EMPLOYMENT AGREEMENT

4.

Compensation and Benefits .

(a)

Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $270,000 per year or such higher rate as may be determined annually by the Company (“ Base Salary ”). Such Base Salary, less applicable withholdings, shall be paid in accordance with the Company’s standard payroll practice for executives. The Base Salary set forth in this Agreement shall be retroactive to May 2, 2008; the difference between the base salary paid from May 2, 2008 and the Base Salary set forth in this Agreement will be paid, less applicable withholdings, in the first pay period following execution of this Agreement.

(b)

Annual Bonus. During the Employment Term, Executive will be eligible to receive an Annual Bonus each year, as determined in accordance with the Applicable Plan approved by the Company for executives for such year. The Applicable Plan for 2008 is attached hereto as Appendix A and the Applicable Plan for 2009 and subsequent years will be determined by the Company at its sole discretion. The Company has the right to change or eliminate the Applicable Plan at any time. The Annual Bonus to be paid to Executive in 2009 shall be based on the Company’s financial performance in 2008, continuing in like progression with the Annual Bonus to be paid in any year based on the Company’s prior year’s performance. Such Annual Bonus, less applicable withholdings, shall be paid on the January 1st immediately following the year to which the Annual Bonus relates, or as soon as administratively practicable thereafter, but no later than December 31st of such following year. Except as otherwise provided by Section 7, in order to be eligible to receive payment of any portion of an Annual Bonus, Executive must be actively employed by the Company on the payment date. Notwithstanding the foregoing, Executive acknowledges that whether any Annual Bonus is to be paid for a given year and the amount of that Annual Bonus is completely at the discretion of the Company.

(c)

Incentive Compensation. Executive shall be eligible to participate in and receive incentive compensation (“Incentive Compensation”) under the Company’s incentive compensation plans generally made available to other executives at a level commensurate with his position and in accordance with and subject to the terms of such plans. The Incentive Compensation for 2008 is set forth on Appendix A and the Incentive Compensation for 2009 and subsequent years will be determined by the Company at its sole discretion. Notwithstanding the foregoing, Executive acknowledges that the grant of awards under the Company’s incentive compensation plans is completely at the discretion of the Company.

(d)

Benefit Plans, Fringe Benefits and Vacation. Executive shall be eligible to participate in any 401(k) savings plan generally made available by the Company to other executives in accordance with the eligibility requirements of such plans and subject to the terms and conditions set forth in such plans, except for any pension benefit. Executive shall be eligible to participate in any health and welfare plans made available to other executives, including, but not limited to, any medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan. Executive will also be eligible to receive at least four (4) weeks of vacation per calendar year, accrued and earned on a daily basis, as well as other types of paid time-off

(e)

Housing and Travel Allowance. Executive has affirmed his plan to maintain a residence in the community served by the Company. To defray the costs to Executive of this additional residence, and the cost of occasional commutes between his current home and Company offices, the Company will provide Executive with a Housing and Travel Allowance of $2,000 per month for the duration of his employment under this Agreement. The Company shall also pay Executive a tax gross-up benefit on the Housing and Travel Allowance in an amount such that, after the withholding of all federal and state income and employment taxes with respect to the Housing and Travel Allowance and the tax gross-up benefit, Executive will be in the same after-tax economic position that Executive would have been in had the Housing and Travel Allowance not been subject to such taxes. The Housing and Travel Allowance and tax-gross up benefit for a given month shall be paid to Executive on the first day of such month, or as soon as administratively practicable thereafter, but in no event later than the end of that month.

(f)

Expense Reimbursement. The Company shall promptly reimburse Executive for the ordinary and necessary business expenses incurred by Executive in the performance of the duties under this Agreement in accordance with the Company’s customary practices applicable to executives, provided that such expenses are incurred and accounted for in accordance with the Company’s expense reimbursement policy. Reimbursement shall be made as soon as administratively practicable following Executive’s submission of the necessary documents and receipts required under the Company’s expense reimbursement policy, but in no event later than December 31st of the calendar year following the calendar year in which the expense was incurred.

(g)

Concession. Executive will be provided with paid PDA or mobile phone service for one electronic device, as well as concession Telephone and Toll Service, DSL Internet Service and in territory Digital TV service benefits consistent with those available to other executives.

(h)

Indemnification. Executive will be covered by the Company’s standard Director’s and Officer’s Indemnification Agreement, providing for indemnification consistent with the New York Business Corporation Law and the Company’s by-laws.

5.

Termination of Employment .

(c)

Termination by the Company for Cause.

(d)

Termination by the Company Without Cause. The Company may terminate Executive’s employment at any time under this Agreement without Cause after providing written notice to Executive.

(e)

Termination by Executive. Executive may terminate his employment under this Agreement after providing thirty (30) days’ written notice to the Company.

