EMPLOYMENT AGREEMENT

1.

Effective Date . The “ Effective Date ” shall mean May 15, 2009.

2.

Employment Period . The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to the terms and conditions of this Agreement, for a period commencing on the Effective Date and ending on December 31, 2011, unless earlier terminated as provided herein. Notwithstanding the foregoing, commencing on January 1, 2012 and each January 1 thereafter (each, an “Extension Effective Date”), the term of this Agreement shall be extended, without further action by the Company or the Executive, for successive periods of twelve months each, unless either Party shall have given three (3) months’ advance notice to the other Party, in the manner set forth in Section 8(b) below, prior to the Extension Effective Date in question, that the term of this Agreement that is in effect at the time such notice is given is not to be extended or further extended, as the case may be (the period of such employment to be called the “ Employment Period ”).

3.

Terms of Employment .

(a)

Position and Duties .

(i)

During the Employment Period, the Executive shall serve as the Chief Scientific Officer of the Company, with such duties and responsibilities as are commensurate with such position, and shall report directly to the Chief Executive Officer of the Company. The Executive’s principal location of employment shall be at the principal headquarters of the Company in Schaumburg, Illinois; provided , however , that the Executive may be required under reasonable business circumstances to travel outside of the principal location of employment in connection with performing his duties under this Agreement.

(ii)

The Executive agrees that during the Employment Period, he shall devote all of his business time, energies and talents to serving as the Company’s Chief Scientific Officer, and shall perform his duties conscientiously and faithfully subject to the lawful directions of the Chief Executive Officer of the Company, and in accordance with each of the corporate governance and ethics guidelines, conflict of interests policies, and codes of conduct of the Company.

(iii)

During the Employment Period, the Executive shall not, without the prior written consent of the Chief Executive Officer of the Company: (A) render or perform services of a business, professional or commercial nature other than to or for the Company or any of its affiliates or subsidiaries, either alone or as an employee, consultant, director, officer or partner of another business entity (including serving on boards of directors), whether or not for compensation or (B) plan or otherwise take any preliminary steps, either alone or in concert with others, to establish or engage in any business activity that would compete with the current or proposed businesses of the Company or any of its affiliates or subsidiaries.

(b)

Compensation .

(i)

Base Salary . As compensation for the performance by the Executive of his obligations hereunder, during the Employment Period, the Company shall pay the Executive a base salary at an annual rate of $300,000 (the “ Base Salary ”). The Base Salary shall be payable in accordance with the Company’s regularly established payroll practice. The Company shall conduct an annual review of the Base Salary and may increase or decrease such Base Salary in its sole discretion, based on the performance of the Executive and the Company.

(ii)

Annual Bonus . With respect to each calendar year during the Employment Period including 2009, the Executive shall be eligible to receive a cash bonus of up to fifty percent (50%) of Base Salary, based on the achievement of the Company targets and Executive’s functional business unit objectives (“Annual Bonus”). Fifty percent (50%) of Executive’s bonus target will be based on achievement of the Company revenue and earnings targets, established by Company goals, and fifty percent (50%) will be based upon Executive’s achievement of the goals for new product development and deliveries as agreed upon in Executive’s approved functional business unit objectives. The Annual Bonus will be payable in a single lump sum cash payment not later than March 15 following the conclusion of the calendar year in which the Annual Bonus is earned. The Bonus payment for the calendar year 2009 will be prorated per the Company Management Bonus plan

(iii)

Vacation . During the Employment Period, the Executive shall be entitled to four (4) weeks of paid vacation for each calendar year or ratable part thereof. In addition, the Executive shall be entitled to all paid holidays typically granted to executive officers of the Company generally.

(iv)

Benefits and Perquisites . The Executive shall be entitled to participate on a comparable basis in all employee benefit plans and to all perquisites which shall be made available from time to time to executive officers of the Company generally (including, but not limited to equity-based and other long-term incentive plans, qualified and non-qualified retirement and deferred compensation plans, medical, dental and other welfare plans, and executive short-term disability insurance, and executive long-term disability insurance and supplemental income protection, health club reimbursement, estate and financial planning services and supplemental life insurance). The Executive acknowledges and agrees that the Company may, in its discretion, terminate at any time or modify from time to time any such employee benefit plans or perquisites.

(v)

Company Automobile Lease . The Executive shall be entitled to an automobile lease allowance during the Employment Period at the Company’s expense in an amount not to exceed $1,000 per month.

(vi)

Expenses . During the Employment Period, the Executive shall be eligible for prompt reimbursement for business expenses reasonably incurred by the Executive in accordance with the policies of the Company as may be in effect from time to time for executive officers of the Company generally.

4.

Termination of Employment .

(a)

Death . The Executive’s employment shall terminate automatically upon the Executive’s death during the Employment Period.

(b)

Disability . If the Executive experiences a Disability (within the meaning of the applicable disability plan, program or arrangement of the Company, as in effect from time to time) during the Employment Period, the Company may provide the Executive with a Notice of Termination in accordance with Section 4(f) below of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate immediately upon the receipt of such Notice of Termination by the Executive.

