EMPLOYMENT AGREEMENT

(a)

Subject to the terms and conditions of this Agreement, Holdings agrees to employ Executive during the term hereof as Managing Director—Chief Operating Officer. In his capacity as Managing Director—Chief Operating Officer of Holdings, Executive shall have the customary powers, responsibilities and authorities of Managing Director—Chief Operating Officer of corporations of the size, type and nature of Holdings, as they exist from time to time. Executive shall also be Managing Director—Chief Operating Officer of all of Holdings’ subsidiaries unless otherwise agreed by Executive. Compensation and expenses of Executive shall be allocated based on the procedures agreed upon by and between Holdings and subsidiaries.

(b)

Subject to the terms and conditions of this Agreement, Executive hereby accepts employment as Managing Director—Chief Operating Officer of Holdings and agrees to devote his full working time and efforts, to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Nothing in this Agreement shall preclude Executive from engaging, consistent with his duties and responsibilities hereunder, in charitable and community affairs, from managing his personal investments or, except as otherwise provided in Section 12 hereof, from serving as a member of boards of directors or as a trustee of other companies, associations or entities.

3.1

Initial Base Salary .

(a)

Beginning on the Approval Date and continuing until the Termination Date, Holdings shall pay Executive a base salary (“Base Salary”) at the annual rate of $180,000. The Base Salary shall be payable in accordance with the ordinary payroll practices of Holdings but in no event less often than monthly in arrears.

(b)

Under Holding’s Short Term Incentive Compensation Plan, Executive’s annual target award shall be $110,000.

(c)

Executive shall participate in any compensation plan or program, annual or long-term, maintained by Holdings and participated in by senior executives of Holdings generally on terms taking into account Executive’s title and position with Holdings.

3.2

Adjustments to Compensation . The compensation components as described in Section 3.1 above and other Sections herein shall be increased from time to time as the Board shall determine taking into account the success of Holdings, the performance of Executive, the size, revenues, and earnings of the businesses held or operated, or contemplated to be held or operated, by Holdings and market factors.

3.3

Expenses . Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities on behalf of Holdings under this Agreement, including, without limitation, expenses for travel and similar items related to such responsibilities which are consistent with Holdings’ policies in effect from time to time with respect to travel and other business expenses. Holdings will reimburse Executive for all such expenses upon presentation by Executive from time to time of an itemized account of such expenditures; provided that such expenses are in compliance with any other Holdings’ policies in effect from time to time with respect to reporting and documentation of such expenses; it being understood, furthermore, that the cost of commuting between Executive’s residence and Holdings’ principal place of business and expenses for lodging in connection with such commuting shall not be reimbursed other than in the event the principal offices of Holdings are relocated greater than a 40 miles radius from its current location.

3.4

Taxes : Reserved

4.1

Employee Benefit Programs, Plans and Practices . During the term of his employment hereunder, Holdings shall provide to Executive coverage under any employee benefit programs, plans and practices (commensurate with his position in Holdings and to the extent possible under any employee benefit plan), in accordance with the terms hereof, which Holdings makes available to its senior executive officers generally, including but not limited to (i) retirement, pension and profit-sharing, and (ii) medical, dental, hospitalization, life insurance, short-and long-term disability, accidental death and dismemberment and travel accident coverage.

4.2

Vacation and Fringe Benefits .

(a)

Executive shall be entitled to paid vacation each calendar year of no less than 25 working days. Holdings may grant additional vacation time to Executive.

(b)

In addition, Executive shall be entitled to all of the other perquisites and fringe benefits accorded the senior officers of Holdings generally.

6.1

Termination Not for Cause or Termination for Good Reason .

(a)

(i)

Holdings may terminate Executive’s employment at any time, and Executive may terminate his employment at any time. If Executive’s employment is terminated by Holdings other than for Cause (as defined herein) or due to Executive’s death or Disability (as defined herein) or Executive terminates his employment for Good Reason prior to the Termination Date, Executive shall be entitled to receive from Holdings continued Base Salary (payable in accordance with the last sentence of Section 3.1 hereof) for 12 months after date of the termination plus, on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.1(a) occurs, an amount in respect of any additional compensation and plans under Section 3.1 for the period employed for the fiscal year in which Executive’s employment is terminated calculated on a pro rata basis using the higher of the target amount under 3.1 (b) or the then current target amount so long as the Short Term Incentive Compensation (“STIC”) Plan targets are met for such fiscal year; however, in the event STIC Plan target is not met, then using the same percentage payout, if any, applicable to the payout of any bonuses for other senior executives employed by Holdings.