(f)

Expiration of Initial Term or Renewal Period. In the event that either party gives written notice of non-renewal of the Initial Term or a Renewal Period, as applicable, pursuant to Section 2, Executive’s employment shall terminate upon the expiration of the Initial Term or Renewal Period.

6.

Return of Property and Information.

(i)

Earned but Unpaid Compensation. The Company shall pay Executive any accrued but unpaid Base Salary for services rendered through the date of termination, any appropriately documented and accrued but unpaid expenses required to be reimbursed under this Agreement, and any unused vacation accrued to the date of termination.

(ii)

Other Compensation and Benefits. Except as may be provided under this Agreement, any benefits to which Executive may be entitled through the date of Executive’s termination pursuant to the plans, policies and arrangements referred to in Section 4(d) shall be determined and paid in accordance with the terms of such plans, policies and arrangements, and except as otherwise provided by this Agreement, Executive shall have no right to receive any other compensation, or to participate in any other plan, arrangement or benefit, with respect to future periods after such termination or resignation.

(i)

Severance Pay. Pay to Executive severance pay in an amount equal to 100% of his Base Salary in effect as of the date of his termination of employment. Payment of such severance pay shall be made in a lump sum as soon as administratively practicable after the date of Executive’s termination (or if required by Section 409A, on the six (6) month anniversary of his termination),

(ii)

Annual Bonus. Pay to Executive the target amount of the Annual Bonus under the Applicable Plan for the year in which the termination of Executive’s employment occurs. Payment of such Annual Bonus shall be made in a lump sum as soon as administratively practicable after the date of Executive’s termination (or if required by Section 409A, on the six (6) month anniversary of his termination), but no later than ninety (90) days thereafter, and not before the expiration of the revocation period for the Release and Waiver.

(iii)

Benefits Continuation. Continue to provide Executive and his family for the one-year period following Executive’s termination with the health and welfare benefits, including, but not limited to, benefits under any medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan, which Executive and his family were receiving as of the date of Executive’s termination. The Company shall provide such benefits at the same cost to Executive as the cost, if any, charged to Executive for those benefits at the time of his termination. To the extent that the provision of such benefits at the Company’s expense during the six (6) month period following Executive’s termination would violate the requirements of Section 409A, then Executive shall be required to pay to the Company the Company portion of the cost of such benefits during such six (6) month period, and the Company shall reimburse Executive for the amounts so paid by Executive on the six (6) month anniversary of his termination, or as soon as administratively practicable thereafter, but no later than ninety (90) days thereafter.

(i)

In the event Executive’s employment is terminated by the Company without Cause, or by Executive for Good Reason, within the twenty-four (24) month period following a Change in Control, if Executive executes the Release and Waiver required by Section 8 and such Release and Waiver is not revoked on or before the expiration of the revocation period thereof, and Executive has complied with the return of property and information provision set forth in Section 6, then in addition to the payments to be made pursuant to Section 7(a), but subject to Section 7(c)(iv), the Company shall also:

(A)

Severance Pay. Pay to Executive severance pay in an amount equal to 150% of his Base Salary at its highest level in effect from the date of the Change in Control through his termination of employment. Payment of such severance pay shall be made in a lump sum as soon as administratively practicable after the date of Executive’s termination (or if required by Section 409A, on the six (6) month anniversary of his termination), but no later than ninety (90) days thereafter, and not before the expiration of the revocation period for the Release and Waiver.

(B)

Annual Bonus. Pay to Executive 150% of the target amount of the Annual Bonus under the Applicable Plan for the year in which the termination of Executive’s employment occurs. Payment of such Annual Bonus shall be made in a lump sum as soon as administratively practicable after the date of Executive’s termination (or if required by Section 409A, on the six (6) month anniversary of his termination), but no later than ninety (90) days thereafter, and not before the expiration of the revocation period for the Release and Waiver.

(C)

Equity Vesting Acceleration. Accelerate the vesting of and the lapsing of restrictions on any unvested or restricted equity compensation (e.g., stock options, restricted stock, etc.).

(D)

Benefits Continuation. Continue to provide Executive and his family for the one-year period following Executive’s termination with the health and welfare benefits, including, but not limited to, benefits under any medical and dental benefits plan, life insurance plan, short-term and long-term disability plans, or other executive benefit or fringe benefit plan, which Executive and his family were receiving as of the date of Executive’s termination. The Company shall provide such benefits at the same cost to Executive as the cost, if any, charged to Executive for those benefits at the time of his termination. To the extent that the provision of such benefits at the Company’s expense during the six (6) month period following Executive’s termination would violate the requirements of Section 409A, then Executive shall be required to pay to the Company the Company portion of the cost of such benefits during such six (6) month period, and the Company shall reimburse Executive for the amounts so paid by Executive on the six (6) month anniversary of his termination, or as soon as administratively practicable thereafter, but no later than ninety (90) days thereafter.