EMPLOYMENT AGREEMENT

1.       Employment and Duties .  The Company hereby agrees to employ the Executive as its Chief Financial Officer (the “CFO”), and the Executive hereby accepts such employment, on the terms and conditions set forth herein.  During the Term (as defined below), the Executive shall serve as CFO and shall report to the CEO.  The Executive shall have those powers and duties customarily associated with the position of CFO of entities comparable to the Company and such other powers and duties as may be prescribed by the Board. The Executive’s primary commitment shall be to the performance of his duties for the Company; however, the Executive is not precluded from participating in activities and functions separate and apart from, and which are not inconsistent with, his function as CFO of the Company.

2.       Term .  The term of the Executive’s employment hereunder shall be for a period of three (3) years commencing on August 4, 2009 (the “ Initial Term ”). The term of this Agreement shall automatically be extended for additional terms of one (1) year each (each a “ Renewal Term ”) unless either party gives prior written notice of non-renewal to the other party no later than sixty (60) days prior to the expiration of the Initial Term (“ Non-Renewal Notice ”), or the then current Renewal Term, as the case may be. For purposes of this Agreement, the Initial Term and any Renewal Term are hereinafter collectively referred to as the “ Term .”

3.       Compensation, Benefits and Equity Awards .

(a)       Base Salary .   During the Term, the Executive shall receive an annual base salary of $225,000 in year 1; and effective on each one-year anniversary of this Agreement, an increase of at least 10% to the Executive’s then-current base salary.  On an annual basis, the Board will review the Executive’s performance and determine, in its sole discretion, the degree to which an adjustment greater than 10% to the Executive’s then-current base salary is appropriate.  The Executive’s base salary shall be paid in accordance with the Company’s regular payroll practices, including any and all usual and customary withholdings.

(b)       Annual Bonus .   The Executive shall be entitled to receive an annual cash bonus in an amount equal to fifty percent (50%) of his then-current Base Salary based upon the achievement of annual company and individual performance goals to be mutually agreed upon by the Executive and the Board (the “Bonus”).   The Executive’s Bonus will be pro-rated for partial calendar years during the Term.  The Bonus may be paid in any combination of cash and shares of Company stock that the Executive determines.   Any Bonus earned during a calendar year shall be paid at such time as the Company customarily pays annual bonuses.

(c)       Guaranteed Minimum Bonus .  The Executive shall be guaranteed a Bonus of no less than $25,000 for 2009 (the “Guaranteed Minimum Bonus”).  The Company shall pay the Guaranteed Minimum Bonus no later than forty-five (45) days after the Executive’s start date.  Such payment will be considered an advance against the Executive’s pro-rated Bonus; however, in the event that no bonus is earned, the Executive will not be required to repay the $25,000.

(d)       Expenses .  The Company shall reimburse the Executive for all reasonable business expenses, including attorneys’ fees in connection with this Employment Agreement, upon the presentation of itemized statements of such expenses in accordance with Company policies and procedures as may be in effect from time to time, provided however, that the Executive shall be reimbursed no later than thirty (30) days after presentation of any reasonable expense to the Company.

(e)       Vacation .  The Executive shall be entitled to at least three (3) weeks of paid vacation per calendar year (pro rated for 2009) to be used and accrued in accordance with the Company’s policies as may be in effect from time to time.  In addition to vacation, the Executive shall be entitled to the number of sick days, personal days and national holidays per year to which other executives of the Company may be entitled.

(f)       Other Benefit Plans .  During the Term, the Executive shall be entitled to participate in such employee benefit plans and insurance programs offered by the Company, or which may be in effect from time to time, in accordance with any eligibility requirements for participation therein. Such benefits will include medical, dental and vision coverage.  The Company agrees to pay 100% of the Executive’s individual coverage and 50% of the incremental cost associated with any spouse/family plan .

