at law, or equity, or both. Seller and Lexicon shall make any financial adjustment necessary to reflect the intent of this Agreement, and Seller and Lexicon each agree promptly to pay to the other any amount determined to be due. 18. ASSIGNMENT Neither Seller nor Seller's legal successors or assigns shall assign or encumber this Agreement without the prior written consent of Lexicon in each instance which consent may be withheld in Lexicons sole discretion. Any purported or attempted assignment of Sellers rights, obligations or interests in this Agreement without the prior written consent of Lexicon shall be null and void ab initio. If Seller transfers or encumbers his/her rights without Lexicons express written 7

consent, Lexicon may treat the transfer or encumbrance ineffective, or may terminate this Agreement, or both. This prohibition against assignment shall not apply to Lexicon, which expressly retains the right to assign this Agreement. 19. RECORDING Neither Seller nor Seller's legal successors, assigns or agents shall record or cause to be recorded this Agreement or a copy thereof or any statement, paper or affidavit in any way referring hereto. This prohibition shall not apply to Lexicon, which expressly retains the right to record. 20. GENDER As used in this Agreement, the masculine, feminine and neuter gender and the singular or plural number shall each be deemed to include the others whenever the context so indicates. Each of the persons herein collectively referred to as Seller designates the other as his or her agent to receive notices and give receipts for payment made hereunder. 21. NO WAIVER The failure of Lexicon to seek redress for violation of, or to insist upon the strict performance of, any term, covenant, condition or provision of this Agreement, will not be considered a waiver of any provision of this Agreement with respect to any prior or subsequent breaches, actions, or omissions of the Agreement unless such waiver is expressed in writing and signed by Lexicon. 22. REMEDIES In addition to all other rights and remedies at law or in equity, including rights and remedies of Lexicon under this Agreement, Lexicon shall have the option to rescind this Agreement and recover all payments made pursuant hereto, plus interest at the maximum rate permitted by law, if possession of the Residence and the deed conveying title thereto are not delivered to Lexicon by the date hereinabove provided, or if Seller shall otherwise breach this Agreement. Seller shall be liable for costs and expenses incurred by Lexicon to enforce its rights hereunder, including, but not limited to, reasonable attorneys' fees and costs. If Lexicon should bring an action against the Seller, or if the Seller should bring an action against Lexicon, with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover from the other(s) all of the legal expenses of the prevailing party, including any and all attorneys fees, costs for litigation and/or any appeal to any appellate court. In the event that Lexicon should incur any costs and expenses, including attorneys fees, enforcing any of the provisions of, or its rights under, this Agreement, Lexicon shall be entitled to recover from Seller all such costs and expenses. Nothing herein shall bar Lexicons right to obtain injunctive relief against threatened conduct that will cause Lexicon loss or damages, including the applicable rules for obtaining restraining orders and preliminary injunctions; nor shall the reference to such relief in certain sections of this Agreement be deemed to imply the unavailability of such relief to enforce rights provided for in other sections. No punitive or exemplary damages shall be awarded either Lexicon or Seller or entities affiliated with any of them, and are hereby waived. Seller specifically waives all right to notice and bond of any hearing seeking injunctive relief. 23. CONSTRUCTION The language in all parts of this Agreement shall be construed according to its normal and usual meaning and not strictly for or against either Seller or Lexicon. The captions are included for convenience only and shall not be interpreted to affect the substance of this Agreement. 24. ENTIRE CONTRACT; SEVERABILITY This Agreement, including the documents referred to herein, constitutes the sole agreement between Lexicon and Seller with respect to the subject matter hereof, and supersedes all prior or contemporaneous negotiations and agreements (both written and oral). Any agreement or amendment hereafter made shall be ineffective to change, modify, waive or discharge any provision hereof unless such change or amendment is in writing and signed by the party against whom the agreement or amendment is sought. If any provision or section of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such holding will not affect the enforceability of any other provision or section of this Agreement. 25. MISCELLANEOUS 8

