EMPLOYMENT AGREEMENT

1.    Employment . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve the Company, upon the terms and conditions set forth herein.

2.    Term . The employment of the Executive by the Company pursuant to this Agreement as provided in Section 1 will commence on [___], 2005 (the “Effective Date”), and continue until [________], 2008, unless the Executive’s employment is terminated earlier as provided in Section 6 (the “Initial Term”). This Agreement, and the Executive’s employment with the Company, may be renewed for additional successive one (1) year periods, upon the mutual agreement of the Company and the Employee (the “Renewal Period”). The Initial Term and any Renewal Period is hereby collectively referred to as the “Term.”

3.    Position and Duties . The Executive shall serve as the Chief Financial Officer (“CFO”), and shall have such responsibilities, duties and authority as are generally associated with such office and as may from time to time be assigned to the Executive by the Company’s Board of Directors (the “Board”) and the Company’s President and Chief Executive Officer that are consistent with such responsibilities, duties and authority, including, but not limited to, responsibility for the overall financial health and day-to-day financial operations of the Company on a worldwide basis. The Executive shall perform his duties diligently and faithfully and shall devote substantially all his working time and efforts to the business and affairs of the Company and its subsidiaries and affiliates. The Executive shall, at all times during the Term, report directly to the President and Chief Executive Officer. Notwithstanding anything in this Section 3 to the contrary, the Executive shall not be required to perform any duties or responsibilities that would result in a violation of, or noncompliance with, any law, regulation, regulatory pronouncement or any other regulatory requirement applicable to the Company and the conduct of the Company’s business or to the Executive in his capacity as CFO   of the Company.

4.    Compensation and Related Matters .

4.1    Base Salary . In consideration of the services rendered to the Company hereunder by the Executive and the Executive’s covenants hereunder, the Company shall, during the Term, pay to the Executive an annual base salary at a rate of $185,000 (the “Base Salary”), less statutory deductions and withholdings, payable in accordance with the Company’s normal payroll practices. At least annually, the Company will review the Base Salary for competitiveness, the stage of development of the Company and appropriateness in the industry.

4.2    Annual Bonus . For each calendar year during the Term, the Executive shall be eligible to receive a cash bonus of up to 100% of the Base Salary (the “Bonus”). Such Bonus shall be determined and payable at the sole discretion of the Board.

4.3    Stock Options . The Company shall grant to Executive an option to purchase 200,000 shares of the Company’s common stock (the “Options”). The Options shall vest over 2 years in accordance with the following vesting schedule: (i) 25% upon commencement of Employment, and (ii) the remaining 75% at the rate of 3.26% each month thereafter until fully vested. The term of the Options shall be ten years from the Effective Date. The Options shall be issued pursuant to the Company’s 2005 Stock Incentive Plan and will be evidenced by a Stock Option Grant Agreement, consistent with the terms of this Agreement. The exercise price for the Options shall be $1.00 per share. Irrespective of the date of grant, the vesting commencement date for any Options issued in accordance with this Section 4.3 will be the Effective Date. The Options will be granted, to the maximum amount of shares currently permitted by law, in the form of incentive stock options and the remainder in non-qualified options.

4.4    Expenses . The Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by the Executive in performing services hereunder, provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by the Company. For the sake of clarity, reimbursable expenses shall include payment of cell phone billings and high speed access computer lines.

4.5    Benefits .

(a)    The Executive shall be entitled to receive full reimbursement for the premium costs of any medical and dental plans under which Executive is covered during the Term.

(b)    The Executive shall be entitled to a car allowance of $750 per month during the Term.

(c)    The Executive shall be provided with a laptop computer with appropriate software, as well as a cell phone capable of making international calls. All cell phone billings and high speed access line costs shall be reimbursed by the Company.

(d)    The Executive shall be entitled to reasonable vacation time to be determined in consultation with the President/Chief Executive Officer.

5.    Director and Officer of the Company; D&O Insurance .

(a)    As an officer and, if elected or appointed as a director of the Company, the Executive will be covered under all of the Company’s Director’s and Officer’s liability insurance policies, which are in place and updated over time. The Company shall indemnify Executive to the full extent permitted under Delaware law for claims relating to his service as a director or officer of the Company.

(b)    Reserved.

6.    Termination . The Executive’s employment hereunder may be terminated under the following circumstances:

6.1    Death or Disability . In the event of the Executive’s death or Disability during the Term of this Agreement, the Executive’s employment hereunder shall immediately and automatically terminate, and the Company shall have no further obligation or duty to the Executive or his estate or beneficiaries other than for the Base Salary earned under this Agreement to the date of termination, reimbursement of corporate expenses incurred through the date of termination, and any payments or benefits due under Company policies or benefit plans which shall be paid within a reasonable time following death or Disability. For purposes of this Agreement, "Disability" shall mean the physical or mental infirmity of which infirmity causes him to be substantially unable to perform his duties hereunder for any period of one hundred and eighty (180) consecutive days; provided , however, that notwithstanding anything to the contrary herein and despite any termination of Executive’s employment under this Section 6, Executive shall be entitled in the event of a termination on account of death or Disability: (i) to retain his disability benefits, which amounts shall not be offset by any disability benefits received by Executive from any other source, (ii) to receive his Base Salary until such time as he has commenced receiving disability payments under the Company's policies, (iii) to receive a prorated portion of the Bonus to which Executive would otherwise have been entitled for the calendar year through the date of termination (as determined by the Board), and (iv) accrued but unused vacation. Executive, or his legal representative, as the case may be, shall have a period of one (1) year following the termination of his employment pursuant to this Section 6.1 to exercise any vested Options. 

6.2    Cause, Without Cause Termination by the Executive . Notwithstanding the provisions of Section 2 of this Agreement, the Executive’s employment hereunder may terminate prior to the expiration of the Initial Term, or any Renewal Period thereafter, under the following circumstances:

(a)    Termination by the Company for Cause . The Board may terminate this Agreement for Cause at any time, upon written notice to the Executive setting forth in reasonable detail the nature of such Cause. For purposes of this Agreement, Cause is defined as (i) the Executive’s material breach of Sections 7, 8, or 10 of this Agreement; (ii) the Executive’s commission of any felony or any crime involving moral turpitude; or (iii) gross neglect or willful misconduct by the Executive in connection with the performance of his material duties hereunder, or his refusal to perform such material duties reasonably requested in the ordinary course; provided, however, that the Company shall give Executive thirty (30) days’ written notice and opportunity to cure prior to any termination for Cause based on the grounds specified (iii) above. Upon the termination for Cause of Executive’s employment, the Company shall have no further obligation or liability to the Executive other than for Base Salary earned under this Agreement prior to the date of termination, and reimbursement for corporate expenses incurred through the date of termination. Executive’s vested but unexercised Options shall expire immediately upon his termination for Cause pursuant to this Section 6.2(a).

(b)    Termination by the Company Without Cause . The Executive’s employment hereunder may be terminated without Cause by the Company upon written notice to the Executive, provided, however, that if the Company terminates the Executive’s employment without Cause , or the Executive terminates his employment for Good Reason, as defined below, the Company shall (i) (A) continue to pay the Executive the Base Salary and shall reimburse medical and dental premiums, under the same conditions as exist at the time of termination, for a severance period of 9 months, provided termination occurs after six months and before the completion of 12 months from the Effective Date or (B) continue to pay the Executive the Base Salary and shall reimburse medical and dental premiums, under the same conditions as exist at the time of termination, for a severanc