(g)       Equity Awards .  The Executive shall receive options to purchase 500,000 shares of the Company’s common stock at an exercise price of $1.60  per share (subject to adjustment for dividends, splits, reclassifications and similar transactions) and such options shall vest quarterly as of the end of each calendar quarter and evenly over a 3 year term with the first vesting date on September 30, 2009, subject to continued employment with the Company on each applicable vesting date or as otherwise provided for in Section 5 hereof.  Such options, unless otherwise provided for herein, shall be subject to the terms and conditions of the Company’s 2007 Incentive Stock and Award Plan (the “Plan”).  Additionally, under the Plan the Executive shall receive 20,000 shares of restricted common stock, which shall vest six months after he commences employment with the Company, subject to continued employment as of that date.  The Executive shall also remain eligible to receive future additional grants of stock options and restricted stock (e.g., annually, or at such other time equity grants are awarded to other executives and employees) as determined by the Board.  Upon a “change in ownership” of the Company, as this concept is defined in U.S. Treasury Regulations Section 1.409A-3(i)(5)(v) or successor provisions, all options and restricted common stock granted by the Company to the Executive shall immediately vest.

(h)      Other.  The Executive shall be entitled to participate in all other bonus, long-term incentive, equity, 401(k) matching, deferred compensation, and benefit plans and insurance programs made available to other executives and employees of the Company.

4.   Termination .   This Agreement and the Executive’s employment hereunder shall terminate upon any of the following events:

(a)      the Executive’s death ;

(b)           the Executive’s “ Total Disability .”  For purposes of this Agreement, the Executive shall be deemed to have incurred a “ Total Disability ” if (i) Executive is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for a continuous period of not less than twelve (12) months; (ii) Executive is, by reason of any medically determinable physical or mental impairment that can be expected to result in death, or last for continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Company; or (iii)  Executive is determined to be totally disabled by the Social Security Administration. Any question as to the existence of a Total Disability shall be determined by the written opinion of the Executive’s regularly attending physician.  If the Company disagrees with the opinion of this physician (the “First Physician”), it may engage, at its own expense, another physician (the “Second Physician”) to examine the Executive.  If the First Physician and Second Physician agree in writing that the Executive is or is not subject to a Total Disability, their written opinion shall, except as otherwise set forth in this paragraph, be conclusive on the issue of Total Disability.  If the First Physician and Second Physician disagree on the Total Disability of the Executive, they shall choose a third consulting physician (whose expense shall be borne by the Company), and the written opinion of a majority of these three physicians shall, except as otherwise provided in this paragraph, be conclusive as to the Executive’s Total Disability.  If there is a conclusive finding that the Executive is not subject to a Total Disability, the Company shall have the right to request additional determinations of Total Disability in accordance with this paragraph, provided the Executive shall pay all the expenses of such determinations and shall not request an additional determination more frequently than once every twelve (12) months.  In conjunction with a determination of Total Disability pursuant to this paragraph, the Executive hereby consents to any required medical examination, and agrees to furnish any medical information requested by an examining physician and to waive any applicable physician-patient privilege and consent to any disclosure of Executive’s protected health information (under HIPAA or any other applicable law) that may arise because of such examination and required production of records.  All physicians except the First Physician must be board certified in the specialty most closely related to the nature of the Total Disability alleged to exist.

(c)      the expiration of the Term , either the Initial Term of this Agreement or any Renewal Term thereof, if either party has provided a timely notice of non-renewal in accordance with Section 2, above;

(d)      at the Executive’s option, a voluntarily resignation , upon sixty (60) days prior written notice to the Company;

(e)      at the Executive’s option, in the event of an act by the Company constituting “ Good Reason .”  For purposes of this Agreement, the term Good Reason shall mean:

(i)   a material diminution in the Executive’s authority, duties or responsibilities; or

(ii)   a material diminution in the Executive’s base salary;

(iii)    if the Executive must materially relocate the geographic location at which he must perform services (which includes moving his principal office more than 5 miles outside of Manhattan); or

(iv) any other action or inaction that constitutes a material breach by the Company under this Agreement.

Prior to the Executive terminating his employment with the Company for Good Reason, the Executive must provide written notice to the Company, within ninety (90) days following the initial existence of such condition, that such Good Reason exists and setting forth in detail the grounds the Executive believes constitutes Good Reason.  If the Company does not cure the condition(s) constituting Good Reason within thirty (30) days following receipt of such notice, then Executive’s employment shall be deemed terminated for Good Reason.