(a) Except insofar as any provision of this Agreement relates to requirements for marketable title to property in other states, this Agreement shall be interpreted and construed under the laws of the State of Florida, excluding its choice of law provisions. (b) Time is of the essence under this Agreement. (c) If more than one party executes this Agreement as Seller, each executing party shall be jointly and severally liable for all agreements, covenants, representations and warranties in this Agreement. Further, by signing below, each executing party specifically authorizes Lexicon to issue a check in the name of all Sellers, or to wire funds to an account in the name of all Sellers. (d) This Agreement is binding upon each of the parties and their heirs, successors, personal representatives and permitted assigns. (e) The covenants, warranties and representations in this Agreement are intended to survive the Possession Date, delivery of the deed and to continue in effect thereafter. (f) Any dispute arising under or in connection with this Agreement and any claim affecting its validity, construction, effect, performance or termination (collectively Claim) shall be resolved exclusively by the Federal or State Courts in the judicial district in which Lexicon has its principal place of business, the jurisdiction of which the parties hereby irrevocably submit; provided that if Lexicon is a party to such Claim, the matter shall be resolved exclusively by, as the case may be, (a) the United States District Court, Middle District of Florida or (b) the Circuit Court in and for the Fourth Judicial Circuit in and for Duval County, Florida (or Duval County Court, if the jurisdiction limits apply), which Courts are within the judicial district in which Lexicon has its principal place of business. Both Lexicon and Seller hereby waive any rights each may have to request a trial by jury. Notwithstanding the above, Lexicon has the right to seek injunctive relief in the county of jurisdiction in which the Property is located. (g) If applicable, this Agreement shall be subject to the Jurisdictional Addendum which shall be attached hereto, made a part hereof and incorporated herein. 26. NOTICE All notices required or permitted under this Agreement shall be in writing, and shall be personally delivered or mailed by certified or registered mail or by reputable courier service, return receipt requested, to the respective parties at the addresses indicated below. Unless and until a different address has been designated by written notice to the other parties. Any notice by certified or registered mail or by reputable courier service which provides written evidence of delivery, shall be deemed to have been given on the third 3rd day after such notice is mailed or upon receipt, whichever occurs first. LEXICON RELOCATION LLC 815 South Main Street Jacksonville, Florida 32207 Attn: Joanna Aman, Esq. SELLER ___________________________________ ___________________________________ ___________________________________

IN WITNESS WHEREOF, Lexicon and Seller have entered into this Employee Home Purchase Agreement. LEXICON RELOCATION LLC By ______________________________________________ Karen Guerriero, Relocation Counselor Acceptance Date________________________________ _____________________________________________ Seller (Titleholder) Stephen J Atkins _____________________________________________ Seller (Titleholder) Christine Atkins ________________________________________________ Seller (Titleholder) Date ________________________________ Date ________________________________ Date ________________________________

10

Employee Home Purchase Agreement

This Employee Home Purchase Agreement (the Agreement) is made and entered into by and between Lexicon Relocation LLC., a Florida corporation, herein referred to as Lexicon, and Stephen J. Atkins and Christine Atkins, hereinafter referred to as Seller. PRELIMINARY STATEMENT As authorized pursuant to the terms of the Relocation Management Services Agreement between Lexicon and Sellers employer, herein referred to as Company, Lexicon agrees to purchase from Seller, and Seller agrees to sell to Lexicon all of Sellers rights, title and interest in and to his/her Residence. Seller agrees to such sale under the terms of this Agreement which provides, among other things, that Seller will accept payment of his/her Equity in the Residence and deliver possession of the Residence on the Vacate Date to Lexicon. Upon instruction from Lexicon, Seller will transfer legal title to the Residence to Lexicon or to such individual(s) or entity as Lexicon may direct. Seller specifically acknowledges that under the terms of this Agreement, Seller will accept the Purchase Price as full and final settlement for Sellers interest in the Residence, but that the Seller will remain obligated after the Vacate Date to execute certain deeds and other documents, and to make certain covenants and agreements. IN CONSIDERATION WHEREOF, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lexicon and Seller agree as follows: 1. DEFINITIONS As used herein, the following terms have the meanings set forth below: A. SELLER(S): (iii) EMPLOYEE/SPOUSE OR CO-OWNER: Stephen J. Atkins and Christine Atkins (iv) TITLEHOLDER(S) (IF NOT EMPLOYEE): B. RESIDENCE/ LEGAL DESCRIPTION: 4133 Willow Way Morristown, TN 37814 (Lexicon may attach the legal description at or after the Acceptance Date). Including all improvements and fixtures now existing and affixed to the premises of the Residence (such as electrical light, plumbing and heating fixtures; built-in appliances; refrigerator; landscaping; fences; swimming pool; swimming pool equipment; irrigation system; burglar and fire alarm systems and components; attached shelving; screens; storm doors and windows; awnings; shutters; curtains; drapes, other window coverings and attached hardware; TV antennas; air conditioners; garage door openers and controls; ceiling fans; attached fireplace equipment; carpeting permanently attached to the floors; mail box, etc.) and: attached basketball goals and backboards. Seller represents and warrants that none of such items of personal property are leased by Seller and that such items are free and clear of all liens, security interests and encumbrances. Excepting only: The Residence and the personal property included in the sale are hereinafter called the Residence. C. PURCHASE PRICE: $$146,500.00 The price established from information and recommendations assembled by Lexicon. The Purchase Price is intended to approximate the market value of the Residence. Subject to: clear and marketable title and clear inspections of the Residence.