(c)

Cause . The Executive’s employment may be terminated by the Company during the Employment Period other than for Cause upon the Company providing a Notice of Termination to the Executive of its intention to so terminate the Executive’s employment in accordance with Section 4(f) below. The Executive’s employment may be terminated by the Company for Cause if (A) the Company provides the Executive with a Notice of Termination in accordance with Section 4(f) of this Agreement within 30 days after the initial occurrence or existence of an event or circumstance set forth in this Section 4(c), which notice shall specifically identify the event or circumstance that the Company believes constitutes Cause and (B) the Executive fails to correct the circumstance or event so identified within 60 days after the receipt of such notice. For purposes of this Agreement, “ Cause ” shall mean:

(i)

the Executive’s dishonesty, willful misconduct or gross negligence in the performance of his duties to the Company or any of its affiliates or subsidiaries;

(ii)

the Executive’s willful material misrepresentation at any time to the Company or any of its affiliates or subsidiaries;

(iii)

the Executive’s intentional failure or refusal to perform his reasonably assigned duties;

(iv)

the Executive’s commission of any felony, or any other crime (whether or not a felony) involving dishonesty, fraud or breach of trust;

(v)

the Executive’s willful or grossly negligent failure to comply with any written rules, regulations, policies or procedures of the Company or any of its affiliates or subsidiaries; or

(vi)

the Executive’s material breach of the provisions of Section 6 of this Agreement.

(d)

Good Reason . The Executive’s employment may be voluntarily terminated by the Executive with Good Reason if (A) an event or circumstance set forth in the clauses of this Section 4(d) below shall have occurred and the Executive provides the Company with a Notice of Termination in accordance with Section 4(f) below within 30 days after the Executive has knowledge of the initial occurrence or existence of such event or circumstance, which notice shall specifically identify the event or circumstance that the Executive believes constitutes Good Reason and (B) the Company fails to correct the circumstance or event so identified within 90 days after the receipt of such notice. For purposes of this Agreement, “ Good Reason ” shall mean, without the Executive’s express written consent, the occurrence of any of the following circumstances:

(i)

There is a reduction in the Executive’s status or responsibilities which represents a material and adverse change from the Executive’s overall status or responsibilities, taken as a whole, in reference to the status or responsibilities contemplated by Section 3(a);

(ii)

The Executive is required to be based at any place outside of fifty (50) mile radius from Schaumburg, Illinois without his written consent, except for travel that is reasonably necessary in connection with the Company’s business;

(iii)

Any material breach of the Agreement by the Company, including but not limited to, the failure to pay or provide compensation and benefits in accordance with Section 3 (b) hereof;

(iv)

Delivery by the Company of a notice of non-extension pursuant to Section 2; or

(v)

Any failure by the Successor to assume and agree to perform the Company’s obligations hereunder.

(e)

Voluntary Termination . The Executive may voluntarily terminate his employment under this Agreement without Good Reason upon the Executive providing a Notice of Termination to the Company of his intention to so terminate his employment in accordance with Section 4(f) below and such termination shall not be deemed to be a breach of this Agreement.

(f)

Notice of Termination . Any termination of the Executive’s employment by the Company or by the Executive (other than death) shall be communicated by a written notice (“ Notice of Termination ”) to the other Party hereto in accordance with Section 8(b) below. The “ Date of Termination ” shall mean (i) if the Executive’s employment is terminated by the Executive’s death, the date of his death, (ii) if the Executive’s employment is terminated by the Company for Cause or Disability, the date specified in the Notice of Termination and (iii) if the Executive’s employment is terminated under any circumstances other than those described in clause (i) or (ii) immediately preceding, the date specified in the Notice of Termination which shall not be less than 90 days from the date such Notice of Termination is given.

(g)

Resignation from All Positions . Notwithstanding any other provision of this Agreement, upon the termination of the Executive’s employment for any reason, unless otherwise requested by the Company, the Executive shall immediately resign from all positions that he holds or has ever held with the Company or any of its affiliates or subsidiaries (and with any other entities with respect to which the Company has requested the Executive to perform services). The Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned upon the Date of Termination, regardless of when or whether he executes any such documentation.

5.

Obligations of the Company upon Termination .

(a)

Good Reason; Other Than for Cause . If during the Employment Period, (A) the Company shall terminate the Executive’s employment other than for Cause, death or Disability or (B) the Executive shall terminate employment with Good Reason:

(i)

the Company shall pay to the Executive within 30 days after the Date of Termination the sum of (1) the Executive’s accrued but unpaid Base Salary and any accrued but unpaid Annual Bonus through the Date of Termination and the Executive’s business expenses that are reimbursable pursuant to Section 3(b)(vi) but have not yet been reimbursed by the Company as of the Date of Termination (collectively, the “ Obligations ”);

(ii)

the Company shall pay to the Executive an amount equal to the sum of (A) 1.5 times the Executive’s then-current Base Salary at the highest rate in effect during the 12 – month period immediately preceding the Date of Termination and (B) 30% of the Annual Bonus paid or payable to the Executive for the most recently completed calendar year, payable in substantially equal installments in accordance with the Company’s regularly established payroll practice during the twelve (12) month period following immediately the Date of Termination;

(iii)

the Company shall continue to provide the benefits (Health and Dental Insurance only) to the Executive set forth in Section 3(b)(iv) above during the twelve (12) month period following the Date of Termination; and

(iv)

Except with respect to payments and benefits under Sections 5(a)(i), all payments and benefits to be provided under this Section 5(a) shall be subject to the Executive’s execution and non-revocation of a general release of claims in favor of the Company and its affiliates and subsidiaries.

(b)

Cause; Other than for Good Reason. If the Executive’s emp