Fill and Sign the Voted on Only If Properly Proposed and Seconded by Shareholders of the Company Form

§15.905PROXY STATEMENTS: STRATEGY & FORMS 15-164 © 1987 Jefren Publishing Company, Inc. The Union proposal is not on the Company’s agenda for the annual meeting and will be voted on only if properly proposed and seconded by shareholders of the Company. Delchamps, Inc. 9/5/85 §15.905 To approve an extension of a Management Services Agreement between the corporation and another company pursuant to which the other company is obligated to make certain personnel available to the corporation to the extent necessary for the operation of the business of the corporation PROPOSAL 1 — APPROVAL OF EXTENSION OF MANAGEMENT SERVICES AGREEMENT The Company and PHC are parties to a Management Services Agreement (the “Agreement”) pursuant to which PHC is obligated to make certain personnel (including executive officers of PHC) available to the Company to the extent necessary for t he operation of the business of the Company. In addition, if the Board of Directors of the Company so requests, PHC is required to furnish personnel for appointment as officers or employees of the Company and, subject to the supervision of the Board of Directors of the Company, PHC personnel will have general authority to do those things necessary or appropriate to conduct the Company’s business, including the temporary investment of Company funds and corporate planning. PHC is obligated to furnish certain accounting, clerical and other administrative services to assist the Company in preparing its financial statements, reports to public agencies and stockhol ders, and tax returns. PHC is empowered to select and employ counsel, and other specialists whi ch it deems necessary in the conduct of the business of the Company. Although management is responsible for the day to day operations of the Company, the Company believes that it i s necessary to employ an outside management company such as PHC in order to take advantage of PHC’s financial and business planning expertise in areas in which the Company has lit tle experience or does not have the capabilities or resources to accomplish its goals. The initial term of the Agreement is one year, and it may be extended at the option of the Company for additional one-year periods thereafter until 1991. Each extension (or amendment) must be approved by the Policy Committee of the Board of Directors of the Company. The extension following the initial year term must also be approved (or ratified) by the stoc kholders of the Company. The term of the Agreement has been extended by the Policy Committe e of the Board of Directors to March I, 1988 and the Board of Directors has unanimously, in accordance with the Agreement, directed that a proposal to extend the Agreement be submitted t o a vote of the stockholders at the Annual Meeting. Messrs. Davis and Goldman are also directors of PHC and may have a conflict of interest in recommending an extension of the Agreement. As compensation, PHC received $300,000 during the first year of the Agreement, exclusive of certain reimbursable expenses. In addition, the Company has agreed to reim burse PHC for all direct costs paid by PHC in performing the services. However, costs to be reimbursed do not include any salaries or other compensation paid by PHC to any of its office rs and employees engaged in performing services for the Company under the Agreement, unless the employee involved works exclusively for the Company. The Policy Committee of the Board of Directors of the Company and the Boards of Directors of the Company and PHC, after analyzi ng the services to be performed under the Agreement in the future, have agreed to reduce t he OFFICERS AND EMPLOYEES§15.906 October/November 1994 15-165 compensation payable to PHC from $300,000 per annum to $187,000 per annum. The Company believes that the compensation to be paid to PHC under the Agreement is as favorable to the Company for the services to be rendered as could be obtained from unaffiliated third parties. §15.905PROXY STATEMENTS: STRATEGY & FORMS 15-166 © 1987 Jefren Publishing Company, Inc. Messrs. Rosen, Staker and Patterson have been selected to serve on the Company’s Policy Committee. Mr. Howe, an original member of such committee resigned as a me mber of the Board of Directors in December 1986. All matters relating to the adjustment of compensation payable to PHC, extension or early termination of the Company’s conflict of interest polic y, or extension or termination of the Agreement will be resolved by the Policy Committee before they may be consummated. The Agreement provides for early termination upon the occurrence of certain events of bankruptcy or insolvency. Further, after three years the Agreement may be terminated by the Company at any time upon three months prior written notice to PHC if terminati on has been approved by the Policy Committee or the stockholders of the Company. VOTE REQUIRED FOR APPROVAL OF EXTENSION OF MANAGEMENT SERVICES AGREEMENT. The affirmative vote of the holders of a majority of Shares outstanding and entitled to vote thereon is required to adopt Proposal 1. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL I TO APPROVE AN EXTENSION OF THE MANAGEMENT SERVICES AGREEMENT. Xplor Corporation 5/6/87 §15.906 To ratify an Option Agreement between the corporation and a limited partnership (the “Partnership”) pursuant to which the corporation will grant to the Partnership an option to purchase 2,396,923 shares of Common Stock at an exercise price of $4.50 per share as consideration for the Partnership to cause its Managing Partner to serve as Chief Executive Officer, Chairman of the corporation’s Executive Committee and a Director of the corporation and to designate two or three additional persons to be appointed to the corporation’s Board of Directors. The purpose of the agreement is to obtain for the corporation the services of the Partnership and its Managing Partner to restructure the corporation, reverse its position as an underperforming company and position it for long-term success (this is a complete Proxy Statement and includes copies of the Letter Agreement between the corporation and the Partnership, Stock Option Agreement and Registration Rights Agreement)