The following repairs must be completed prior to Lexicon acquiring the Residence. For any repairs not completed, Lexicon will deduct from Sellers Equity the amount shown below: Repair
1. Radon Mitigation System to be installed 2. R-2 Trim tree branches at the rear gable to at least 36 inches away from roof 3. ES-2 Qualified contractor to replace all damaged siding to the left of the chimney 4. ES-7 Window contractor to replace breached thermopane window seals at bay windows, rear and front bedroom windows 5. G/C-3,4 Qualified contractor to properly install the electronic sensors at the right overhead door and repair/replace garage side door 6. B-4 Qualified water proofing contractor to determine source of water intrusion at the basement foundation walls and make needed repairs to eliminate 7. E-4,5,7 Licensed electrician to secure wiring and cover the open junction box in attic, repair copper pipe connected to PVC pipe at the electrical panel, and have outlets in the kitchen GFCI protected. 8. P-13,17 Repair or replace leaking kitchen faucet, and install a drip line at the water heater to discharge within 6 inches of the floor 9. 10.

Amount
$TBD $250.00 $300.00 $TBD $500.00 $TBD $750.00

Seller to Complete OR Charge Seller Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete Seller to complete

Completed OR Not Completed Completed Completed Completed Completed Completed Completed Completed

$300.00 $ $

Seller to complete

Completed

In addition, Seller and Lexicon have agreed to the following adjustments to Sellers Equity: Adjustment explanation:
1. 2. 3. 4. 5.

Amount
$ $ $ $ $

D. EQUITY: Sellers equity in the Residence, computed in accordance with Paragraph 7 of this Agreement. E. EQUITY FUNDING DATE: The date Lexicon pays Equity to Seller. F. OFFER DATE: The date this Employee Home Purchase Agreement is sent to Seller: 06/04/2009 G. OFFER EXPIRATION DATE: The date by which Seller must accept this Employee Home Purchase Agreement: 06/04/2009 H. ACCEPTANCE PERIOD: In order to accept Lexicons offer, this Agreement must be executed by Seller and transmitted to and received by Lexicon (except as otherwise provided herein) not earlier than 06/04/2009 and not later than 06/04/2009 I. ACCEPTANCE DATE: The date when Lexicon and Seller have agreed to complete the Purchase of Sellers Residence, as evidenced by Lexicons signature and insertion of Acceptance Date adjacent to Lexicons signature below. Seller acknowledges that this Agreement shall not be binding upon Lexicon until it has been executed by Lexicon. Seller agrees that after Lexicon signs this Agreement, Lexicon, through its agents, may show the Residence to prospective purchasers upon reasonable notice and at reasonable hours, including weekends, while Seller remains in possession. J. VACATE DATE: The date on which Seller agrees to vacate and Lexicon agrees to take possession of the Residence. The Vacate Date and Acceptance Date may be the same if Seller has vacated the Residence prior to the Acceptance Date. Seller shall insert this date if the Vacate Date is known, or hereby authorizes Lexicon to subsequently insert date. Seller shall be responsible for the payment of all mortgages or other loan payments, real 2