(ii)

In addition, Executive shall (1) be entitled to receive, within a reasonable period of time after the date of termination, a cash lump sum equal to (A) any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule; and (B) any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before the fiscal year in which such termination occurs; (2) for the period from the date of termination of Executive’s employment until the eighteenth month anniversary of the Termination Date (as then in effect), continue to be covered under and participate in Holdings’ employee benefit programs, plans and practices with respect to medical, dental, hospitalization, life insurance and disability benefits described in Section 4.1 hereof or under such other plans of Holdings which provide for equivalent coverage to the extent and on the terms in effect on the Executive’s last day of employment; and (3) have such rights to payments under applicable plans or programs, accrued to Executive on date of termination including, without limitation, those described in Section 3.3 hereof as may be determined pursuant to the terms of such plans or programs.

(b)

For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following events without Executive’s express prior written consent:

(i)

the assignment to Executive by Holdings of duties not appropriate to Executive’s positions, responsibilities, titles and offices as set forth in Section 1 hereof, or any material reduction by Holdings of Executive’s duties or responsibilities or any removal of Executive as the Managing Director—Chief Operating Officer, except in connection with the termination of Executive’s employment (and not cured after 15 days prior notice to all of the members of the Board);

(ii)

a reduction by Holdings in Executive’s Base Salary or target amount described in Section 3.1 (b) as in effect at the commencement of employment hereunder or as the same may be increased from time to time during the terms of this Agreement;

(iii)

any material breach by Holdings of any provision of this Agreement (not cured after 15 days’ prior notice);

(iv)

requiring Executive to relocate his primary residence within or outside of the United States of America or locating the principal executive office of Holdings outside the United States of America.

6.2

Disability . If (i) Executive shall fail for a period of six consecutive months during the term of his employment hereunder, because of illness, physical or mental disability or other similar incapacity, to effectively and actively render the services provided for by this Agreement or (ii) at such earlier time as Executive submits satisfactory medical evidence that he has or the Board in its reasonable judgment determines based on satisfactory medical evidence that Executive has an illness, physical or mental disability or other incapacity which is expected to prevent him from returning to the performance of his work duties for six months or longer (“Disability”), Holdings or Executive may terminate Executive’s employment upon written notice thereof, setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Executive’s employment under this Section 6.2, and Executive shall receive or continue to receive, as the case may be:

(a)

as soon as practicable after the date of termination of Executive’s employment pursuant to this Section 6.2, a cash lump sum equal to any compensation payments deferred by Executive, together with any applicable interest or other accruals thereon so long as it is in compliance with Section 409A of the Internal Revenue Code, otherwise paid in its original schedule;

(b)

any unpaid amounts, as of the date of such termination, in respect of any bonus for the fiscal year ending before such termination, which shall be payable on the date on which such bonus would otherwise be payable;

(c)

on the sixtieth day following the end of the fiscal year during which the termination of Executive’s employment pursuant to this Section 6.2 occurs, an amount in respect of any bonus for the period employed for such fiscal year calculated on a pro rata basis using the higher of the target amount in Section 3.1 (b) or the then current target amount so long as any such bonuses are paid for such fiscal year for other senior executives employed by Holdings;

(d)

for a period of one year after termination for Disability, amounts, payable on Holdings’ regular payroll schedule, equal to no less than 60% of Executive’s then annual Base Salary, reduced by any amounts received by Executive under any disability insurance policies with respect to which Holdings paid the premiums; and

(e)

such rights to payments under applicable plans or programs, accrued to Executive on the date of termination including, without limitation, those described in Section 3 hereof, as may be appropriate pursuant to the terms of such plans or programs.

6.3

Death . In the event of Executive