FIRST:  Inducement Payments :

A.            Subject to the provisions of paragraph G of this Article FIRST, if a “Change in Control” (as hereinafter defined) shall occur, the Corporation shall pay to the Executive, in cash, the amount of $800,000, which amount shall be due and payable thirty (30) days after the occurrence of a Change in Control.

B.              If, within five (5) years after a Change in Control, the Executive’s “Circumstances of Employment” (as hereinafter defined) shall have changed, the Executive may terminate his employment by written notice to the Corporation given no later than ninety (90) days following such change in the Executive’s Circumstances of Employment.  In the event of such termination by the Executive of his employment or if, within five (5) years after a Change in Control, the Corporation shall terminate the Executive’s employment other than for “Cause” (as hereinafter defined), the Corporation shall pay to the Executive, subject to the provisions of paragraph G of this Article FIRST, on the fifth (5 ^th ) business day following the six months’ anniversary of the date of such termination (or the date of Executive’s death, if earlier), in cash, the “Special Severance Payment” (as hereinafter defined).

C.              A Change in Control shall be deemed to occur upon:

(a) a change in ownership of the Corporation, which shall occur on the date that any one person, or more than one person acting as a “Group” (as defined under Section 409A of the Code), other than Mitchell Jacobson or Marjorie Gershwind or a member of the Jacobson or Gershwind families or any trust established principally for members of the Jacobson or Gershwind families or an executor, administrator or personal representative of an estate of a member of the Jacobson or Gershwind families and/or

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their respective affiliates, acquires ownership of stock of the Corporation that, together with stock held by such person or Group, constitutes more than 50% of the total fair market value or total voting power of the stock of the Corporation; provided, however, that, if any one person or more than one person acting as a Group, is considered to own more than 50% of the total fair market value or total voting power of the stock of the Corporation, the acquisition of additional stock by the same person or persons is not considered to cause a change in the ownership of the Corporation;

(b) a change in the effective control of the Corporation, which shall occur on the date that (1) any one person, or more than one person acting as a Group, other than Mitchell Jacobson or Marjorie Gershwind or a member of the Jacobson or Gershwind families or any trust established principally for members of the Jacobson or Gershwind families or an executor, administrator or personal representative of an estate of a member of the Jacobson or Gershwind familiesand/or their respective affiliates, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) ownership of stock of the Corporation possessing 50% or more of the total voting power of the stock of the Corporation; or (2) a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election; provided, however, that, if one person, or more than one person acting as a Group, is considered to effectively control the Corporation, the acquisition of additional control of the Corporation by the same person or persons is not considered a change in the effective control of the Corporation;  or

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(c) a change in the ownership of a substantial portion of the Corporation’s assets, which shall occur on the date that any one person, or more than one person acting as a Group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the Corporation that have a total Gross Fair Market Value (as defined below) equal to or more than 80% of the total Gross Fair Market Value of all of the assets of the Corporation immediately prior to such acquisition or acquisitions; provided, however, that, a transfer of assets by the Corporation is not treated as a change in the ownership of such assets if the assets are transferred to (1) a shareholder of the Corporation (immediately before the asset transfer) in exchange for or with respect to its stock; (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Corporation; (3) a person, or more than one person acting as a Group, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Corporation; or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a person described in Article FIRST C.(c)(3).

For purposes of this Article FIRST C., “Gross Fair Market Value” means the value of the assets of the Corporation, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this Article FIRST C., stock ownership is determined under the Regulations.

D.             The Executive’s “Circumstances of Employment” shall have changed if there shall have occurred any of the following events: (a) a material reduction or change in the Executive’s employment duties or reporting responsibilities; (b) a reduction in the annual base salary made available by the Corporation to the Executive from the annual base salary in effect

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immediately prior to a Change in Control; or (c) a material diminution in the Executive’s status, working conditions or other economic benefits from those in effect immediately prior to a Change in Control.

E.               “Cause” shall mean (i) the commission by the Executive of any act or omission that would constitute a felony or any crime of moral turpitude under Federal law or the law of the state or foreign law in which such action occurred, (ii) dishonesty, disloyalty, fraud, embezzlement, theft, disclosure of trade secrets or confidential information or other acts or omissions that result in a breach of fiduciary or other material duty to the Corporation and/or a subsidiary; or (iii) continued reporting to work or working under the influence of alcohol, an illegal drug, an intoxicant or a controlled substance which renders the Executive incapable of performing his or her material duties to the satisfaction of the Corporation and/or its subsidiaries.