property taxes, utilities, special assessments and owners dues, ground and sewer rents until the Settlement Date, as defined below, at which time Lexicon shall become responsible therefore: ______________ K. SETTLEMENT DATE: The later of the Acceptance Date and the Vacate Date. L. COMPANY: The Employee/Sellers employer which has directed Lexicon to purchase Sellers Residence pursuant to the terms of a relocation services agreement between the Company and Lexicon: Remy International, Inc. 2. OFFER TO PURCHASE Until the Offer Expiration Date, Lexicon hereby offers to purchase the Residence of Seller effective as of the Vacate Date, under the terms and conditions set forth in this Agreement. Seller may accept such offer by returning two (2) fully executed originals of this Agreement to Lexicon on or prior to the Offer Expiration Date. Seller shall also complete and deliver to Lexicon the disclosure forms, the mortgage information forms and other documentation reasonably requested by Lexicon. 3. BROKERS COMMISSION Seller warrants that no real estate brokers commission is to be payable by Seller or Lexicon in connection with or as a result of the purchase of the Residence by Lexicon. In the event that Seller has entered into any agreement with a real estate broker regarding the Residence, this Agreement shall not be executed until all rights under any such brokerage agreement have been terminated in a manner satisfactory to Lexicon. 4. TITLE TO RESIDENCE Seller warrants that Seller has good and marketable title to the Residence in fee simple, free and clear of all liens, encumbrances, easements, conditions and restrictions, except: (a) Existing covenants, conditions, restrictions, easements, rights of way, licenses, reservations, mineral rights, profits, U.S. patents, zoning ordinances, provided that the foregoing items are of the type normally applicable to residential property in that community and do not significantly affect the value of the Residence, prohibit the present structure of the Residence, or preclude the continued use of the Residence for the purpose of residential use. (b) Non-delinquent mortgages, taxes, and assessments constituting a lien on said Residence and which, in the aggregate, do not exceed the Purchase Price. Lexicon shall make arrangements to obtain a complete abstract of title to the Residence (certified to date) or a title insurance binder committing a title insurance company of recognized standing to insure title to the Residence in an amount not less than the Purchase Price. Lexicon reserves the right to have the Residence surveyed if deemed necessary by Lexicon In the event that Lexicon discovers any defects in the title, Lexicon shall notify Seller, who shall have thirty (30) days to correct such defects to Lexicons satisfaction. If such defects are not corrected to Lexicons satisfaction by such date, this Agreement shall become null and void and Lexicon shall have no further obligation hereunder. In such event, Sellers sole obligation shall be to promptly return to Lexicon any and all sums paid by Lexicon to or on behalf of Seller. 5. CONDITION OF THE RESIDENCE Until the Vacate Date, Seller shall maintain the Residence and all appliances, fixtures and equipment thereon in good working condition. On the Vacate Date, Seller shall vacate and deliver the Residence clean and well kept, and in good living condition, with all appliances, fixtures and equipment (including plumbing, heating, air conditioning and roof) in good working condition. Seller warrants presently and again on the Vacate Date, that Seller knows of no material defects in the physical condition of the Residence which have not been disclosed in writing by Seller to Lexicon, or any prospective buyer of the Residence. Seller agrees that Lexicon may, through its agents, inspect the Residence at any time before Seller moves, upon giving prior reasonable notice. 6. DEEDS AND OTHER DOCUMENTS 3

Prior to the Equity Funding Date, or such other date as may be agreeable to Lexicon and Seller, Seller shall deliver to Lexicon, or its designated closing or title agent, as directed by Lexicon, the following fully executed documents in a form appropriate for recording in the County and State of the Residence. (a) (b) (c) (d) Power of Attorney; Deed in customary form used in location of Residence; Assignment of Purchase Price and Proceeds of Sale of Residence; Other documents reasonably requested by Lexicon.

7. EQUITY PAYMENT So long as Lexicon has received all documentation from Seller prior to the Equity Funding Date, on the Equity Funding Date, Lexicon shall issue Seller a check or wire funds in the amount of Sellers equity in the Residence. Sellers equity in the Residence shall be the Purchase Price, adjusted as follows, except for those items to be paid for by the Company (hereinafter referred to as Sellers Equity): (a) Reduced by the amount reasonably required to secure the release of any mortgage, trust deed and any other liens encumbering the Residence; (b) Increased or reduced by prorations of real estate taxes and assessments which shall be apportioned between Lexicon and Seller as of the Settlement Date. (c) Reduced by the amount of closing costs normally charged to Seller including transfer taxes, abstracting fees, and title insurance premiums, special assessments, homeowners dues, ground and sewer rents, fees, utility and maintenance charges and insurance premiums and any escrowed or impounded funds. (d) Increased or reduced by any balances in escrow or deposit accounts with any mortgage if Company directs Lexicon not to pay off such mortgage, provided such sums are properly assigned to Lexicon; (e) Reduced by the amount of any sum or sums previously advanced by Lexicon or Company in connection with the purchase of the Residence from Seller; (f) Reduced by the expenses of occupancy from the Equity Funding Date to the Vacate Date, including prorated expenses for real estate taxes and insurance, and interest on any existing mortgage or trust deed on the Residence. 8. ESCROWS and IMPOUNDS Seller agrees to transfer and assign to Lexicon or any other person designated by Lexicon, all of Sellers rights, title or interest in or to any sums now or hereafter held in deposit or escrow and any impounds held by any bank or other institution or person in connection with any mortgage, loan, encumbrance or other charge on the Residence. Lexicon shall reimburse Seller when Sellers final Equity is paid for all such funds so transferred and assigned. Seller shall execute and deliver such documents in such form as Lexicon shall require to effect such assignment. Seller agrees that if he should receive any escrow or impound funds from any bank, institution, or other person holding such funds in connection with the Residence, he shall immediately pay the same over to Lexicon. 9. NEGATIVE EQUITY If Seller's Equity, as computed pursuant to paragraph 7, is a negative amount ("Negative Equity") then Lexicon shall send to Seller a statement setting forth the amount of Negative Equity. The statement shall be paid by Seller in certified funds no later than ten (10) days after receipt thereof by Seller. Unless and until the Negative Equity is paid by Seller and received by Lexicon, Lexicon shall have no obligation to sign this Agreement or to purchase the Residence. 10. EXISTING MORTGAGES

