AGREEMENT

Exhibit 10.17

AGREEMENT

EFFECTIVE DATE: November 14, 2000 (As Amended December 31, 2008)

Company desires to retain the services of Executive, and Executive desires to continue to provide his services, upon the terms and conditions set forth in this Agreement. Therefore, in exchange for the mutual promises set forth below, the parties agree as follows:

ARTICLE 1

DEFINITIONS

1.1 “Base Salary” means regular cash compensation paid on a periodic basis exclusive of benefits, bonuses or incentive payments.

1.2 “Board” means the Board of Directors of Company.

1.3 “Cause” means (a) Executive’s willful participation in any illegal conduct which is materially and demonstrably injurious to the Company, or (b) Executive’s breach of the provisions of either Section 5.2 or Section 5.3 of this Agreement. For the purpose of this Section 1.3, no act, or failure to act, on Executive’s part shall be considered “willful” unless done, or omitted to be done, in knowing bad faith and without reasonable belief that the action or omission was in, or not opposed to, the best interests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the Board or based upon the advice of counsel for the Company shall be conclusively presumed to be done, or omitted to be done, by Executive in good faith and in the best interests of the corporation.

1.4 “Confidential Information” Company has researched, compiled and developed certain proprietary data, including, but not limited to customer information, trade secrets, and other information which is not generally disclosed by Company to the public. For the purpose of this Agreement, Confidential Information means all proprietary data that has been researched, compiled, developed and/or maintained by Company, and which is not generally known within the industry. Confidential Information includes information, ideas, knowledge, data, or know-how related to products, processes, software, designs, formulae, tests, research, business and/or marketing plans and strategies, costs, profits, pricing, personnel and financial information, capitalization and other corporate data and information, and information about or obtained from customers, authors, suppliers, consultants, licenses, or affiliates.

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1.5 “Disability” means the inability of Executive to perform his duties under this Agreement, with or without reasonable accommodation, because of physical or mental incapacity for a continuous period of 180 days.

ARTICLE 2

EMPLOYMENT, DUTIES AND TERM

2.1 Employment . Company employs Executive, and Executive accepts employment with Company for a period commencing on the Effective Date and continuing through December 31, 2010 (the “Employment Period”). For the purpose of this Agreement, the phrase “the first three years of the Employment Period” shall include the remainder of the calendar year 2000 and the entire calendar years 2001, 2002 and 2003.

2.2 Duties . During the Employment Period, Executive shall make himself reasonably available to Company from time to time to perform such part-time duties as may be assigned to him by Company, provided that such part-time duties are reasonably consistent with Executive’s education, experience and background. Further, Executive shall comply at all times with Company’s policies and procedures to the extent they are not inconsistent with the provisions of this Agreement.

2.3 Term . This Agreement shall commence on the Effective Date and shall continue in effect until December 31, 2010, unless earlier terminated in accordance with the provisions of Article 6.

ARTICLE 3

COMPENSATION AND EXPENSES

3.1 Base Salary . During the first three years of the Employment Period, Company shall pay Executive an annual Base Salary of $350,000. During the next succeeding seven years of the Employment Period, Company shall pay Executive an annual Base Salary of $150,000.

3.2 Bonus . During the first three years of the Employment Period, Executive shall be eligible for an annual bonus in the amount determined by the Board in its sole discretion.

3.3 Fringe Benefits . During the first three years of the Employment Period, Executive shall be entitled to such fringe benefits ( e.g. , automobile or automobile allowance, health insurance, life insurance, club dues, 401K) as are available to him immediately before the effective date of this Agreement.

3.4 Business Expenses . Company shall, in accordance with, and to the extent of, its policies in effect from time to time, bear all ordinary and necessary business expenses reasonably incurred by Executive in performing his duties during the Employment Period, provided that Executive accounts promptly for such expenses to Company in the manner prescribed from time to time by Company.

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ARTICLE 4

CONFLICT OF INTEREST

During the term of this Agreement, Executive will engage in no activity or employment which may conflict with the interest of Company, and he will comply with Company’s policies and guidelines pertaining to business conduct and ethics.

ARTICLE 5

PROPRIETARY RIGHTS

5.1 Confidential Information . Executive shall not use or disclose Confidential Information, in any form, for any purpose, except in the course of Executive’s employment with Company. Executive acknowledges that he will obtain no right, title or interest in the Confidential Information, and that the Confidential Information shall remain the sole property of Company. Executive shall return all Confidential Information, including all copies in any form, to Company immediately upon termination of this Agreement.

5.2 Non-solicitation . During the period commencing on the Effective Date of this Agreement and extending until the later of (i) the date that is one year after the date of termination of this Agreement, or (ii) the date that is one year after the last payment is made to Executive pursuant to this Agreement, Executive shall not directly or indirectly (a) solicit business from any person or entity which then is or was a Company customer, client or prospect during the 60 months prior to the date of termination; (b) induce any such person or entity to cease or reduce their business relationship with Company; (c) induce any person to leave the employment of Company; or (d) hire or use the services of any Company employee without Company’s prior written consent. Executive will not aid others in doing anything Executive is prohibited from doing under this Section 5.2, whether as an employee, officer, director, shareholder, partner, consultant or otherwise.

For purposes of this Section 5.2, the term “solicit” includes without limitation (i) responding to requests for proposals and invitations for bids, (ii) initiating contacts with customers, clients, or prospects of Company for the purpose of advising them that Executive is no longer employed by or consults for Company and is available for work which is competitive with the services offered by Company, and (iii) participating in joint ventures or acting as a consultant or subcontractor or employee of others who directly solicit business is prohibited by this Agreement. The term “Company employee” includes any then current employee of Company or any person who has left the employ of Company