EMPLOYMENT AGREEMENT

1.   Term of Agreement .  The Agreement shall commence on the Effective Date and shall expire on the first anniversary of the Effective Date (such period, including any extensions pursuant to this Section 1, the “ Term ”).  This Agreement shall be automatically renewable for one-year periods after the expiration of the initial period, unless otherwise terminated pursuant to Section 5.  This Agreement may also be terminated by either party, with or without cause, at the end of the then-current Term with six months’ advance written notice to the other party.

2.   Duties and Scope of Employment .  The Company shall employ the Executive in the position of Senior Vice-President and Chief Financial Officer, as such position was defined in terms of responsibilities and compensation as of the Effective Date; provided , however , that the Board of Directors shall have the right, subject to the other provisions of this Agreement, at any time prior to the occurrence of a Change of Control, to revise such responsibilities and compensation as the Board of Directors in its discretion may deem necessary or appropriate. The Executive shall comply with and be bound by the Company's operating policies, procedures and practices from time to time in effect during his employment.  During the term of the Executive's employment with the Company, the Executive shall devote his full time, skill and attention to his duties and responsibilities, and shall perform them faithfully, diligently and competently, and the Executive shall use his best efforts to further the business of the Company and its affiliated entities.

3.   At-Will Employment .  The Company and Executive acknowledge that Executive’s employment is and shall continue to be at-will, as defined under applicable law, and that Executive’s employment with the Company may be terminated by either party at any time for any or no reason.  If Executive’s employment terminates for any reason, Executive shall not be entitled to any payments, benefits, damages, award or compensation other than as provided in this Agreement.  The rights and duties created by this Section 3 may not be modified in any way except by a written agreement executed by the Chief Executive Officer of the Company and Executive.

4.   Compensation .  For the duties and services to be performed by Executive hereunder, the Company shall pay Executive, and Executive agrees to accept, the salary, Equity Awards (as defined in Section 7 below), bonuses and other benefits described below in this Section 4.

(a)   Salary .  Executive shall receive an annual salary of $285,000 (the “ Base Salary ”).  Executive’s Base Salary will be payable biweekly pursuant to the Company’s normal payroll practices.  The Base Salary shall be reviewed annually by the Company’s Board of Directors or its Compensation Committee, and adjusted as necessary following such review, and any increase will be effective as of the date determined appropriate by the Board of Directors or its Compensation Committee and will thereafter be deemed a part of Base Salary for purposes of Sections 6(a) and 6(b) of this Agreement.

(b)   Annual Bonus .  In addition to the Base Salary, for each fiscal year ending during the Term, Executive shall have the opportunity to earn an annual performance bonus (the “ Annual Bonus ”) in an amount up to 60% of Executive’s Base Salary.  The exact amount of the Annual Bonus will be determined by the Board of Directors or its Compensation Committee in consultation with the Chief Executive Officer and Executive, based upon mutually agreed performance objectives, both personal and corporate.

(c)   Equity Awards .  Subject to the discretion of the Company’s Board of Directors (or its Compensation Committee), Executive shall be eligible to receive additional Equity Awards, from time to time in the future, on such terms and subject to such conditions as the Board of Directors (or its Compensation Committee) shall determine as of the date of any such grant.  To the extent permitted by Section 422(d) of the Internal Revenue Code of 1986, as amended (the “ Code ”), any stock options shall be incentive stock options.

(d)   Additional Benefits .

(i)   General .  Executive shall be eligible to participate in the Company’s employee benefit plans of general application, including without limitation, those plans covering medical, disability and life insurance in accordance with the rules established for individual participation in any such plan and under applicable law.  Executive shall be eligible for vacation and sick leave in accordance with the policies in effect during the Term of this Agreement and will receive such other benefits as the Company generally provides to its other employees of comparable position and experience.

(ii)   Relocation Assistance .  In connection with Executive’s commencement of employment, the Company will pay Executive an amount equal to $1,500 per month for the first six months following the Effective Date (the “ Relocation Assistance Payments ”).  In the event that Executive’s employment terminates within six (6) months after the Effective Date due to a Voluntary Termination or a Termination for Cause, Executive will be obligated to repay to the Company, on a prorated basis, the amount of any Relocation Assistance Payments previously made by the Company (with such repayment to be made within ten (10) days after the date of Executive’s termination of employment).

(e)   Reimbursement of Expenses .   Executive shall be authorized to incur on behalf and for the benefit of, and shall be reimbursed by, the Company for reasonable expenses, provided that such expenses are substantiated in accordance with Company policies.

5.   Termination of Agreement .  This Agreement may be terminated during its Term upon the occurrence of any of the following events:

(i)   The Company’s termination of Executive for Cause (as defined in Section 7 below) (“ Termination for Cause ”);

(ii)   The Company’s termination of Executive without Cause (as defined in Section 7 below), which determination may be made by the Company at any time at the Company’s sole discretion, for any or no reason (“ Termination Without Cause ”);

(iii)   The effective date of a written notice sent to the Company from Executive stating that Executive is electing to terminate his employment with the Company (“ Voluntary Termination ”); or

(iv)   Executive’s death or Disability (as defined in Section 7 below).

