BOARD OF DIRECTORS - RETAINER AGREEMENT

NF and Director each agree that this Agreement is intended to memorialize the terms of their agreement and the terms and conditions set forth in this Agreement supersede the terms and conditions set forth in any prior written or of any prior oral understanding in their entirety.

Subject to the rights of its stockholders set forth in the constituent documents of NF or the laws of the State of Delaware, NF agrees to engage Director to serve, and Director agrees to serve, as a member of the Board of Directors and the Chairman of Audit Committee of NF (the " Board of Directors ") and to provide those services required of a director pursuant to (i) NF’s Certificate of Incorporation and Bylaws, as each may be amended from time to time (the " Certificate and Bylaws "), (ii) the General Corporation Law of the State of Delaware (" DGCL "), the federal securities laws and other state and federal laws and regulations, as applicable, and (iii) as otherwise directed by the Board of Directors and shareholders of NF (collectively, the " Services ").

Director is an independent contractor and this Agreement will not create any partnership, joint venture or employer/employee relationship for purposes of employee benefits, income tax withholding, F.I.C.A. taxes or otherwise.  Except as provided by law, Director, as a director, shall have no right, authority or power to enter into any agreement or incur any obligation on behalf of NF or its Affiliates (as defined below) or to bind NF or its Affiliates.  For purposes hereof, " Affiliate " shall mean with respect to any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or other entity (each, a " Person "): (i) any other Person that directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with such Person; (ii) any other Person owning or controlling 10% or more of the outstanding voting securities of or other ownership interests in such Person; (iii) any officer, director, member or partner of such Person; (iv) if such Person is an officer, director, member or partner, any other Person for which such Person acts in any such capacity; or (v) any company in which NF has and maintains an investment through itself or any other Affiliate.

NF will supply, at no cost to Director: periodic briefings on the business, director packages for each board and committee meeting, copies of minutes of meetings and any other materials that are required under NF’s Certificate and Bylaws or the charter of any committee of the board on which Director serves and any other materials which may, by mutual agreement, be necessary for performing the Services requested under this Agreement.

Director represents and warrants that no other party has exclusive rights to his services in the specific areas described herein and that Director is in no way compromising any rights, duties or trust between any other party and Director.  Director further represents, warrants and agrees that no other agreement, written or otherwise, now exists or will be entered into that will create a conflict of interest with this Agreement or otherwise impair Director's ability to perform his obligations under this Agreement or otherwise with respect to NF.  Director further covenants and agrees that Director will comply with all applicable state and federal laws and regulations, as applicable, including, but not limited to, Director's fiduciary duties to NF set forth in the DGCL and Sections 10 and 16 of the Securities and Exchange Act of 1934, as amended.

During the term of this Agreement and for a period of six months thereafter (the " Non-Competition Period "), Director shall not, without obtaining NF’s prior written consent, directly or indirectly, as an officer, director, employee, consultant, owner, shareholder, adviser, joint venturer or otherwise, participate in, assist, aid, engage in, prepare to engage in or advise in any way any business or enterprise that is in competition with the Company anywhere that the Company is conducting business during the Non-Competition Period.

NF agree pay Director $24,000 per year, Director will receive the payment monthly, 2,000 per month.

On the Effective Date (as defined below) of this Agreement, Director shall receive options to purchase 20,000 shares of NF common stock with an exercise price of US $ 1.60, exercisable for a period of 5 years. This option grant shall be subject to the terms of an equity incentive plan to be adopted by NF's Board of Directors, and made pursuant to the terms of an option agreement between NF and Director.  Half of the total number of options shall vest on each annually anniversary of the Effective Date; provided, that upon the termination of Director’s service as a director of NF, all unvested options shall be terminated and forfeited.

NF will reimburse Director for reasonable expenses approved in advance by NF's Chief Executive Officer, such approval not to be unreasonably withheld.  Invoices for approved expenses, with receipts attached, shall be submitted to and must be approved by NF’s Chief Executive Officer as to form and completeness.

NF and Director will execute an indemnification agreement substantially in the form of the agreement attached hereto as Exhibit B (the " Indemnification Agreement ").  In addition, NF will use its commercially reasonable efforts to procure and maintain directors’ and officer’s liability insurance, provided such insurance can be obtained on reasonable terms at regular rates.  Notwithstanding the foregoing, the failure of NF to obtain or maintain such insurance shall not be a breach of this Agreement.

The term of this Agreement shall commence on the date that Director is formally appointed to fill a directorship by the existing Board of Directors (the " Effective Date ") and shall continue through the date that is the earlier to occur of: (i) a termination of this Agreement in accordance with Section VIII; and (ii) the two year anniversary of the Effective Date.  Any amendment to this Agreement must be approved in a meeting or by a written action of NF’s Board of Directors.

This Agreement shall automatically terminate upon the earlier to occur of (i) the death of Director, (ii) Director’s resignation or removal from, or failure to be elected or reelected to, the NF Board of Directors, or (iii) upon the approval of the Board of Directors, in its sole discretion.

In the event of the termination of this Agreement, Director agrees to return any materials transferred to Director under this Agreement, except as may be necessary to fulfill any outstanding obligations hereunder.  Director agrees that NF has the right of injunctive relief to enforce this provision.

In the event of termination, Director shall be entitled to receive the number of options which have vested under the terms of the options granted to the Director as of the date of termination pursuant to Paragraph A of Section V above.  The unvested options as of the date of termination shall be forfeited by Director.

Termination shall not relieve either party of its continuing obligation under this Agreement, the Indemnification Agreement or the Confidentiality Agreement (as defined below) with respect to confidentiality of proprietary information.

Director agrees to sign and abide by NF’s Director Proprietary Information and Inventions Agreement, a copy of which is attached hereto as Exhibit A (the " Confidentiality Agreement ").

Any dispute regarding this Agreement (including without limitation its validity, interpretation, performance, enforcement, termination and damages) shall be determined in accordance with the laws of the State of Delaware and the United States of America.  Any action under this paragraph shall not preclude any party hereto from seeking injunctive or other legal relief to which each party may be entitled.

This Agreement (including the Confidentiality Agreement and the Indemnification Agreement) supersedes all prior or contemporaneous written or oral understandings or agreements, and may not be added to, modified, or waived, in whole or in part, except by a writing signed by the party against whom such addition, modification or waiver is sought to be asserted.

This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns and, except as otherwise expressly provided herein, neither this Agreement, nor any of the rights, interests or obligations hereunder shall be assigned by either of the parties hereto without the prior written consent of the other party.

Any and all notices, requests and other communications required or permitted hereunder shall be in writing, registered mail or by facsimile, to each of the parties at the addresses set forth above or the numbers set forth below:

Notwithstanding the expiration of termination of this Agreement, neither party hereto shall be released hereunder from any liability or obligation to the other which has already accrued as of the time of such expiration or termination (including, without limitation, NF’s obligation to make any fees and expense payments required pursuant to Section V hereof) or which thereafter might accrue in respect of any act or omission of such party prior to such expiration or termination.

Any provision of this Agreement which is determined to be invalid or unenforceable shall not affect the remainder of this Agreement, which shall remain in effect as though the invalid or unenforceable provision had not been included herein, unless the removal of the invalid or unenforceable provision would substantially defeat the intent, purpose or spirit of this Agreement.  Further, to the extent that any provision of this Agreement is inconsistent with any provision in NF's Certificate or Bylaws, such provision in the Certificate or Bylaws shall control.

[Signature page to Board of Directors - Retainer Agreement]