Employment Agreement

1.

Your last day of employment with the Company will be June 12, 2008 (the “Termination Date”).

2.

You will become vested in and receive a $300,000 cash payment within 10 days after the expiration of the statutory revocation period (the “Revocation Period”) set forth in the release attached hereto as Exhibit A (the “Shea Release”). This payment represents the value of your unvested long term incentive cash award granted to you on March 15, 2006, under the Company’s Long Term Incentive Plan, which the Board of Directors, in its sole discretion, determined to become vested.

3.

You will receive a cash payment of $96,250 within 10 days after the expiration of the Revocation Period. This payment represents the second quarterly installment of your retention award under the Company’s retention program and you will forfeit all other unpaid installments of the retention award.

4.

You will receive tax and financial advisory services for your 2008 taxes, as provided to similarly situated executive officers of the Company.

   5.

You will receive a cash payment of $9,625, representing six (6) days of accrued and unused vacation days. Such payment will be made to you within 10 days after the expiration of the Revocation Period.

   6.

For the removal of doubt, you will receive, at the times and in the manner provided for in Section 8(d)(ii) of the Employment Agreement, the sums and benefits provided thereunder.

   7.

You will receive six (6) months of outplacement services, in accordance with the Company’s outplacement policy.

   8.

For the removal of doubt, and without limiting any of your rights, you will be entitled to legal representation in connection with the three class action lawsuits filed against the Company in the United States District Court for the Southern District of New York in December 2007 and January 2008, in accordance with, and subject to, the terms of the Company’s certificate of incorporation, by-laws and other such organic documents and any applicable directors and officers liability insurance policies.

   9.

As more specifically provided in Section 8(d)(ii)(E) of the Employment Agreement, for a period of twenty-four months (or, if earlier, until the date you become eligible to receive medical benefits from a new employer) following the termination of your employment, you will be entitled to coverage under the Company’s medical benefit plan, at the Company subsidized premium rate in effect at such time.

10.

The Company, which may include a member of the Board of Directors of the Company, as designated by the Chairman, will, if asked, provide you (or, at your request, directly to prospective employers) with positive employment references. All requests for references shall be directed to the attention of Orlando Rivera.

11.

You understand and agree that the payments and benefits described in Paragraphs 2 through 9 are contingent upon your ( i ) cooperation in effecting an orderly transition of your responsibilities at the Company, ( ii ) compliance with your obligations set forth in this letter agreement; and ( iii ) executing and not revoking the Shea Release (which the parties acknowledge is being executed and delivered simultaneously with the execution and delivery hereof).

12.

You agree not to disparage in any form, including by making any disparaging remarks or sending any disparaging communications, the Company and its affiliates and the reputation of the business, officers, directors and employees of the Company and each of its affiliates. The Company agrees to refrain from making any disparaging remarks about you by press release or other formal

communication or taking any other action with respect to you which is reasonably expected to result, or does result in, damage to your reputation (it being understood that comments or actions by an individual will not be treated as comments or actions by the Company unless such individual both has authority to act on behalf of the Company and purports to act on behalf of the Company).

13.

You agree, at our request, to cooperate with, and provide truthful testimony in, any judicial or regulatory proceeding involving the Company and/or each of its affiliates, officers, directors or employees. To the extent the Company requests your cooperation or testimony, the Company shall promptly, after your submission of reasonable vouchers therefor, reimburse you for all reasonable out-of-pocket expenses incurred by you in connection with such cooperation and testimony.

14.

The parties acknowledge, for the removal of doubt, the provisions of the Employment Agreement that are applicable following your termination of employment shall survive your termination of employment (