AMENDED AND RESTATED EMPLOYMENT AGREEMENT

a.  

From the Commencement Date through July 31, 2008, and retroactively to February 18, 2007, Employee shall be paid an annual base salary of Two Hundred Thousand Dollars ($200,000.00), for the period January 1, 2007 through February 17, 2007, Employee shall be paid an annual base salary of One Hundred Seventy-Seven Thousand Six Hundred Seventy Five Dollars ($177,675.00) paid in the same intervals as other Employees of the Company; and if employed through October 31, 2007, Employee will be eligible to receive an executive bonus in accordance with the terms and conditions of the executive bonus program and/or the individual performance bonus program authorized by the Board of Directors of the Company (the “Board”) for other comparable senior vice president-level employees of the Company for fiscal year 2007, with a bonus in a range of percentages, but with a target bonus of 40% of Employee’s base salary.

b.  

During the second fiscal year of this Agreement, Employee will receive an annualized base salary of no less than Two Hundred Thousand Dollars ($200,000), and will also be eligible to participate in an executive bonus program and/or in an individual performance bonus program that applies to other comparable senior vice-president level employees of the Company as authorized by the Board, up to a target bonus of 45% of Employee’s base salary.  Employee will not, however, be eligible to participate in the Company’s non-executive bonus program.  Employee acknowledges receipt of any bonuses or incentives applicable to fiscal years 2005 and 2006 and any equity grants promised to Employee in her Letter Agreement with the Company, dated June 17, 2005.  Employee also acknowledges receipt of 5,000 restricted shares on July 17, 2007, in anticipation of this Agreement.

c.  

Any stock options or restricted stock units granted at any time to Employee shall vest in accordance with the terms and conditions set forth in the applicable grant by the Board and, as otherwise may be applicable, with any relevant terms and conditions of the 2004 Equity Incentive Plan as amended (the “Plan”).  Employee acknowledges that any option grants are at the sole discretion of the Board.

d.  

Employee’s salary is set in the expectation that (except for vacation days and holidays) Employee’s full time will be devoted to Employee’s duties hereunder.

e.  

During Employee’s employment with the Company, the Company will promptly pay or reimburse Employee for reasonable travel, entertainment and other expenses incurred by Employee in the furtherance of or in connection with the performance of Employee’s duties.  Such reimbursement will be in accordance with Company policies in existence from time to time.

f.  

For as long as the Company makes the following benefits available to any comparable senior vice president-level employees of the Company, Company agrees to provide Employee with:

i.  

Club Sport Family membership;

g.  

Notwithstanding any other provision contained herein, Employee shall be and is an employee “at will,” terminable at any time, with or without just cause or notice.

a.  

The services do not interfere in any manner with the Employee’s ability to fulfill all of her duties and obligations to the Company.

b.  

The services are not rendered to any business that may compete with the Company in any area of the Business or do not otherwise violate paragraph 4 hereof.

c.  

The services do not relate to any products or services, which form part of the Business.

d.  

Employee informs and obtains the consent of the Chief Executive Officer of the Company.

a.  

Directly or indirectly own, manage, operate, participate in, consult with or work for any business, which is engaged in the Business anywhere in the United States or Canada.

b.  

Either alone or in conjunction with any other person, partnership or business, directly or indirectly, solicit, hire, or divert or attempt to solicit, hire or divert any of the Employees, independent contractors, or agents of the Company (or its affiliates or successors) to work for or represent any competitor of the Company (or its affiliates or successors), or to call upon any of the customers of the Company (or its affiliates or successors).

c.  

Directly or indirectly provide any services to any person, company or entity, which is engaged in the Business anywhere in the United States or Canada.

a.  

Employee shall fully and promptly disclose to the Company all inventions, discoveries, software and writings that Employee may make, conceive, discover, develop or reduce to practice either solely or jointly with others during Employee’s employment with the

b.  

Company, whether or not during usual work hours.  Employee agrees that all such inventions, discoveries, software and writing shall be and remain the sole and exclusive property of the Company, and Employee hereby agrees to assign, and hereby assigns all of Employee’s right, title and interest in and to any such inventions, discoveries, software and writings to the Company.  Employee agrees to keep complete records of such inventions, discoveries, software and writings, which records shall be and remain the sole property of the Company, and to execute and deliver, either during or after Employee’s employment with the Company, such documents as the Company shall deem necessary or desirable to obtain such letters patent, utility models, inventor’s certificates, copyrights, trademarks or other appropriate legal rights of the United States and foreign countries as the Company may, in its sole discretion, elect, and to vest title thereto in the Company, its successors, assigns, or nominees.

c.  

“Inventions,” as used herein, shall include inventions, discoveries, improvements, ideas and conceptions, developments and designs, whether or not patentable, tested, reduced to practice, subject to copyright or other rights or forms of protection, or relating to data processing, communications, computer software systems, programs and procedures.

d.  

Employee understands that all copyrightable work that Employee may create while employed by the Company is a “work made for hire,” and that the Company is the owner of the copyright therein.  Employee hereby assigns all right, title and interest to the copyright therein to the Company.

e.  

Employee has no inventions, improvements, discoveries, software or writings useful to the Company or its subsidiaries or affiliates in the normal course of business, which were conceived, made or written prior to the date of this Agreement.

f.  

Employee will not publish or otherwise disclose, either during or after Employee’s employment with the Company, any published or proprietary or confidential information or secret relating to the Company, the Business, the Company’s operations or the Company’s products or services.  Employee will not publish or otherwise disclose proprietary or confidential information of others to which Employee has had access or obtained knowledge in the course of Employee’s employment with the Company.  Upon termination of Employee’s employment with the Company, Employee will not, without the prior written consent of the Company, retain or take with Employee any drawing, writing or other record in any form or nature which relates to any of the foregoing.

g.  

Employee understands that Employee’s employment with the Company creates a relationship of trust and confidence between Employee and the Company.  Employee understands that Employee may encounter information in the performance of Employee’s duties that is confidential to the Company or its customers.  For the Term hereof, and until the information falls into the public domain, Employee agrees to maintain in confidence all information pertaining to the Business or the Company to which Employee has access including, but not limited to, information relating to the Company’s products, inventions, trade secrets, know how, systems, formulas, processes, compositions, customer information and lists, research projects, data processing and computer software techniques, programs and systems, costs, sales volume or strategy, pricing, profitability, plans, marketing strategy, expansion or acquisition or divestiture

h.  

plans or strategy and information of similar nature received from others with whom the Company does business.  Employee agrees not to use, communicate or disclose or authorize any other person to use, communicate or disclose such information orally, in writing, or by publication, either during Employee’s employment with the Company or thereafter except as expressly authorized in writing by the Company unless and until such information becomes generally known in the relevant trade to which it relates without fault on Employee’s part, or as required by law.

a.  

Employee’s employment by the Company is “at will” therefore, subject to the terms and conditions h