2.                                     Term of Employment .

The Term of this Agreement (the “Term”) shall be for a period commencing on January 1, 2005 and ending on December 31, 2010 (together with any later date resulting from an extension as contemplated below, the “Termination Date”), unless terminated earlier pursuant to this Agreement (the “Early Termination Date,” and, as the context so requires, a “Termination Date”).  Commencing on December 31, 2010, and on each subsequent anniversary thereof, the Term shall be automatically extended for one additional year unless, no later than six months before such date, either party shall have given written notice to the other that it does not wish to extend the Term.  References herein to the Term shall refer to both the initial Term and any such extended Term.

3.                                     Compensation, Benefits and Reimbursement .

3.1                             Base Salary .  During the Term, Officer shall be entitled to the following base salary:

(a)                                Minimum Base Salary .   During the Term and subject to the terms and conditions set forth herein, Corporation agrees to pay to Officer an annual “Base Salary” of $675,000 (which for 2008 is $750,000), or such higher amount as may from time to time be determined by Corporation; provided, however, that Officer’s Base Salary for 2009 (only) shall be $500,000.  Unless otherwise agreed in writing by Officer and Corporation, the salary shall be payable in substantially equal semi-monthly installments in accordance with the standard policies of Corporation in existence from time to time.

(b)                               Earned Base Salary .  For purposes of any early termination of this Agreement as provided in Paragraph 4 below, the term “Earned Base Salary” shall mean all semi-monthly installments of the Base Salary which have become due and payable to Officer, together with any partial monthly installment prorated on a daily basis up to and including the applicable Termination Date.

3.2                             Increases in Base Salary .  Officer’s Base Salary shall be reviewed no less frequently than on each anniversary of the Effective Date during the Term by the Board (or such committee as may be appointed by the Board for such purpose).  Subject to Paragraph 3.1(a), the Base Salary payable to Officer shall be increased on each such anniversary date (and such other times as the Board or a committee of the Board may deem appropriate during the Term) to an amount determined by the Board (or a committee of the Board).  Each such new Base Salary shall become the base for each successive annual increase; provided, however, that (i) subject to Paragraph 3.1(a), such increase, at a minimum, shall be equal to the cumulative cost-of-living increment as reported in the “Consumer Price Index, Los Angeles, California, All Items,” published by the U.S. Department of Labor (using January 1, 2005 as the base date for comparison), and (ii) effective following January 1, 2009, the amount of Base Salary for purposes of determining such increase shall be the greater of the Base Salary in effect on the date of determination or the Unreduced Base Salary (as defined below).  Any increase in Base Salary or other compensation shall in no way limit or reduce any other obligations of Corporation hereunder and, subject to Paragraph 3.1(a), once established at an increased specified rate, Officer’s Base Salary shall not be reduced unless Officer otherwise agrees in writing.  For purposes of this Agreement, “Unreduced Base Salary” shall mean an amount equal to $750,000 plus the cumulative cost-of-living increment, as of January 1, 2009, as reported in the “Consumer Price Index, Los Angeles, California, All Items,” published by the U.S. Department of Labor.

3.3                             Bonus .  During the Term, Officer is eligible for the following cash bonus (each, a “Bonus”):

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(a)                                Bonus .  Officer shall be eligible to receive a Bonus for each fiscal year of Corporation (or portion thereof) during the Term, with the Bonus to consist of (i) a retention bonus equal to 50% of Base Salary (the “Retention Bonus”), which shall be deemed earned as of January 1 of the next fiscal year and paid no later than the end of the first quarter of that next fiscal year; and (ii) an amount (the “Performance Bonus”) as determined in the sole discretion of the Board (or a committee of the Board) based upon its evaluation of Officer’s performance during such year and such other factors and conditions as the Board (or a committee of the Board) deems relevant (the “Performance Bonus Criteria”), with the amount payable upon achievement of target levels of performance being no less than 50% of Base Salary (the “Performance Bonus Target”); provided, however, that (A) the Board, in its reasonable discretion, may provide for an award in an amount less than the Performance Bonus Target in the event that the Performance Bonus Criteria are not fully achieved and for an award in an amount more than the Performance Bonus Target in the event that the Performance Bonus Criteria are exceeded and (B) effective following January 1, 2009, the amount of Base Salary for purposes of determining the Bonus shall be the greater of the Base Salary in effect for the applicable fiscal year or Unreduced Base Salary.  Any such Performance Bonus shall be payable within 185 days after the end of Corporation’s fiscal year to which such Bonus relates.  Officer shall also receive a cash signing bonus, which shall be earned and paid on a monthly basis in the form of twelve (12) monthly payments of $100,000 each, beginning with a $100,000 payment on April 1, 2006, and ending with the twelfth payment on March 1, 2007.

