EMPLOYMENT AGREEMENT

1.4          Location .  The Executive shall perform services pursuant to this Agreement at the Company’s offices located in Carlsbad, California, or at any other place at which the Company maintains an office; provided, however, that (i) the Company will not relocate the offices that are the primary location at which the Executive performs services pursuant to this Agreement by more than thirty miles from the then current location without the Executive’s prior written consent and (ii) the Company may from time to time require the Executive to travel temporarily to other locations in connection with the Company’s business.

2.                                       LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.

2.1          Loyalty .  During the Executive’s employment by the Company the Executive shall devote the Executive’s full business energies, interest, abilities and productive time to the proper and efficient performance of the Executive’s duties under this Agreement.

2.2          Covenant not to Compete .  Except with the prior written consent of the Board, the Executive will not, while employed by the Company, or during any period during which the Executive is receiving compensation or any other consideration from the Company, including, but not limited to, severance pay pursuant to Section 4.1.3 herein, engage in competition with the Company and/or any of its affiliates, subsidiaries, or joint ventures currently existing or which shall be established during the Executive’s employment by the Company (collectively, “ Affiliates ”) either directly or indirectly, in any manner or capacity, as adviser, principal, agent, affiliate, promoter, partner, officer, director, employee, stockholder, owner, co-owner, consultant, or member of any association or otherwise, in any phase of the business of developing, manufacturing and marketing of products or services which are in the same field of use or which otherwise compete with the products or services or proposed products or services of the Company or any of its Affiliates.

2.3          Agreement not to Participate in Company’s Competitors .  During his employment by the Company, the Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by the Executive to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise or in any company, person or entity that is, directly or indirectly, in competition with the business of the Company or any of its Affiliates.  Ownership by the Executive, as a passive investment, of less than 2% of the outstanding shares of capital stock of any corporation with one or more classes of its capital stock listed on a national securities exchange or in the over-the-counter market shall not constitute a breach of this paragraph.

3.                                       COMPENSATION OF THE EXECUTIVE.

3.1          Base Salary.   The Company shall pay the Executive a base salary of $420,000 per year (the “ Base Salary ”), less payroll deductions and all required withholdings, payable in regular bi-weekly payments or otherwise in accordance with Company policy.  Such Base Salary shall be prorated for any partial year of employment on the basis of a 365-day fiscal year.

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3.2          Discretionary Bonuses.   In addition to the Base Salary, the Executive will be eligible to receive a yearly discretionary merit bonus (with a base percentage factor of forty percent (40%)) in accordance with the Company’s Executive Bonus Plan to be established by the Company based upon the Executive’s performance, as determined by the Board in its sole discretion, against fundamental objectives to be mutually agreed upon by the Executive and the Board.  Any bonus that is earned by the Executive under the Executive Bonus Plan, or any other bonus plan approved by the Board, shall be paid to the Executive no later than the March 15 of the year immediately following the year in which such bonus was earned.

3.3          Stock Options.   The Company agrees that it will grant to the Executive, pursuant to the terms of the Company’s 2009 Equity Incentive Plan (the “ Plan ”) to be established by the Company following the Company’s conversion to a Delaware corporation, stock options to purchase shares of the Common Stock of the Company (each an “ Option ” and collectively, the “ Options ”) representing five percent (5%) of the shares of capital stock of the Company outstanding following the Series A Preferred Stock Financing of the Company (which is expected to occur in the first fiscal quarter of 2009) determined on a fully-diluted, as converted to Common Stock basis, including shares reserved for issuance pursuant to the Plan.  Such Options shall include an “early-exercise” feature, which will allow the Executive to exercise the Options with respect to some or all of the unvested shares and such unvested shares shall thereafter be subject to a repurchase option in favor of the Company, which repurchase option shall lapse in accordance with the stated vesting of such unvested Options.  To the maximum extent possible, the Options shall be “incentive stock options” as such term is defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “ Code ”).  The purchase price of the shares issuable upon exercise of the Options shall be equal to the fair market value per share of the Company’s Common Stock on the date of grant, as determined in good faith by the Board based on a valuation performed by a qualified independent appraiser using a traditional appraisal methodology.  The Options will be subject to vesting over a period of four (4) years following the grant date, with 1/4th of the shares subject to such Options vesting on the one (1) year anniversary of the grant date and 1/48 th  of the shares subject to such Options vesting on a monthly basis thereafter until all the shares subject to such Options are vested on the fourth anniversary of the grant date, in each case only so long as the Executive remains continuously employed by the Company.  In the event of a Change in Control (as defined below), regardless of termination of the Executive’s employment, the vesting of the Options set forth in Section 3.3 hereof shall accelerate and vest in full.  The terms and vesting of the Options will be more fully set forth in the Plan and shall be subject to the Company’s standard form of stock option agreement.