F.               The “Special Severance Payment” shall mean a lump sum payment equal to the difference between (a) the sum of (i) the product of five and the annual base salary in effect immediately prior to a change in the Executive’s Circumstances of Employment or the termination other than for Cause of the Executive’s employment by the Corporation, as the case may be, and (ii) the product of five and the largest annual bonus paid to or accrued with respect to the Executive by the Corporation during the three fiscal years immediately preceding the termination of the Executive’s employment and (b) the aggregate of all base salary and bonus amounts paid to the Executive by the Corporation during the period commencing upon a Change in Control and ending on the date of termination of the Executive’s employment.

G.              As a condition to receiving the Special Severance Payment, the Executive shall execute the General Release in the form attached as Exhibit A hereto.

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H.             For purposes of this Agreement, “affiliate” shall have the meaning ascribed thereto under the Securities Act of 1933.

I.                  For purposes of this Agreement, “termination of employment” means cessation of full or part time employment with the Company and any of its subsidiaries.

SECOND:  Tax Indemnification .

A.            In the event that, as a result of any of the payments or other consideration provided for or contemplated by Article FIRST of this Agreement or otherwise, a tax (an “Excise Tax”) shall be imposed upon the Executive or threatened to be imposed upon the Executive by virtue of the application of Section 4999(a) of the Code, as now in effect or as the same may at any time or from time to time be amended, or the application of any similar provisions of state or local tax law, the Corporation shall indemnify and hold the Executive harmless from and against all such taxes (including additions to tax, penalties and interest and additional Excise Taxes, whether applicable to payments pursuant to the provisions of this Agreement or otherwise) incurred by, or imposed upon, the Executive and all expenses arising therefrom.

B.              Each indemnity payment to be made by the Corporation pursuant to part A of this Article SECOND shall be increased by the amount of all Federal, state and local tax liabilities (including additions to tax, payroll taxes, penalties and interest and Excise Tax) incurred by, or imposed upon, the Executive so that the effect of receiving all such indemnity payments will be that the Executive shall be held harmless on an after-tax basis from the amount of all Excise Taxes imposed upon payments made to the Executive by the Corporation pursuant to this Agreement, it being the intent of the parties that the Executive shall not incur any out-of-pocket

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costs or expenses of any kind or nature on account of the Excise Tax and the receipt of the indemnity payments to be made by the Corporation pursuant hereto.

C.              Each indemnity payment to be made to the Executive pursuant to this Article SECOND shall be payable within fifteen (15) business days of delivery of a written request (a ”Request”) for such payment to the Corporation (which request may be made prior to the time the Executive is required to file a tax return showing a liability for an Excise Tax or other tax).  A Request shall set forth the amount of the indemnity payment due to the Executive and the manner in which such amount was calculated, and the Executive shall thereafter submit such other evidence of the indemnity to which the Executive is entitled as the Corporation shall reasonably request.  All such information shall, if the Corporation shall request, be set forth in a statement signed by a nationally recognized accounting firm or a partner thereof and the Corporation shall pay all fees and expenses of such accounting firm incurred in the preparation thereof.

D.             The Executive agrees to notify the Corporation (a) within fifteen (15) business days of being informed by a representative of the Internal Revenue Service (the “Service”) or any state or local taxing authority that the Service or such authority intends to assert that an Excise Tax is or may be payable, (b) within fifteen (15) business days of the Executive’s receipt of a revenue agent’s report (or similar document) notifying the Executive that an Excise Tax may be imposed and (c) within fifteen (15) business days of the Executive’s receipt of a Notice of Deficiency under Section 6212 of the Code or similar provision under state or local law which is based in whole or in part upon an Excise Tax and/or a payment made to the Executive pursuant to this Article SECOND.

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E.               After receiving any of the aforementioned notices, and subject to the Executive’s right to control any and all administrative and judicial proceedings with respect to, or arising out of, the examination or the Executive’s tax returns, except as such proceedings relate to an Excise Tax, the Corporation shall have the right (a) to examine all records, files and other information and documentation in the Executive’s possession or under the Executive’s control, (b) to be present and to participate, to the extent desired, in all administrative and judicial proceedings with respect to an Excise Tax, including the right to appear and act for the Executive at such proceedings in resisting any contentions made by the Service or a state or local taxing authority with respect to an Excise Tax and to file any and all written responses in connection therewith, (c) to forego any and all administrative appeals, proceedings, hearings and conferences with the Service or a state or local taxing authority with respect to an Excise Tax on the Executive’s behalf, and (d) to pay any tax increase on the Executive’s behalf and to control all administrative and judicial proceedings with respect to a claim for refund from the Service or state or local taxing authority with respect to such tax increase.

F.               The Corporation shall be solely responsible for all reasonable legal and accounting or other expenses (whether of the Executive’s representative