6.   Severance Benefits .   Executive shall be entitled to receive severance benefits upon termination of employment only as set forth in this Section 6:

(a)   Termination Following a Change of Control .

(i)   Involuntary Termination .  If Executive’s employment with the Company is terminated at any time within 24 months after a Change of Control as a result of an Involuntary Termination, then, subject to Executive executing and not revoking a general mutual release of claims in a form acceptable to the Company (which Executive must execute and deliver to the Company within fifty (50) days following the date of termination and shall not have been revoked by Executive within any period permitted under applicable law), Executive shall be entitled to receive the following severance and other benefits, provided that such termination of employment with the Company constitutes a Separation from Service:

(A)   Severance Pay .  During the Continuation Period, Executive shall be entitled to receive as severance an amount equal to the sum of (i) Executive’s Base Salary (on a monthly basis) multiplied by the length of the Continuation Period, plus (ii) an amount equal to the cash portion of Executive’s target Annual Bonus for the fiscal year in which the termination occurs (with it deemed that all performance goals have been met at 100% of budget or plan) multiplied by (x) the number of months in the Continuation Period divided by (y) 12.  Such severance payments will be made periodically in the same amounts and at the same intervals as the payments of Base Salary were made immediately prior to termination of employment; provided, however, that any such payments that would otherwise have been made before the first normal payroll payment date falling on or after the First Payment Date shall be made on the First Payment Date.  In addition, during the Continuation Period, the Company shall continue to make available to Executive and Executive’s spouse and dependents any group health plans, life insurance plans and other benefit plans and programs of the Company which were available to such individuals on the date of such termination of employment (the “ Benefit Programs ”), to the extent permitted by law and subject to the terms and conditions of the relevant plan or program.  For purposes of this Section 6(a)(i)(A), Benefit Programs will not include future participation in any discretionary bonus or equity incentive pool, other than amounts as contemplated in this subsection A.

(B)   Medical Benefits .  During the Continuation Period, Executive shall be entitled to receive a payment in an amount equal to $1,500 per month, which shall be intended to reimburse Executive’s premium payments, if any, for group health coverage elected by Executive pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”).

(C)   Equity Acceleration .  The vesting and exercisability of all of Executive’s outstanding Equity Awards shall be automatically accelerated and any transfer or forfeiture restrictions on such Equity Awards automatically lapse as to 100% of the shares subject thereto.  The foregoing provision is hereby deemed to be a part of each Equity Award and to supersede any contrary provision in any agreement relating thereto.

(ii)   Voluntary Termination; Termination For Cause .  If Executive’s employment with the Company is terminated at any time within 24 months after a Change of Control as a result of a Voluntary Termination or a Termination for Cause, then Executive shall not be entitled to receive payment of any severance benefits.  Executive will receive payment(s) for all salary and unpaid vacation accrued as of the date of Executive’s termination of employment and Executive’s benefits will be continued under the Company’s then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination and in accordance with applicable law.

(b)   Termination Apart from a Change of Control .

(i)   Involuntary Termination .  If Executive’s employment with the Company terminates as a result of an Involuntary Termination at any time prior to the occurrence of a Change of Control or after the 24-month period following the effective date of a Change of Control, then, subject to Executive executing and not revoking a general release of claims against the Company in a form acceptable to the Company (which Executive must execute and deliver to the Company within fifty (50) days following the date of termination and shall not have been revoked by Executive within any period permitted under applicable law), Executive will be entitled to receive the following severance and other benefits, provided that such termination of employment with the Company constitutes a Separation from Service:

(A)   Severance Pay .  The Company shall pay to Executive in one lump-sum payment on the First Payment Date, an amount equal to (i) Executive’s Base Salary (on a monthly basis) multiplied by the length of the Continuation Period, plus (ii) an amount equal to the cash portion of Executive’s target Annual Bonus for the fiscal year in which the termination occurs (with it deemed that all performance goals have been met at 100% of budget or plan) multiplied by (x) the number of months in the Continuation Period divided by (y) 12.  In addition, during the Continuation Period, the Company shall continue to make available to Executive and Executive’s spouse and dependents the Benefit Programs, to the extent permitted by law and subject to the terms and conditions of the relevant plan or program.  For purposes of this Section 6(b)(i)(A), Benefit Programs will not include future participation in any discretionary bonus or equity incentive pool, other than continuation of amounts as contemplated in this subsection A.

(B)   Medical Benefits .  During the Continuation Period, Executive shall be entitled to receive a payment in an amount equal to $1,500 per month, which shall be intended to reimburse Executive’s premium payments, if any, for group health coverage elected by the Executive pursuant to the COBRA.

(ii)   Voluntary Termination; Termination for Cause .  If Executive’s employment with the Company is terminated at any time prior to a Change of Control or