(b)                               Determination of Bonus .  The Performance Bonus Criteria shall be developed in the reasonable discretion of the Board (or a committee of the Board) after consultation with Officer.

3.4                             Additional Benefit s .  During the Term, Officer shall be entitled to the following additional benefits:

(a)                                Officer Benefits .  Officer shall be eligible to participate in such of Corporation’s benefit and deferred compensation plans as are made available to executive officers of Corporation, including, without limitation, Corporation’s stock incentive and other equity-based compensation plans, annual incentive compensation plans, profit sharing/pension plans, deferred compensation plans, annual physical examinations, dental plans, vision plans, sick pay, medical plans, personal catastrophe and accidental death insurance plans, financial planning, automobile arrangements, retirement plans and supplementary executive retirement plans, if any.  For purposes of establishing the length of service under any benefit plans or programs of Corporation, Officer’s employment with Corporation shall be deemed to have commenced on the Original Effective Date of this Agreement.

(b)                               Vacation .  Officer shall be entitled to accrue a minimum of six weeks of paid vacation during each year during the Term and any extensions thereof, prorated for partial years.  Any accrued vacation not taken during any year may be carried forward to subsequent years; provided that Officer may not accrue more than 12 weeks of unused vacation at any time.  Unused vacation in excess of Officer’s allowable accrued vacation under the foregoing proviso shall be promptly paid to Officer at the end of each year in a cash amount equal to (i) the number of weeks of excess vacation time, multiplied by (ii) weekly Base Salary.

(c)                                Life Insurance .  During the Term, Corporation shall, at its sole cost and expense, procure and keep in effect term life insurance (a minimum five year term certain policy) on the life of Officer, payable to such beneficiaries as Officer may from time to time designate, in the aggregate amount of $5,000,000.  Such policy shall be owned by Officer or by a member of his immediate family.  Corporation shall have no incidents of ownership therein.

(d)                               Disability Insurance .   During the Term, Corporation shall, at its sole cost and expense, procure and keep in effect long-term disability and short-term disability coverage (the

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“Disability Policy”) similar to Officer’s current disability insurance policy on Officer (or, if better, any subsequent policy), payable to Officer in an annual amount not less than 60% of Officer’s then existing Base Salary, Retention Bonus, Performance Bonus, and other cash compensation subject to such limitations as may be applicable under California law and under standard insurance underwriters requirements; provided, however, that if such annual amount is based on a level of Base Salary that is less than the level of Unreduced Base Salary and Officer becomes entitled to disability payments under the Disability Policy, Corporation shall provide a supplemental payment to Officer in an amount equal to the difference between (i) the amount of the disability payments under the Disability Policy and (ii) the amount of the disability payments that Officer would have been entitled to receive under the Disability Policy if such annual amount had been based on a level of Base Salary equal to Unreduced Base Salary.  Any such supplemental payments shall be made at the same time as the disability payments are made to Officer under the Disability Policy.  The premiums for the foregoing coverage shall be included in Officer’s gross income.

(e)                               Reimbursement for Expenses .   During the Term, Corporation shall reimburse Officer for all reasonable out-of-pocket business and/or entertainment expenses incurred by Officer for the purpose of and in connection with the performance of his services pursuant to this Agreement.  Officer shall be entitled to such reimbursement upon the presentation by Officer to Corporation of vouchers or other statements itemizing such expenses in reasonable detail consistent with Corporation’s policies.  In addition, Officer shall be entitled to reimbursement for (i) dues and membership fees in professional organizations and/or industry associations in which Officer is currently a member or becomes a member; (ii) appropriate industry seminars and mandatory continuing education and (iii) membership in a health club or other health-related activity of Officer’s choosing up to a maximum annual fee of $5,000.  The amount of expenses eligible for reimbursement pursuant to this Paragraph 3.4(e) during a calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year.  Without extending the time of payment that would apply in the absence of this sentence, Corporation shall reimburse Officer for any expense eligible for reimbursement pursuant to this Paragraph 3.4(e) on or before the end of the calendar year following the calendar year in which the expense was incurred.  Corporation shall pay Officer for all reasonable attorney’s fees, disbursements and costs incurred by Officer in connection with the negotiation, preparation and execution of this Agreement, within 15 days following presentation of invoices which have been paid.

