EMPLOYMENT AGREEMENT

1.1.  

 "Affiliate" means any Person controlling, controlled by or under common control with MLI.

1.2.  

 "Board" means the Board of Directors of MLI.

1.3.  

 "Cause" means (a) Employee is convicted of or pleads guilty to a felony, (b) the Employee, in carrying out the Employee’s duties and responsibilities under this Agreement, is guilty of neglect or misconduct resulting, in either case, in economic harm to MLI and/or any of its subsidiaries or Affiliates.

1.4.  

 "Change in Control" means any transaction or series of transactions pursuant to which a non-Affiliate obtains more than fifty percent (50%) of MLI’s voting securities or obtains the ability to cast more than fifty percent (50%) of the votes at MLI’s shareholder meetings.

1.5.  

 "Common Stock" means MLI’s $.01 par value per share common stock.

1.6.  

 "Date of Termination" means (a) in the case of a termination for which a Notice of Termination (as hereinafter defined in Section 5) is required, the date of actual receipt of such Notice of Termination or, if later, the date specified therein, as the case may be, and (b) in all other cases, the actual date on which the Employee’s employment terminates during the Term of Employment (as hereinafter defined in Section 3) (it being understood that nothing contained in this definition of "Date of Termination" shall affect any of the cure rights provided to the Employee or MLI in this Agreement).

1.7.  

 "Disability" means the Employee’s inability to render, for a period of three consecutive months, services hereunder.

1.8.  

 "Person(s)" means any individual or entity of any kind or nature, including any other person as defined in Section 3(a)(9) of the Exchange Act, and as used in Sections 13(d) and 14(d) thereof.

1.9.  

 "Prospective Customer" shall mean any corporation, partnership, trust or Person which has either (a) entered into a nondisclosure agreement with MLI or any MLI subsidiary or Affiliate or (b) has within the proceeding 18 months received a currently pending and not rejected written proposal in reasonable detail from MLI or any MLI subsidiary or Affiliate.

2.  

EMPLOYMENT . MLI hereby agrees to employ Employee, and Employee hereby agrees to serve, subject to the provisions of this Agreement, as an employee of MLI.

3.  

TERM OF AGREEMENT . This Agreement shall commence on January 1, 2006, and shall continue until December 31, 2010 (the "Term" or "Term of Employment"), unless terminated as set forth herein.

4.  

COMPENSATION .

4.1.  

  Salary . Employee’s salary during the Term shall be $130,000 per year and 480,000 options to purchase Common Stock (the "Salary") payable during the first quarter of the year. The exercise price of the options shall be the fair market value of the Common Stock on the date granted to Employee as determined by the closing price of the Common Stock on such date, or, if the Common Stock is not quoted in any inter-dealer quotation medium or trading on any exchange, as may be reasonably determined by the Board. Employee’s salary may be increased at the discretion of the Compensation Committee of MLI’s Board of Directors.

4.2.  

  Salary Vesting . Any Salary earned by Employee shall have a vesting period of two years (the "Vesting Period"); provided, however, that any unvested Salary at the end of the Term shall immediately vest. During the Term, Employee hereby consents to the placement of a stop transfer order by MLI and/or its transfer agent, with respect to any unvested Salary. All Salary shall immediately vest upon a Change in Control or termination of employment.

4.3.  

  Bonus . MLI shall determine in its sole discretion to pay Employee any bonus amount above the salary set forth above.

4.4.  

Health Insurance .During the Term, Employee shall receive full coverage under any health insurance plan, if any, that MLI, may, from time to time, have in place.

4.5.  

Expense Reimbursement .Employee shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Employee in performing the Employee’s duties and responsibilities hereunder in accordance with the policies and procedures of MLI. At the end of each fiscal year, the Employee and MLI shall in good faith reconcile any differences and disputes with respect to timing, right to reimbursement, reasonableness or documentation of any items of expense reimbursement, it being agreed that no good faith dispute respecting any of the foregoing shall constitute a basis for the Employee or MLI terminating or attempting to terminate this Agreement.

4.6.  

  Vacation .During each year of the Term of Employment, the Employee shall be entitled to four weeks of paid vacation taken at such times so as to not materially impede his duties hereunder. Vacation days that are not taken may not be carried over into future years.

5.  

Termination.

5.1.  

  Termination Due to Death or Disability .

5.1.1.  