Lexicon or any other person designated by Lexicon may, at its option, service any indebtedness secured by existing mortgage(s) or trust deed(s), which encumber the Residence on the Vacate Date, and Lexicon shall indemnify and hold harmless Seller from and against any personal obligation, liability, cost or expense arising or occurring as a result of such indebtedness or the failure to timely pay such indebtedness after the Vacate Date. Such payments shall not effect the computation of Equity set forth in paragraph 7. If the Residence is subject to an FHA or VA loan that must be satisfied before Seller can obtain similar financing, Lexicon will satisfy such loan within 30 days after receiving Sellers written notice, plus proof that Seller cannot obtain similar financing on a pending purchase of a residence unless such loan is paid in full. Seller has been advised that if he/she does not request Lexicon to repay the loan: the purchase price in 1C includes purchase of all Sellers rights to the FHA or VA mortgage on the Residence and upon transfer of the Residence to Lexicon, Seller may lose all or part of his/her FHA or VA eligibility. Therefore, Seller agrees that Lexicon will not have any obligation to prepay the mortgage or take any other action to restore Sellers FHA or VA eligibility. 11. INSURANCE AND RISK OF LOSS (a) Prior to the Vacate Date or Settlement Date (whichever is later), Seller shall keep the Residence insured and shall bear all risk of loss to the Residence. In the event of material loss or damage to the Residence prior to the later of the Vacate Date or the Settlement Date, Lexicon shall have the right to rescind this Agreement and shall have no further obligation hereunder. After the later of the Vacate Date or Settlement Date, Seller is responsible for canceling the existing insurance policy on the Residence and obtaining any refund with respect thereto. However, upon request of Lexicon, Seller shall assign to Lexicon all rights and benefits under existing insurance policies on the Residence as of the Vacate Date. (b) If not already provided, Seller shall deliver to Lexicon a written five (5) year insurance claims history regarding the Residence or, if Seller has owned the Residence for less than five (5) years, a claims history for the length of time Seller has owned the Residence, from Sellers insurance company or an insurance support organization or consumer reporting agency. If Lexicon determines, in its sole and absolute discretion, that the insurance claims history for the Residence is unacceptable, Lexicon shall have the right to immediately terminate this Agreement without penalty or further liability hereunder. (c) Without penalty or further liability hereunder, Lexicon may terminate this Agreement if the Residence requires flood insurance or if the Residence is subject to building or use limitations by reason of its location. 12. POSSESSION BY LEXICON Seller shall vacate the Residence on the Vacate Date (or the Settlement Date if it is later) and deliver possession to Lexicon. Upon delivery of possession by Seller, Lexicon shall assume the benefits and burdens of ownership and take possession of the Residence. Thereafter, Seller shall have no further liability or obligation with respect to the Residence, including, but not limited to mortgage payments, utilities and insurance, except as specifically acknowledged and agreed in this Agreement. 13. IN CASE OF DISPUTES If Seller fails to deliver possession of the Residence to Lexicon by the Vacate Date, or if Seller otherwise fails to perform his/her obligations under this Agreement, Lexicon will have the right to rescind this Agreement, treating it as if it had never been made, and to recover all payments Lexicon has made under it and shall have no further obligation hereunder. Lexicons right to rescind is in addition to any other rights and remedies legally available to it. 14. CONVENANTS AND WARRANTIES BY SELLER Seller expressly covenants, warranties and represents to Lexicon, as follows: (a) Seller will not take any action, or permit any action to be taken (other than by a political subdivision) which will or could result in any lien or encumbrance on the title to the Residence, and Seller hereby 5