(f)                                   Withholding .  Compensation and benefits paid to Officer under this Agreement shall be subject to applicable federal, state and local wage deductions and other deductions required by law.

(g)                               Certain Restricted Stock; Certain Other Equity-Related Provisions .  Effective as of the date that this Agreement was originally executed by Corporation and Officer, Officer was granted 30,000 shares of restricted stock of Corporation as a stock signing bonus in recognition of, among other things, his superior performance during his previous period of employment.  These 30,000 shares of restricted stock were granted effective January 1, 2006 and vested 1/24th each month over the 24-month period from January 1, 2006 through December 31, 2007.

In addition, effective as of January 1, 2009, for his execution hereof, Officer shall be granted a number of shares of restricted stock of Corporation that have an aggregate fair market value of $1,000,000 (based on the closing price of Corporation’s stock on December 31, 2008), which shares shall vest 1/24th each month over the 24-month period from January 1, 2009 through December 31, 2010.

In addition, without limiting the generality of Paragraph 3.4(a) above, Officer shall be eligible during the Term to participate in any stock incentive or other equity-based compensation plans of Corporation on a basis that is no less favorable than that applicable to other senior executives of

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Corporation.  With respect to restricted stock and other equity or equity-based compensation awards (excluding awards of stock options and stock appreciation rights), Corporation shall pay Officer an additional cash amount as a tax gross-up upon each vesting or other taxation date with respect to such awards equal to 40% of the value of the shares,  other property or cash included in Officer’s taxable income on such date (but not more than $1 million in any calendar year; provided that any unused potential gross-up under such $1 million cap shall be carried over and available so as to increase the cap for the next and all subsequent years for which there could be a required gross-up payment, until such carried-over amount is used up); regardless of whether the applicable award was, is or will be made before, concurrently with or after the date hereof.  Officer will receive the full cash dividends attributable to all nonforfeited shares of restricted stock (or units), regardless of whether such shares (or units) have become vested on or before the record date for such dividends on the shares (or, as applicable, the underlying shares).  Upon a Change in Control (as defined below), (i) any and all equity or equity-based compensation shall vest; and (ii) any and all options shall be exercisable for their full terms without regard to the termination of Officer’s employment.

4.                                     Termination of this Agreement .

4.1                             Termination by Corporation Defined .

(a)                                Termination Without Cause . Subject to the provisions set forth in Paragraph 4.3 below, “Termination Without Cause” shall constitute any termination of Officer’s employment by Corporation other than termination for Cause (as defined below).

(b)                               Termination for Cause . Subject to the provisions set forth in Paragraph 4.3 below, prior to the Termination Date, Corporation shall have the right to terminate this Agreement for Cause 30 days after written notice has been delivered to Officer, which notice shall specify the specific facts relating to and reason for, and the effective date of, such termination (which date shall be the applicable Early Termination Date).  For purposes of this Agreement, “Cause” shall mean the following:

(i)                                    Officer’s use of alcohol or narcotics which proximately results in the willful material breach or habitual willful neglect of Officer’s duties under this Agreement;

(ii)                                 Officer’s criminal conviction of fraud, embezzlement, misappropriation of assets, or any felony, but in no event traffic or similar violations; or

(iii)                              Officer’s willful Material Breach (as defined below) of this Agreement, if such willful Material Breach is not cured by Officer within 30 days after Corporation’s written notice thereof specifying the nature of such willful Material Breach.  For purposes of this Paragraph 4.1(b), the term willful “Material Breach” (A) shall mean the substantial and continual willful nonperformance of Officer’s material duties under this Agreement resulting from Officer’s gross negligence or willful misconduct which the Board reasonably determines has resulted in material injury to Corporation and (B) notwithstanding anything in this Paragraph 4.1(b) to the contrary, the term willful “Material Breach” shall include Officer’s willful material violation of any specific and proper resolution passed by the Board (or a committee thereof) consistent with this Agreement.