(f)      at the Company’s option, in the event of an act by the Executive as constituting “ Cause, ” which shall exist upon a good faith determination by the Board, following a hearing before the Board at which the Executive has legal representation.  It is specifically understood that Cause shall not include any act of commission or omission in the good faith exercise of the Executive’s business judgment or upon the advice of counsel to the Company.  For the purposes of this Agreement, Cause shall mean:

(i)   the willful or continued failure by the Executive to substantially perform his duties, including, but not limited to, acts of fraud, willful misconduct, gross negligence or other act of dishonesty which has a material adverse effect on the Company or its business;

(ii)   a material violation or material breach of this Agreement which is not cured within ten (10) days written notice to the Executive, or which the Executive does not commence to cure and thereafter diligently continue to pursue the cure thereof if such material violation or material breach cannot be cured within said ten (10) day period;

(iii)   misappropriation of funds, properties or assets of the Company by the Executive which has a materially adverse effect on the Company or its business;

(iv)   the conviction of, or plea of guilty or no contest to, a felony or any other crime involving moral turpitude, fraud, theft, embezzlement or dishonesty;

(v)   abuse of drugs or alcohol which impairs the Executive’s ability to perform his duties as CFO;

(vi) by reason of a wrongful act or omission of the Executive, the Executive becomes subject to a preliminary or permanent injunction issued by a United States District Court enjoining the Executive from violating any securities law or rule administered or regulated by the Securities and Exchange Commission;

(vii) by reason of a wrongful act or omission of the Executive,the Executive becomes subject to a cease and desist order or other order issued by the Securities and Exchange Commission or state securities regulator after an opportunity for a hearing;

(viii) the Executive has been found in a civil action to have materially breached any provision of Section 7 and to have thereby caused material harm to the Company;

(ix) by reason of a wrongful act or omission of the Executive, the Executive becomes subject to a preliminary or permanent injunction issued by a state court having jurisdiction over him and enjoining the Executive from violating any state securities law, including any rule adopted by the applicable state securities administrator;

(x) the Executive has been found to have committed any act or to have failed to take any action (other than the failure to file any required report) which results in the Company’s common stock being delisted or not listed for trading (or traded on) on the Over-the-Counter Bulletin Board, the Nasdaq Stock Market or other national securities exchange,whichever is the principal trading market; or

(xi) by reason of the Executive’s misstatement or concealment of a material fact or material error or mistake of the Executive, whether of commission or omission, the Company has been required to restate any of its financial statements filed with the Securities and Exchange Commission, unless the Company’s securities counsel has advised the Company in writing that such restatement occurred as the result of a change in a technical interpretation which the Company’s registered independent public accounting firm had previously approved.

(a)      Upon termination of the Executive’s employment in the event of death, Total Disability, expiration of the Term, voluntary resignation or for Cause pursuant to Section 4(a) or (b) or (c) or (d) or (f), the Executive shall be entitled to the accrued but unpaid compensation and vacation payable through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date.

(b)      Upon termination of the Executive’s employment for Good Reason pursuant to Section 4(e),   in addition to all unpaid compensation and vacation and other benefits accrued to him under any Benefit Plans outstanding at such time and reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to the following severance benefits:

(i)   twelve (12) months Base Salary at the then-current rate, payable in a lump sum, less withholding of applicable taxes; and

(ii)   payment on a pro-rated basis of any Bonus to which the Executive is entitled pursuant to this Agreement to the extent it has been earned as of the termination date, and any other payments earned as of the date of termination; and

(iii)    continued provision for a period of  twelve (12) months following the Executive’s termination of the Executive’s then-current employee benefit plans and insurance programs or such other plans as may be adopted and extended from time to time by the Company to its senior executives; and

(iv)   all outstanding options or grants of restricted stock scheduled to vest within one (1) year after the date of termination, or if sooner, the date on which the options or grants of restricted stock otherwise expire by their terms, shall immediately vest  and may be exercised by the Executive or his estate, beneficiaries, or legal representatives, as applicable, within one (1) month following such vesting.

(c)           Upon termination of the Executive’s employment without Cause (i.e., other than pursuant to Section 4(f)), in addition to the accrue