Marketing of the OCSD of the Company and shall have such responsibilities, duties and authority as may from time to time be assigned to Executive by the Group President (or his designee), which responsibilities, duties and authority may be altered from time to time. Executive hereby agrees that during the Term of this Agreement he will devote substantially all his working time, attention and energies to the diligent performance of his duties for the Company.  With the consent of the Group President (or his designee), the Executive may serve as a director on the board of directors or trustees of an additional company or educational organization.

(b)                            Unless earlier terminated as provided herein, Executive’s employment under this Agreement shall be for a rolling, two-year term (the “Term”) commencing on the Effective Time (as defined in the Recapitalization Agreement), and shall be deemed to extend automatically, without further action by either the Company or Executive, each day for an additional day, such that the remaining term of the Agreement shall continue to be two years; provided, however, that either party may, by written notice to the other, cause this Agreement to cease to extend automatically and, upon such notice, the “Term” of this Agreement shall be the two years following the date of such notice and this Agreement shall terminate upon the expiration of such Term.

(c)                             The purpose of this Agreement is to amend any prior employment agreement and to provide a single, integrated document which shall provide the basis for Executive’s continued employment by the Company.  This Agreement supersedes any prior employment agreement in its entirety and any rights under any prior employment agreement are terminated on the Effective Time, This Agreement shall not be effective until the Effective Time,

and this Agreement shall terminate immediately if the Recapitalization Agreement is terminated in accordance with its terms prior to the Effective Time.

2.                                        Compensation and Benefits .  As compensation for Executive’s services during the initial Term of this Agreement, Executive shall be paid and receive the compensation and benefits set forth in subsections (a) through (e) below:

(a)                             An annual base salary (“Base Salary”) of One Hundred Thirty-Eight Thousand and 00/00 Dollars ($138,000.00), prorated for any partial year of employment. Executive’s Base Salary shall be subject to annual review at such time as the Company conducts salary reviews for its executives generally.  Executive’s Base Salary shall be payable in substantially equal installments on a semi-monthly basis, or in accordance with the Company’s regular payroll practices in effect from time to time for executives of the Company.

(b)                            Executive shall be eligible to participate in the Target Incentive Plan and such other annual incentive plans as may be established by the Company from time to time for individuals at Executive’s level.  The Company will establish individual and financial performance goals each year under the incentive plans, and Executive’s annual Target Bonus shall be 40% of Base Salary; the maximum award for exceeding the performance goals (which will be determined in accordance with the current plan design) shall be 80% of Base Salary.  The annual incentive bonus payable under this subsection (b) shall be payable as a lump sum at the same time bonuses are paid to other executives, unless Executive elects to defer all or a portion of such bonus pursuant to any deferral plan established by the Company for such purpose.

(c)                             The Company will grant Executive 7,000 options to purchase shares of the Company’s Common Stock that will vest over time (“Time Options”) and the Company will grant Executive performance-based options for 7,000 shares of the Company’s Common Stock

(“Performance Options”) (the Time Options and the Performance Options are collectively referred to herein as “Options”).  The terms and conditions of the Time Options and the Performance Options shall be as set forth in the separate Option Agreements with Executive covering the grant of such Options.  Executive will be eligible to participate in such other stock option programs as may be established from time to time by the Company for its executives.

The other terms and conditions applicable to the Options and any equity purchased by Executive in the Company on or after the Effective Time (“Purchased Equity”), including put and call rights, shall be as provided in the Employee Shareholders Agreement, the terms and conditions of which are described on Schedule A, and to which Executive agrees to be bound.

(d)                            Executive shall be entitled to participate in, or receive benefits under, any “employee benefit plan” (as defined in Section 3(3) of ERISA) or employee benefit arrangement made generally available by the Company to its executives, including plans providing retirement, 401(k) benefits, health care, life insurance, disability and similar benefits.

(e)                             Executive is eligible for vacation in accordance with the Company’s standard vacation policy.  Executive will be provided a vehicle in accordance with the Company’s automobile policy.  Executive will be provided an annual physical examination. Executive will be promptly reimbursed by the Company for all reasonable business expenses Executive incurs and properly reports in carrying out Executive’s duties and responsibilities under this Agreement.