Notwithstanding the foregoing, Cause shall in no event be deemed to exist except (i) as to any event or condition allegedly constituting Cause, as to which notice is given not more than 30 days following the date that such event or condition first becomes known to the Board, and (ii) upon a finding reflected in a resolution of the Board approved by at least two-thirds of the members of the Board,

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excluding Officer (whose finding shall not be binding upon or entitled to any deference by any court, arbitrator or other decision-maker ruling on this Agreement), at a meeting of which Officer shall have been given proper notice and at which Officer (and Officer’s counsel) shall have a reasonable opportunity to present Officer’s case.

For purposes of this Paragraph 4.1(b), no act or omission or other conduct shall be considered “willful” if Officer believed in good faith that such act or omission or conduct was in or not opposed to the best interests of Corporation.

(c)                                Termination by Reason of Death or Disability .  Subject to the provisions set forth in Paragraph 4.3 below, prior to the Termination Date, Corporation shall have the right to terminate this Agreement by reason of Officer’s death or Permanent Disability.  For purposes of this benefit, “Permanent Disability” shall mean any physical or mental disability which causes Officer to be unable to perform all of Officer’s material duties as an employee of Corporation for 180 consecutive business days.  Notwithstanding the foregoing, if Corporation asserts that Officer has a Permanent Disability; (i)  Corporation shall give Officer at least 15 business days’ advance written notice thereof; (ii) Officer shall have the right within 10 business days after such notice to dispute Corporation’s assertion; (iii) within 10 business days after exercising such right Officer shall submit to a physical examination by a physician affiliated with any major metropolitan hospital and selected by Officer; provided, however, that, prior to such physical examination, Officer shall obtain the approval of the Board (or if applicable, its designated committee) with respect to the selection of such physician, which approval shall not be unreasonably withheld; and (iv) if such physician shall issue his written statement to the effect that in his opinion, based on his diagnosis, Officer is capable of resuming his employment and devoting his full time and energy to discharging his duties within 10 business days after the date of such statement, Corporation shall not have the right to terminate Officer under this Paragraph 4.1(c) without further dispute.

4.2                             Termination by Officer Defined .

(a)                                Termination Other than for Good Reason .  Subject to the provisions set forth in Paragraph 4.3 below, Officer shall have the right to terminate this Agreement for any reason other than for Good Reason (as defined below), at any time prior to the Termination Date, upon written notice delivered to Corporation 30 days prior to the effective date of termination specified in such notice (which date shall be the applicable Early Termination Date).

(b)                               Termination for Good Reason .   Subject to the provisions of Paragraph 4.3 below, Officer shall have the right to terminate this Agreement prior to the Termination Date in the event of Good Reason.  For the purposes of this Agreement, “Good Reason” shall mean, without Officer’s express written consent, the occurrence of any of the following circumstances, and in the case of clauses (i), (iii), (v), (vi), (vii), (viii) and (ix) of this Paragraph 4.2(b), failure of Corporation to cure such circumstances within 30 days after written notice thereof specifying the nature of such circumstances has been delivered to Corporation (it being agreed that, if Corporation effects a cure of an event or condition under any particular one of such clauses, it shall not again be permitted during the Term to cure an event or condition under that same clause); provided that Officer shall be required to provide such written notice to Corporation within 30 days following the date that such circumstance first becomes known to Officer:

(i)                                    the assignment to Officer of any duties inconsistent with Officer’s positions as set forth in Paragraph l, or an adverse alteration in the nature or status of Officer’s responsibilities;

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(ii)                                 upon or after a Change in Control (as defined below), a substantial change in the nature of the business operations of Corporation;

(iii)                              a reduction by Corporation in Officer’s Base Salary or Retention Bonus as in effect on the date hereof or as the same may be increased from time to time;

(iv)                             the relocation of Corporation’s principal executive offices to a location outside the Los Angeles and Pasadena, California metropolitan areas, or Corporation’s requiring Officer to be based anywhere other than Corporation’s principal executive offices except for required travel on Corporation’s business to an extent substantially consistent with Officer’s business travel obligations immediately to the date hereof;

(v)                                the failure by Corporation to pay Officer any portion of his current compensation, or to pay Officer any portion of an installment of deferred compensation under any deferred compensation program of Corporation, within seven days of the date such compensation is due;

(vi)                             upon or after a Change in Control, the failure by Corporation to continue in effect any compensation plan