EMPLOYMENT AGREEMENT

(a) Effective as of the date of this Agreement (the “ Effective Date ”), and until the second anniversary of the Effective Date (the “ Initial Term ”), the Employee will be employed by the Company on a full-time basis as its General Manager . The Employee shall be a member of the Board of Directors of the Company. In addition, the Employee may be asked from time to time to serve as a director or officer of one or more of the Company’s subsidiaries, or as a member of a committee of the Board of Directors, without further compensation. The Initial Term shall be automatically renewed for additional periods of two (2) years (each, a “ Renewal Term ”) unless written notice to the contrary shall be given by either party to the other not less than thirty (30) days prior to the end of the Initial Term or the Renewal Term.  The Initial Term and the Renewal Term are referred to herein as the “ Term ”.

(b) The Employee agrees to perform the duties of her position and such other duties consistent with those of a Director and an office manager as may reasonably be assigned to the Employee from time to time by the Board of Directors. The Employee also agrees that, while employed by the Company, the Employee will devote a significant portion of her business time and efforts to the advancement of the business and interests of the Company and its subsidiaries and to the discharge of her duties and responsibilities for them. Notwithstanding the above, the Employee shall be permitted to manage her personal, financial and legal affairs; and, serve on civic, educational, philanthropic or charitable boards or committees.

(c) The Company agrees to maintain a corporate office in San Diego County, California sufficient to support senior management, including the incorporation of related functions (for example, but not to be limited to, administrative, sales and marketing positions).

2. Compensation and Benefits . During the Employee’s employment, as compensation for all services performed by the Employee for the Company and its subsidiaries, the Company will provide the Employee the following pay and benefits:

(a) Base Salary . The Company will pay the Employee a base salary at the rate of Seventy Three Thousand, Nine Hundred Eighteen and 78/100 ($73,918.78) per year (“ Base Salary ”), payable in accordance with the regular payroll practices of the Company and subject to increase from time to time by the Board of Directors of the Company (the “ Board ”) in their discretion.

(b) Bonus Compensation . During the Term, the Employee shall receive a bonus equal to six percent (6%) of the Company’s net income before taxes and research and development expenses during the prior fiscal year, up to a maximum of fifty percent (50%) of the Base Salary.

(c) Stock Options . Employee shall be eligible to receive options to purchase shares of common stock of the Company in such amounts and at such exercise prices as the Board of Directors may determine from time to time.

(d) Participation in Employee Benefit Plans and Vacation Policies . The Employee will be entitled to participate in all employee benefit plans and vacation policies in effect for employees and senior executives of the Company. The Employee’s participation will be subject to the terms of the applicable plan documents and generally applicable Company policies.

(e) Business Expenses . The Company will pay or reimburse the Employee for all reasonable business expenses incurred or paid by the Employee in the performance of his duties and responsibilities for the Company. Reimbursements shall be subject to such reasonable substantiation and documentation as the Company may specify from time to time.

3. Termination of Employment . The Employee’s employment under this Agreement shall continue until terminated pursuant to this Section 3.

(a) The Company may terminate the Employee’s employment for Cause with at least thirty (30) days advance written notice to the Employee setting forth in reasonable detail the nature of the Cause. For purposes of this Agreement, “ Cause ” means any of the following: (i) the Employee’s continued and substantial violations of her employment duties or willful and material disregard of reasonable directives from the Board, after Employee has received a written demand for performance from the Board that sets forth the factual basis for the Company’s belief that Employee has not substantially performed his duties or willfully disregarded directives from the Board; (ii) the Employee’s moral turpitude, material dishonesty or gross misconduct in the performance of her duties which has materially and demonstrably injured the finances or future business of the Company or any of its subsidiaries as a whole; (iii) the Employee’s material breach of this Agreement; or, (iv) the Employee’s conviction of, or confession or plea of no contest to, any felony or any other act of fraud, misappropriation, embezzlement, or the like involving the Company’s property; provided, however, that no such act or event described in clauses (i) and (iii) of this paragraph (a) shall constitute Cause hereunder if the Executive has materially cured such act or event during the applicable thirty (30) day notice period.

(b) The Employee may terminate her employment for Good Reason with at least thirty (30) days advance written notice to the Company setting forth in reasonable detail the nature of the Good Reason.