indemnifies and holds harmless Lexicon from and against any liability, obligation, cost, or expense (including reasonable attorneys fees) which may arise as a result of any such action, or which may be necessary to remove any such encumbrance from the title. (b) Seller will take such actions and execute such documents as Lexicon may reasonably request, including the listing waiver clause, to effectuate this Agreement and to transfer the Residence to Lexicon or any other person, persons or entity designated by Lexicon. (c) Lexicon shall be entitled to receive all sums received or payable to Seller in connection with Lexicons subsequent sale of the Residence, and Seller hereby assigns all rights and interest in and to such sums to Lexicon. Any sums received by Seller in connection with Lexicons sale of the Residence will be promptly delivered, endorsed or assigned to Lexicon, and Seller shall not be entitled to retain any sums received in connection with the sale of the Residence. (d) Lexicon is hereby authorized to complete, date and deliver any deed or other instrument relating to the Residence which has been executed by Seller and delivered to Lexicon. Title to the Residence may be conveyed from Seller to Lexicon or its designated nominee. Said designated nominee has no direct or indirect liability for the obligations of Lexicon or Seller under this Employee Home Purchase Agreement. (e) Except as otherwise specifically noted on this Agreement, Seller is not aware of any defect or condition in the title to the Residence or in any improvement on the premises of the Residence (If none, write none). (f) From and after the Acceptance Date of this Employee Home Purchase Agreement, Lexicon is authorized to list, offer for sale and/or sell the Residence for such price and on such terms and conditions as Lexicon may authorize; provided only that Lexicon shall not give or agree to give possession to a purchaser prior to the Vacate Date. Seller agrees to cooperate with and assist Lexicon in its attempts to sell the Residence and, after reasonable notice from Lexicon or its agent, to make the Residence available for showing at reasonable times prior to the Vacate Date. (g) Neither the execution of this Agreement, the performance by Seller of his obligations hereunder, the conveyance of title as required hereby, nor the present use of the Residence, is subject to the approval of a third party and none of the foregoing is or will be in violation of any law, ordinance, rule or regulation or any encumbrance or other instrument affecting the Residence. (h) Prior to the execution of this Agreement, neither Seller nor any agent of Seller has received any notice issued by any governmental authority of a violation with respect to or affecting the Residence. (i) Seller has no knowledge whatsoever of any actual or contemplated condemnation, urban renewal or eminent domain or similar proceeding, assessment, or levy affecting the Residence. (j) The plumbing, heating, air conditioning and electrical systems, the appliances and other personal property included in this Agreement are in good working order; the roof does not leak and the basement does not flood or leak; there are no cracks in the foundation; there is no urea formaldehyde foam insulation, asbestos, radon gas, lead base paint, chlordane or other hazardous or toxic or potentially hazardous or toxic substance, material, chemical or gas in, on or about the Residence; the Residence does not have Louisiana Pacific or similar siding or an exterior finish insulation system; any underground oil storage tank on the Premises is permitted by applicable zoning ordinances, is in conformity with code requirements and there is no ground contamination emanating there from. (k) The structures on the Residence, including water wells and septic or sewer systems comply with applicable codes and work properly. An adequate amount of water, safe and suitable for drinking, is supplied to the Residence. (l) The Residence is free from infestation by or damage from termites, dry rot, fungi and other wood destroying pests and organisms. (m) The Residence is free from mold, mildew or other contaminates that could pose a threat to human health or safety. (n) Seller and his heirs, executors, administrators and assigns have executed, or promptly upon request of Lexicon shall execute, any deed, affidavit, agreement or other document prepared by Lexicon or its agents as shall, in the judgment of Lexicon, be necessary or desirable to carry out the intent of this Agreement. 6

(o)

The Residence is insurable at standard rates.