Death . This Agreement shall terminate immediately upon the death of Employee. Upon Employee’s death, Employee’s estate or Employee’s legal representative, as the case may be, shall be entitled to only the following:

5.1.1.1.  

All unvested Salary accrued, but unpaid as of the date of Employee’s death, which shall immediately vest;

5.1.1.2.  

reimbursement pursuant to Section 4.5, or any other provision hereof, for all expenses incurred but not yet paid.

5.1.1.3.  

continuation of Employee’s Salary on a pro-rata basis for the additional term of this agreement; and

5.1.2.  

Disability . In the event of Employee’s Disability, this Agreement shall terminate and Employee shall be entitled to receive only the following:

5.1.2.1.  

continuation of Employee’s Salary on a pro-rata basis for Employee’s Disability period (it being understood that such period will be six months from the first date that Employee is unable to work) and 50% of Employee’s Salary for the additional term of this agreement; and

5.1.2.2.  

reimbursement pursuant to Section 4.5, or any other provision hereof, for all expenses incurred but not yet paid.

5.2.  

  Termination by MLI for Cause . MLI may terminate the Employee’s employment hereunder for Cause as provided in this Section 5.2. If MLI terminates the Employee’s employment hereunder for Cause, all unvested Salary shall be forfeited and the Employee shall be entitled only to:

5.2.1.1.  

All unvested Salary accrued, but unpaid as of the date of Employee’s termination, which shall immediately vest;

5.2.1.2   

reimbursement pursuant to Section 4.5 hereof or any other provision of this Agreement for expenses incurred, but not yet paid prior to such termination of employment.

5.3.  

Termination Without Cause .MLI may terminate the Employee’s employment hereunder without Cause. If MLI terminates the Employee’s employment hereunder without Cause, other than due to death or Disability, the Employee shall be entitled only to the following:

5.4.  

  Termination by Employee . Any termination of this Agreement by Employee, by formal notice, or failure to perform under this Agreement, shall have the same effect as a termination by MLI for Cause.

5.5.  

  Notice of Termination . Any termination of the Employee by MLI shall be communicated by a notice of termination to Employee given in accordance with Section 8.3 of this Agreement (the "Notice of Termination"). Such notice shall (a) indicate the specific termination provision in this Agreement relied upon and (b) if the termination date is other than the date of receipt of such notice, specify the dates on which the Employee’s employment is to be terminated (which date shall not be earlier than the date on which such notice is given).

5.6.  

  Payment .Except as otherwise provided in this Agreement, any payments to which the Employee shall be entitled under this Section 5, including, without limitation, any economic equivalent of any benefit, shall be made as promptly as possible following the Date of Termination. If the amount of any payment due to the Employee cannot be finally determined within thirty (30) days after the Date of Termination, such amount shall be estimated on a good faith basis by MLI and the estimated amount shall be paid no later than thirty (30) days after such Date of Termination. As soon as practicable thereafter, the final determination of the amount due shall be made and any adjustment requiring a payment to or from the Employee shall be made as promptly as practicable.

6.  

  Employee’s Representation .The Employee represents and warrants to MLI that: (a) he is subject to no contractual, fiduciary or other obligation which may affect the performance of his duties under this Agreement; and (b) his employment with MLI will not require him to use or disclose proprietary or confidential information of any other person or entity.

7.  

Non-Competition: Non-Disclosure .

7.1.  

  Trade Secrets . Employee acknowledges that his employment position with MLI is one of trust and confidence. The Employee further understands and acknowledges that, during the course of the Employee's employment with MLI, the Employee will be entrusted with access to certain confidential information, specialized knowledge and trade secrets which belong to MLI, or its subsidiaries, including, but not limited to, their methods of operation and developing customer base, its manner of cultivating customer relations, its practices and preferences, current and future market strategies, formulas, patterns, devices, secret inventions, processes, compilations of information, records, and customer lists, all of which are regularly used in the operation of their business and which the Employee acknowledges have been acquired, learned and developed by them only through the expenditure of substantial sums of money, time and effort, which are not readily ascertainable, and which are discoverable only with substantial effort, and which thus are the confidential and the exclusive Property of MLI and its subsidiaries (hereinafter "Trade Secrets"). The Employee covenants and agrees to use his best efforts and utmost diligence to protect those Trade Secrets from disclosure to third parties. The Employee further acknowledges that, absent the protections afforded MLI and its subsidiaries in this paragraph, the Employee would not be entrusted with any of such Trade Secrets. Accordingly, the Employee agrees and covenants (which agreement and covenant shall survive the termination of this Agreement, regardless of the reason) as follows:

7.1.1.  

