AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Section 1.       Effective Date .

Section 2.       Employment Period .

Section 3.       Terms of Employment .

(a)       Position .  During the Employment Period, the Employee shall serve as Chief Financial Officer of the Company and certain of its subsidiaries (collectively, the “ Company Entities ”) and shall report to the Chief Executive Officer and to the Board of Directors of the Company (the “ Board ”) and each such subsidiary.  The Employee shall have such powers and duties as may from time to time be prescribed by the Board or the Chief Executive Officer of the Company.

(b)       Full Time .  During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote his full business time and efforts, to the best of his ability, experience and talent, to the business and affairs of the Company Entities. During the Employment Period, it shall not be a violation of this Agreement for the Employee to serve on corporate, civic or charitable boards or committees or manage personal investments (including serving as a member of boards of directors or similar bodies of entities not engaged in competition with the Company Entities (as determined by the Board in its reasonable discretion)), in each case, so long as such activities do not interfere with the performance of the Employee’s responsibilities as an employee of the Company Entities in accordance with this Agreement.

(c)       Compensation .

(i)       Base Salary .  During the Employment Period, the Employee shall receive an annual base salary of $185,000 which Annual Base Salary shall be subject to annual increase by an amount equal to at least the increase in the cost of living, if any, between the date of the immediately preceding increase and the date of each such adjustment, based upon the Consumer Price Index for Urban Consumers, or if that index is discontinued, a similar index prepared by a department or agency of the United States government (as so adjusted, the “ Annual Base Salary ”). The Annual Base Salary shall be paid in accordance with the customary payroll practices of the Company, subject to withholding and other payroll taxes.

(ii)       Bonus .  For each fiscal year during the Employment Period, the Employee will be entitled to receive a bonus (the “ Bonus ”). The Bonus shall be based upon the Company achieving operating and/or financial goals to be established by the Board or any duly appointed committee thereof in good faith, in its sole discretion.

(iii)           Benefits .  During the Employment Period, the Employee shall be entitled to participate in all incentive (including any long term incentive plan), savings and retirement plans, practices, policies and programs applicable generally to other employees of the Company Entities and shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company Entities to the extent applicable generally to other employees of the Company Entities. In addition, the Employee will be entitled to coverage under any directors’ and officers’ liability insurance maintained by the Company.

(iv)     Automobile .  During the Employment Period, the Company shall provide the Employee with the use of a Company automobile (or, at the Company’s option, shall lease an automobile for the Employee’s use) and shall reimburse the Employee for all reasonable expenses incurred by the Employee in connection with the use and maintenance of such automobile.

(v)       Expenses .  The Employee shall be entitled to receive reimbursement for all reasonable expenses incurred by the Employee during the Employment Period in connection with the performance of his duties hereunder, in accordance with the policies, practices and procedures of the Company as in effect from time to time.

(vi)     Vacation and Holidays .  During the Employment Period, the Employee shall be entitled to up to 5 weeks paid vacation per year in accordance with the policies of the Company applicable to other employees of the Company generally.

Section 4.       Termination of Employment .

(a)       Death or Disability .  The Employee’s employment shall terminate automatically upon the Employee’s death or Disability. For purposes of this Agreement, “ Disability ” shall mean the Employee’s inability to perform his duties and obligations hereunder for any 90 days during a period of 180 consecutive days due to mental or physical incapacity as determined by a physician selected by the Company or its insurers.

(b)       Termination by the Employee .  The Employee may terminate his employment with the Company Entities at any time, without prior notice.

(c)       Termination by the Company.   The Company may terminate the Employee’s employment with the Company or any Company Entity at any time, with or without Cause and without prior notice. “ Cause ” will mean that any of the following will have occurred: (i) the Employee has been convicted of a felony, stolen funds or otherwise engaged in fraudulent conduct, (ii) the Employee has engaged in willful misconduct or has been grossly negligent, in each case, which has been materially injurious to the Company, (iii) the Employee has failed or refused to comply with directions of the Board that are reasonably consistent with the Employee’s current position, or (iv) the Employee has breached the terms of this Agreement. “ Without Cause ” shall mean a termination by the Company of the Employee’s employment during the Employment Period for any reason other than a termination based upon Cause, death or Disability.

Section 5.       Obligations of the Company upon Termination .

(a)       Without Cause; Death or Disability .  If, during the Employment Period, the Company shall terminate the Employee’s employment Without Cause or due to death or Disability, then the Company will provide the Employee with the following severance payments and/or benefits:

(i)      The Company shall pay to the Employee a lump sum in the amount of the Employee’s accrued but unpaid Annual Base Salary through the Termination Date (“ Accrued Obligations ”);

(ii)      The Employee, if applicable, and members of his family shall be entitled to continue their participation in the Company Entities’ welfare and benefit plans until the Termination Date;

(iii)           The Company shall pay to the Employee a lump sum in the amount of his Annual Base Salary within six months following termination but not later than March 14 of the calendar year following termination; and

(iv)     The Company shall pay to the Employee a lump sum amount equal to the Bonus the Employee would have received had he remained employed by the Company through the end of the fiscal year in which the termination occurred, pro rated for the number of days Employee was employed by the Company during such fiscal year, to be paid at the same time that similar bonuses are paid to the Company’s other employees.

(b)       Cause; by the Employee; Death or Disability .  If the Employee’s employment shall be terminated by the Company for Cause, by the Employee for any reason, or due to death or Disability, then the Company shall have no further payment obligations to the Employee (or his heirs or legal representatives) other than for (i) payment of Accrued Obligations and (ii) the continuance of the Employee’s and his family’s participation in the Company Entities’ welfare and benefit plans through the Termination Date.

(c)       Condition: Remedies .  The Employee acknowledges and agrees that, (a) the Company’s obligations to make payments under Section 5(a) will be conditioned on the Employee executing and delivering a customary general release in form and substance reasonably satisfactory to the Company.

Section 6.       Nondisclosure and Nonuse of Confidential Information .

(a)      The Employee shall not disclose or use at any time, either during the Employment Period or thereafter, any Confidential Information (as hereinafter defined) of which the Employee is or becomes aware as a consequence of or in connection with his employment with a Company, whether or not such information is developed by him, except (i) to the extent that such disclosure or use is in furtherance of the Employee’s performance in good faith of his duties as Chief Financial Officer of the Company Entities or (ii) to the extent required by law or legal process; provided that (A) the Employee agrees to provide the Company with prompt written notice of any such law or legal process and to assist the Company, at the Company’s expense, in asserting any legal challenges to or appeals of such law or legal process that the Company in its sole discretion pursues, and (B) in complying with any such law or legal process, the Employee shall limit his disclosure only to the Confidential Information that is expressly required to be disclosed by such law or legal process. The Employee will take all commercially reasonable steps to safeguard Confidential Information and to protect it against disclosure, misuse, espionage, loss and theft. The Employee shall deliver to the Company at the termination of the Employment Period, or at any time the Company may request, all memoranda, notes, plans, records, reports, computer tapes and software and other documents and data (and copies thereof) relating to the Confidential Information or the Work Product (as hereinafter defined) of the Company Entities which the Employee may then possess or have under his control.

(b)      The Employee agrees that all Work Product belongs in all instances to the Company Entities. The Employee will promptly disclose such Work Product to the Boar