3.                                        Termination .

3.1                                  By Company .  The Company shall have the right to terminate Executive’s employment under this Agreement at any time during the Term by Notice of Termination (as

described in Section 6).  If the Company terminates Executive’s employment under this Agreement (i) for Cause, as defined in Section 5.2, (ii) if Executive becomes Disabled, or (iii) upon Executive’s death, the Company’s obligations under this Agreement shall cease as of the date of termination; provided, however, that Executive will be entitled to whatever benefits are payable to Executive pursuant to the terms of any health, life insurance, disability, welfare, retirement or other plan or program maintained by the Company in which Executive participates. If the Company terminates Executive during the Term of this Agreement other than pursuant to clauses (i) through (iii) of this Section 3.1, Executive shall be entitled to receive the compensation and benefits provided in subsections (a) through (c) below.  Unless specified otherwise, the time periods in subsections (a) through (c) below shall be the 12-month period commencing on the date of Executive’s termination of employment (“Severance Period”). Except as otherwise provided herein, the Company agrees that if Executive terminates employment and is entitled to compensation and benefits under this Section 3.1, he shall not be required to mitigate damages by seeking other employment, nor shall any amount he earns reduce the amount payable by the Company hereunder.  Executive agrees that the compensation and benefits provided pursuant to Sections 3.1 and 3.2 shall be the only severance benefits payable to Executive by the Company and its affiliates as a result of Executive’s termination of employment and Executive hereby waives his rights (if any) to any severance benefits under any other plan or program of the Company and its affiliates.  The compensation and benefits payable or to be provided under subsections (a) through (c) below shall cease in the event of Executive’s death after termination of employment.

(a)                             Base Salary - Executive will continue to receive his Base Salary as then in effect (subject to withholding of all applicable taxes) for the Severance Period in the same manner as it was being paid as of the date of termination.

(b)                            Bonuses and Incentives - Executive shall receive bonus payments from the Company for each month of the Severance Period in an amount for each such month equal to one-twelfth of the average of the bonuses earned by him for the two fiscal years in which bonuses were paid immediately preceding the year in which such termination occurs.  Any bonus amounts that Executive had previously earned from the Company but which may not yet have been paid as of the date of termination shall be payable on the date such amounts are payable to other executives and Executive’s termination shall not affect the payment of such bonus. Executive shall also receive a prorated bonus for any uncompleted fiscal year at the date of termination (assuming the Target Award level has been achieved), based upon the number of days that he was employed during such fiscal year.

(c)                             Health and Life Insurance Coverage - The health care and group term life insurance benefits coverage provided to Executive at his date of termination shall be continued for the Severance Period at the same level and in the same manner as then provided to actively employed executive participants as if his employment under this Agreement had not terminated. Any additional coverages Executive had at termination, including dependent coverage, will also be continued for such period on the same terms, to the extent permitted by the applicable policies or contracts.  Any costs Executive was paying for such coverages at the time of termination shall be withheld from the amounts payable under subsection (a) above, or be paid by Executive by separate check payable to the Company each month in advance.  If the terms of any benefit plan referred to in this Section, or the laws applicable to such plan, do not permit continued

participation by Executive, then the Company will arrange for other coverage at its expense providing substantially similar benefits (including the same deductible and co-payment levels provided under the Company’s policy).  The benefits provided in this subsection (c) shall cease if Executive obtains other employment and, as a result of such other employment, health care and life insurance benefits are available to Executive.

(d)                            Lump Sum Payment .  While the Company intends to pay such amounts on a monthly basis, the Company may, in its sole discretion, decide that the salary payments provided for under subsection (a) and/or the bonus payments provided for under subsection (b) shall be paid in a single lump sum payment, to be paid not later than 180 days after Executive’s termination of employment; provided , further , that the amount of any such lump sum payment shall be determined by taking the salary or bonus payments to be made and discounting them to their Present Value (as defined in Section 5.8) on the date the payment to Executive is made.  The lump sum payment under this subsection (d) shall not alter the amounts Executive is entitled to receive under the benefit plans described in subsection (c).  Benefits under such plans shall be determined as if Executive had received such payments over the Severance Period.

(e)                             Stock Options .  As of Executive’s date of termination, the vesting and exercisability of all outstanding Time Options and Performance Options held by Executive, (and any other outstanding stock options granted to Executive by the Company) shall be determined in accordance with the stock option agreements for such options.

3.2                                  By Executive .  Executive shall have the right to terminate his employment hereunder at any time by Notice of Termination (as described in Section 6).  If Executive terminates his employment other than for Good Reason, the Company’s obligations under this Agreement shall cease as of the date of such termination.  If Executive terminates his

employment for Good Reason (as defined in Section 5.6), Executive shall be entitled to receive the compensation and benefits set forth in subsections (a) through (e) of Section 3.1 for the Severance Period, including the nonmitigation and other provisions of such section.

3.3                                  Release of Claims .  To be entitled to any of the compensation and benefits described above in this Section 3, Executive s