AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT

any for-profit boards of directors on which Employee is serving as of the Effective Date of this Agreement or thereafter.  Employee shall continue to report to the Company’s Chief Executive Officer.  Employee shall be based in Los Angeles, except for required travel on the Company’s business.

SECTION 2.   COMPENSATION AND OTHER BENEFITS.

In consideration of Employee’s employment, and except as otherwise provided herein, Employee shall receive from the Company the compensation and benefits described in this Section 2.  Employee authorizes the Company to deduct and withhold from all compensation to be paid to Employee any and all sums required to be deducted or withheld by the Company pursuant to the provisions of any federal, state, or local law, regulation, ruling, or ordinance, including, but not limited to, income tax withholding and payroll taxes.

2.1       Base Salary.   Subject to the terms and conditions set forth herein, as of January 1, 2008, the Company agrees to pay Employee a base salary at the rate of $ 290,000 per year, less standard payroll deductions and withholdings, payable on the Company’s regular payroll schedule (the “ Base Salary ”).  Employee’s Base Salary shall be reviewed no less frequently than on each anniversary of the Effective Date by the Board (or such committee as may be appointed by the Board for such purpose).  The Base Salary payable to Employee shall be increased on each such anniversary date (and such other times as the Board or a committee of the Board may deem appropriate) 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 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, 2007 as the base date for comparison).  Any increase in Base Salary or other compensation shall in no way limit or reduce any other obligations of the Company hereunder and, once established at an increased specified rate, Employee’s Base Salary shall not be reduced unless Employee otherwise agrees in writing.

2.2       Bonus.   Employee shall be eligible to receive a bonus for each fiscal year of the Company in an amount to be determined in the sole discretion of the Board (or a committee of the Board) based upon its evaluation of Employee’s performance and the performance of the Company during such year and such other factors and conditions as the Board (or a committee of the Board) deems relevant.  Any such bonus shall be payable within 185 days after the end of the Company’s fiscal year to which such bonus relates (the “ Bonus Year ”); provided that, in the event that Employee terminates employment with the Company for any reason other than a termination by the Company for Cause, after the end of the Bonus Year and prior to the date when such bonuses are paid by the Company to senior executives, then Employee shall receive the same bonus that would have been awarded to Employee in the absence of such termination and it shall be paid to Employee at the same time that bonuses are paid by the Company to other senior executives.

2.3       Restricted Stock; Options.   Employee shall be eligible for equity awards from time to time as shall be determined by the Compensation Committee of the Board (the “ Compensation Committee ”) in its sole discretion, and subject to such vesting, exercisability,

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and other provisions as the Compensation Committee may determine in its discretion, after reviewing the performance of both Employee and the Company.  Any new equity awards, and any equity awards that Employee has already been granted by the Company prior to the Execution Date of this Agreement (as defined herein), shall be governed in all respects by the terms of the applicable stock option or restricted stock agreements, grant notice and plan documents.  This Agreement does not alter or affect any equity awards granted to Employee by the Company prior to the Execution Date of this Agreement (whether in the form of stock options or shares of restricted stock), except as specifically provided in Sections 3.4(b), 3.5 and 3.7(b) hereof.

2.4       Vacation.   Employee shall be entitled to accrue and use paid vacation in accordance with the terms of the Company’s vacation policy and practices.

2.5       Other Benefits.   Employee shall be eligible to participate in such of the Company’s benefit and deferred compensation plans as may be made available to executive officers of the Company, including, without limitation, the Company’s stock incentive 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 the Company, Employee’s employment with the Company shall be deemed to have commenced on December 27, 2000.

2.6       Reimbursement for Expenses.   The Company shall reimburse Employee for all reasonable out-of-pocket business expenses (including, but not limited to, business entertainment expenses) incurred by Employee for the purpose of and in connection with the performance of his services pursuant to this Agreement.  Employee shall be entitled to such reimbursement upon the presentation by Employee to the Company of vouchers or other statements itemizing such expenses in reasonable detail consistent with the Company’s policies.  In addition, Employee shall be entitled to reimbursement for: (i) dues and membership fees in professional organizations and industry associations in which Employee is currently a member or becomes a member; and (ii) appropriate industry seminars and mandatory continuing education.  The amount of expenses eligible for reimbursement pursuant to this Section 2.6 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, the Company shall reimburse Employee for any expense eligible for reimbursement pursuant to this Section 2.6 on or before the end of the calendar year following the calendar year in which the expense was incurred.  The Company shall pay Employee for all reasonable attorney’s fees, disbursements and costs incurred by Employee in connection with the negotiation, preparation and execution of this Agreement, within 15 days following presentation of invoices which have been paid.