3.4          Changes to Compensation.   It is anticipated that the Executive will be considered on an annual basis for merit increases in base compensation consistent with performance and market trends but subject to Board approval in its sole discretion.  Subject to Section 4.1.3 below, the Executive’s compensation may be changed from time to time in the Company’s sole discretion based upon Board approved changes to the Company’s operating plan after considering relevant business conditions.

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3.5          Employment Taxes .  All of the Executive’s compensation and payments under this Agreement shall be subject to customary withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company.

3.6          Benefits .  The Executive shall, in accordance with Company policy and the terms of the applicable plan documents, be eligible to participate in benefits under any executive benefit plan or arrangement which may be in effect from time to time and made available to the Company’s executive or key management employees.

3.7          Vacations and Holidays.   The Executive shall be entitled to receive three (3) weeks of paid vacation during each calendar year, and shall be entitled to paid holidays in accordance with the Company’s policies.

4.                                       TERMINATION.

4.1          Termination By the Company .  The Executive’s employment with the Company may be terminated under the following conditions:

4.1.1       Termination for Death or Disability .  The Executive’s employment with the Company shall terminate effective upon the date of the Executive’s death or Complete Disability (as defined below).  If the Executive’s employment shall be terminated by death or Complete Disability, the Company shall pay to the Executive, and/or the Executive’s heirs, the Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive and/or the Executive’s heirs under this Agreement.

4.1.2       Termination by the Company For Cause .  The Company may terminate the Executive’s employment under this Agreement for Cause (as defined below) or the Executive may resign his employment under this Agreement without Good Reason (as defined below).  If the Executive’s employment shall be terminated by the Company for Cause or by the Executive without Good Reason, the Company shall pay the Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings, and the Company shall thereafter have no further obligations to the Executive under this Agreement.

4.1.3       Termination By The Company Without Cause Or By The Executive With Good Reason.   If the Company (or its successor) terminates the Executive’s employment without Cause, or if the Executive terminates his employment for Good Reason, then the Company shall pay the Executive’s Base Salary and accrued and unused vacation benefits earned through the date of termination at the rate in effect at the time of termination, less standard deductions and withholdings.  In addition, subject to the Executive’s delivery to the Company of a release and waiver of claims in the form attached hereto as Exhibit A within the applicable time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment, and permitting such Release and Waiver to become

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fully effective in accordance with its terms, (the date Executive’s Release becomes fully effective, the “ Release Effective Date ”), the Company shall provide the Executive with the following benefits hereunder, as applicable (the “ Severance Benefits ”):

4.1.3.1          If the Executive’s termination occurs prior to and not within one month of a Change of Control, the Executive shall be entitled to 18 months of his Base Salary in effect as of the termination date (ignoring any reduction in salary that is the basis for a the Executive’s termination of employment for Good Reason), less required deductions and withholdings, paid in the form of salary continuation on the Company’s standard payroll dates following termination; provided, however, no such payments will be made prior to the Release Effective Date, and on the first regular payroll date following the Release Effective Date, the Company will pay the Executive in a lump sum the amount of the salary continuation he would have otherwise received on and prior to such date but for the delay due to the Release, with the balance paid thereafter on the original schedule.

4.1.3.2          If the Executive’s termination occurs within one month of, or within 12 months following, the effective date of a Change in Control, the Executive shall be entitled to 24 months of his Base Salary in effect as of the termination date (ignoring any reduction in salary that is the basis for a Good Reason Resignation) and two times the maximum amount of the discretionary bonus payable for the then-current year as if all milestones or other performance targets had been achieved, less required deductions and withholdings, paid in the form of a lump sum on the first regular payroll date following the Release Effective Date.

4.1.3.3          The Company shall pay the premiums (the “ COBRA Premiums ”) for group health plan continuation coverage (i.e., medical, dental and vision insurance) under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”), under the same plans available to active Company employees and under the same rules, restrictions and regulations applicable thereto for up to 18 months following the Executive&rsquo