(p) Seller shall procure any additional assurance of title and will provide such further information and documentation as is deemed necessary by Lexicon. (q) Seller shall provide Lexicon with an up-to-date and valid certificate of occupancy, Board of Fire Underwriters certificate and other documents required by local regulation, custom or practice with respect to the occupancy or use of the Residence. (r) After executing this Agreement, Seller will not suffer, incur or permit to exist any further lien or encumbrance against the Residence. All of the foregoing covenants, representations, and warranties are true as of the Acceptance Date and as of the Vacate Date. 15. INSPECTIONS; REPAIRS Lexicon shall obtain such inspections of and reports regarding the Residence as Lexicon shall determine, in its sole discretion, are necessary or advisable. In the event Lexicon, determines that the Residence is in need of repair or correction, Seller shall have the option of making said repairs or corrections at Seller's expense or allowing Lexicon to make said repairs or corrections, in which event the costs thereof shall be deducted from Seller's Equity. All such repairs shall be made in a good and workmanlike manner in conformity with code requirements. If Seller makes such repairs, Seller warrants that no lien for the cost of such work will be filed against the Residence. Lexicon shall have the right to perform such re-inspections as it deems advisable. 16. TERMINATION OF LEXICON RELOCATION LLCs OBLIGATIONS Lexicon shall have no obligation to sign this Employee Home Purchase Agreement or to close the transaction hereunder if: (a) Sellers employment with Company has terminated; (b) The relocation services agreement between Company and Lexicon has been terminated; or (c) Company has directed Lexicon not to sign this Agreement or close this transaction because Sellers relocation has been cancelled; or (d) Company has acted or failed to act in a manner that would constitute a default or breach of the relocation services agreement between Company and Lexicon Upon Lexicon giving notice of the occurrence of any of the foregoing events, this Agreement shall terminate and Seller shall promptly return to Lexicon any down payment or advance of Equity received and Lexicon shall have no further obligation hereunder. 17. FINANCIAL ADJUSTMENTS Seller agrees that if any information Seller has supplied to Lexicon, the appraiser or any other person performing services in connection with this Agreement is incorrect or if any of the Sellers representations or warranties is inaccurate or if Seller fails to perform any covenant of Seller or if an error is made in computing Sellers Equity or adjustments or prorations (as a result of erroneous information or otherwise), Lexicon shall have the right to pursue any and all remedies available to Lexicon at law, or equity, or both. Seller and Lexicon shall make any financial adjustment necessary to reflect the intent of this Agreement, and Seller and Lexicon each agree promptly to pay to the other any amount determined to be due. 18. ASSIGNMENT Neither Seller nor Seller's legal successors or assigns shall assign or encumber this Agreement without the prior written consent of Lexicon in each instance which consent may be withheld in Lexicons sole discretion. Any purported or attempted assignment of Sellers rights, obligations or interests in this Agreement without the prior written consent of Lexicon shall be null and void ab initio. If Seller transfers or encumbers his/her rights without Lexicons express written consent, Lexicon may treat the transfer or encumbrance ineffective, or may terminate this Agreement, or both. This prohibition against assignment shall not apply to Lexicon, which expressly retains the right to assign this Agreement. 7

19. RECORDING Neither Seller nor Seller's legal successors, assigns or agents shall record or cause to be recorded this Agreement or a copy thereof or any statement, paper or affidavit in any way referring hereto. This prohibition shall not apply to Lexicon, which expressly retains the right to record. 20. GENDER As used in this Agreement, the masculine, feminine and neuter gender and the singular or plural number shall each be deemed to include the others whenever the context so indicates. Each of the persons herein collectively referred to as Seller designates the other as his or her agent to receive notices and give receipts for payment made hereunder. 21. NO WAIVER The failure of Lexicon to seek redress for violation of, or to insist upon the strict performance of, any term, covenant, condition or provision of this Agreement, will not be considered a waiver of any provision of this Agreement with respect to any prior or subsequent breaches, actions, or omissions of the Agreement unless such waiver is expressed in writing and signed by Lexicon. 22. REMEDIES In addition to all other rights and remedies at law or in equity, including rights and remedies of Lexicon under this Agreement, Lexicon shall have the option to rescind this Agreement and recover all payments made pursuant hereto, plus interest at the maximum rate permitted by law, if possession of the Residence and the deed conveying title thereto are not delivered to Lexicon by the date hereinabove provided, or if Seller shall otherwise breach this Agreement. Seller shall be liable for costs and expenses incurred by Lexicon to enforce its rights hereunder, including, but not limited to, reasonable attorneys' fees and costs. If Lexicon should bring an action against the Seller, or if the Seller should bring an action against Lexicon, with respect to the subject matter of this Agreement, the prevailing party shall be entitled to recover from the other(s) all of the legal expenses of the prevailing party, including any and all attorneys fees, costs for litigation and/or any appeal to any appellate court. In the event that Lexicon should incur any costs and expenses, including attorneys fees, enforcing any of the provisions of, or its rights under, this Agreement, Lexicon shall be entitled to recover from Seller all such costs and expenses. Nothing herein shall bar Lexicons right to obtain injunctive relief against threatened conduct that will cause Lexicon loss or damages, including the applicable rules for obtaining restraining orders and preliminary injunctions; nor shall the reference to such relief in certain sections of this Agreement be deemed to imply the unavailability of such relief to enforce rights provided for in other sections. No punitive or exemplary damages shall be awarded either Lexicon or Seller or entities affiliated with any of them, and are hereby waived. Seller specifically waives all right to notice and bond of any hearing seeking injunctive relief. 23. CONSTRUCTION The language in all parts of this Agreement shall be construed according to its normal and usual meaning and not strictly for or against either Seller or Lexicon. The captions are included for convenience only and shall not be interpreted to affect the substance of this Agreement. 24. ENTIRE CONTRACT; SEVERABILITY This Agreement, including the documents referred to herein, constitutes the sole agreement between Lexicon and Seller with respect to the subject matter hereof, and supersedes all prior or contemporaneous negotiations and agreements (both written and oral). Any agreement or amendment hereafter made shall be ineffective to change, modify, waive or discharge any provision hereof unless such change or amendment is in writing and signed by the party against whom the agreement or amendment is sought. If any provision or section of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such holding will not affect the enforceability of any other provision or section of this Agreement. 25. MISCELLANEOUS