The Employee will at no time take any action or make any statement that will discredit MLI, any of its subsidiaries or their products or services.

7.1.2.  

During the period of the Employee's employment with MLI and for 60 months immediately following the termination of such employment, the Employee will not disclose or reveal to any person, firm or corporation other than in connection with the business of MLI and its subsidiaries or as may be required by law, any Trade Secret used or useable by MLI or any of its subsidiaries, divisions or affiliated companies (collectively the "Companies") in connection with their respective businesses, known to Employee as a result of his employment by MLI, or other relationship with the Companies, and which is not otherwise publicly available. Employee further agrees that during the term of this Agreement and at all times thereafter, he will keep confidential and not disclose or reveal to any person, firm or corporation other than in connection with the business of the Companies or as may be required by applicable law, any information received by him during the course of his employment with regard to the financial, business, or other affairs of the Companies, their respective officers, directors, customers or suppliers which is not publicly available.

7.1.3.  

Upon the termination of the Employee's employment with MLI, the Employee will return to MLI all documents, customer lists, customer information, product samples, presentation materials, drawing specifications, equipment and other materials relating to the business of any of the Companies, which the Employee hereby acknowledges are the sole and exclusive property of the Companies or any one of them.

7.1.4.  

During the term of the Agreement and, subject to the provisions of Subsection 7.1.6 hereof, for a period of 36 months immediately following the termination of the Employee's employment with MLI, Employee will not:

7.1.4.1.  

solicit or accept competing business from any customer of any of the Companies or any person or entity known by the Employee to be or have been, during the term of the Employee's employment with MLI, a customer or Prospective Customer (as hereinafter defined) of any of the Companies without the prior written consent of MLI;

7.1.4.2.  

encourage, request or advise any such customer or prospective customer of any of the Companies to withdraw or cancel any of their business from or with any of the Companies; or

7.1.4.3.  

compete, or participate as a shareholder, director, officer, partner (limited or general), trustee, holder of a beneficial interest, employee, agent of or representative in any business competing directly with the Companies without the prior written consent of MLI, which may be withheld in MLI's sole discretion; provided, however, that nothing contained herein shall be construed to limit or prevent the purchase or beneficial ownership by Employee of less than five percent of any security registered under Section 12 or 15 of the Securities Exchange Act of 1934.

7.1.4.4.  

The Employee will not during the period of his employment with MLI and, subject to the provisions hereof for a period of 36 months immediately following the termination of Employee's employment with MLI,

7.1.4.4.1.  

conspire with any person employed by any of the Companies with respect to any of the matters covered hereunder;

7.1.4.4.2.  

encourage, induce or solicit any person employed by any of the Companies to facilitate the Employee's violation of the covenants contained hereunder;

7.1.4.4.3.  

assist any entity to solicit the employment of any employee of any of the Companies; or

7.2.  

 The Employee expressly acknowledges that all of the provisions of this Section 7 of this Agreement have been bargained for and the Employee's agreement hereto is an integral part of the consideration to be rendered by the Employee which justify the rate and extent of the compensation provided for hereunder.

7.3.  

 The Employee acknowledges and agrees that a violation of any one of the covenants contained in this Section 7 shall cause irreparable injury to MLI, that the remedy at law for such a violation would be inadequate and that MLI shall thus be entitled to injunctive relief to enforce that covenant.

7.4.  

  Successors .

7.4.1.  

The Employee .This Agreement is personal to the Employee and, without the prior express written consent of MLI, shall not be assignable by the Employee, except that the Employee’s rights to receive any compensation or benefits under this Agreement may be transferred or disposed of pursuant to testamentary disposition, intestate succession or a qualified domestic relations order or in connection with a Disability. This Agreement shall inure to the benefit of and be enforceable by the Employee’s estate, heirs, beneficiaries, and/or legal representatives.

7.4.2.  

  MLI . This Agreement shall inure to the benefit of and be binding upon MLI and its successors and assigns.

8.  

  Miscellaneous .

8.1.  

  Applicable Law .Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of New York, applied without reference to principles of conflict of laws.

8.2.  

  Amendments .This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors or legal representatives.

8.3.  

  Notices . All notices and other communications hereunder shall be in writing and shall be given by hand-delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

8.4.  

  Withholding .MLI may w