SECTION 3.   TERMINATION; SEVERANCE.

3.1       Termination.   Employee is employed at-will, meaning that either the

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Company or Employee may terminate Employee’s employment at any time, with or without Cause, subject to the terms and conditions set forth herein.

3.2       Compensation and Benefits Upon Termination. Upon the termination of Employee’s employment for any reason, the Company shall pay Employee all of Employee’s accrued and unused vacation and unpaid Base Salary earned through Employee’s last day of employment (the “ Separation Date ”).

3.3       Termination For Cause.   The Company shall be entitled to terminate this Agreement for Cause (as defined herein) immediately upon written notice to Employee, which notice shall specify the reason for and the effective date of such termination.  In that event, the Company shall pay Employee the compensation set forth in Section 3.2 of this Agreement, and Employee shall not be entitled to any further compensation from the Company, including severance benefits.

3.4       Termination Without Cause.   The Company shall be entitled to terminate Employee’s employment without Cause (as defined herein) immediately upon written notice to Employee.  In that event, Employee shall receive the following severance benefits:

(a)        Salary Continuation.   The Company shall pay Employee severance in an amount equal to one (1) year of Base Salary, less standard payroll deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or continue to provide, such severance payments will cease immediately and in full in the event that Employee materially breaches any of his continuing obligations to the Company (including, but not limited to, any continuing obligations under this Agreement or the Proprietary Information Agreement (as defined in Section 4)).

(b)        Accelerated Vesting.  The Company shall accelerate the vesting of any equity awards previously granted to Employee by the Company (whether in the form of stock options or shares of restricted stock) such that the shares that would have vested in the one (1) year period following the Separation Date, had Employee’s employment not been terminated, shall be deemed vested as of the Separation Date; provided, however, that if Employee’s employment is terminated without Cause following a Change in Control (as defined herein), the Company shall accelerate the vesting of any equity awards previously granted to Employee by the Company such that all of the unvested shares shall be deemed vested as of the Separation Date.

(c)         Bonus.   The Company shall pay Employee a bonus for the year in which the Separation Date occurs in the amount that Employee earned for the previous year, if any.

(d)         Restricted Stock Grants.   The Company shall grant to Employee, fully vested, the pro rata amount of:  (1) any annual performance-based grants of restricted stock that may have been determined by the Compensation Committee for the Company’s fiscal year prior to the fiscal year in which the Separation Date occurs but which have not yet been made to Employee as of the Separation Date; or (2) in the event that such annual performance-based

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grants have not yet been determined for the Company’s fiscal year prior to the fiscal year in which the Separation Date occurs, the average of the amounts of any such grants that Employee received during the preceding two fiscal years.  In either event, the proration shall be based on the number of months of completed service during the fiscal year of termination divided by twelve (12).

3.5       Termination Upon Death or Disability.   The Agreement shall terminate immediately upon Employee’s death or Disability (as defined herein).  In that event, the Company shall provide Employee with the compensation set forth in Section 3.2 of this Agreement, as well as the severance benefits set forth in Sections 3.4(a) and (b); provided that the full acceleration of vesting provided for a termination without Cause following a Change in Control shall not apply in the event of a termination for death or Disability.

3.6       Resignation.  Employee shall be entitled to resign at any time upon written notice to the Company thirty (30) days prior to the effective date of such resignation, which shall be specified in Employee’s notice of resignation.  Unless Employee’s resignation is for Good Reason following a Change in Control, upon Employee’s resignation, the Company shall pay Employee the compensation set forth in Section 3.2 of this Agreement, and Employee shall not be entitled to any further compensation from the Company, including severance benefits.

3.7        Resignation For Good Reason Following A Change In Control.   Employee shall be entitled to terminate this Agreement for Good Reason following a Change in Control.  In that event, Employee shall receive the following severance benefits:

(a)        Salary Continuation.   The Company shall pay Employee severance in an amount equal to one (1) year of Base Salary, less standard payroll deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or continue to provide, such severance payments will cease immediately and in full in the event that Employee materially breaches any of his continuing obligations to the Company (including, but not limited to, any continuing obligations under this Agreement or the Proprietary Information Agreement).

(b)        Accelerated Vesting.  The Company shall accelerate the vesting of any equity awards previously granted to Employee by the Co