(a) Except insofar as any provision of this Agreement relates to requirements for marketable title to property in other states, this Agreement shall be interpreted and construed under the laws of the State of Florida, excluding its choice of law provisions. (b) Time is of the essence under this Agreement. (c) If more than one party executes this Agreement as Seller, each executing party shall be jointly and severally liable for all agreements, covenants, representations and warranties in this Agreement. Further, by signing below, each executing party specifically authorizes Lexicon to issue a check in the name of all Sellers, or to wire funds to an account in the name of all Sellers. (d) This Agreement is binding upon each of the parties and their heirs, successors, personal representatives and permitted assigns. (e) The covenants, warranties and representations in this Agreement are intended to survive the Possession Date, delivery of the deed and to continue in effect thereafter. (f) Any dispute arising under or in connection with this Agreement and any claim affecting its validity, construction, effect, performance or termination (collectively Claim) shall be resolved exclusively by the Federal or State Courts in the judicial district in which Lexicon has its principal place of business, the jurisdiction of which the parties hereby irrevocably submit; provided that if Lexicon is a party to such Claim, the matter shall be resolved exclusively by, as the case may be, (a) the United States District Court, Middle District of Florida or (b) the Circuit Court in and for the Fourth Judicial Circuit in and for Duval County, Florida (or Duval County Court, if the jurisdiction limits apply), which Courts are within the judicial district in which Lexicon has its principal place of business. Both Lexicon and Seller hereby waive any rights each may have to request a trial by jury. Notwithstanding the above, Lexicon has the right to seek injunctive relief in the county of jurisdiction in which the Property is located. (g) If applicable, this Agreement shall be subject to the Jurisdictional Addendum which shall be attached hereto, made a part hereof and incorporated herein. 26. NOTICE All notices required or permitted under this Agreement shall be in writing, and shall be personally delivered or mailed by certified or registered mail or by reputable courier service, return receipt requested, to the respective parties at the addresses indicated below. Unless and until a different address has been designated by written notice to the other parties. Any notice by certified or registered mail or by reputable courier service which provides written evidence of delivery, shall be deemed to have been given on the third 3rd day after such notice is mailed or upon receipt, whichever occurs first. LEXICON RELOCATION LLC 815 South Main Street Jacksonville, Florida 32207 Attn: Joanna Aman, Esq. SELLER ___________________________________ ___________________________________ ___________________________________

IN WITNESS WHEREOF, Lexicon and Seller have entered into this Employee Home Purchase Agreement.

LEXICON RELOCATION LLC By ______________________________________________ Karen Guerriero, Relocation Counselor Acceptance Date________________________________ _____________________________________________ Seller (Titleholder) Stephen J Atkins _____________________________________________ Seller (Titleholder) Christine Atkins ________________________________________________ Seller (Titleholder) Date ________________________________ Date ________________________________ Date ________________________________

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