EMPLOYMENT AGREEMENT

A.  

The Company desires to retain Employee to provide the services hereinafter set forth.

B.  

Employee is willing to provide such services to the Company on the terms and conditions hereinafter set forth. The Company and the Employee shall enter into an additional Employee Stock Option Contract (the “ Option Agreement ”) substantially in the form of the Stock Option Contract dated November 20, 2002 by and between the Employee and the Company (the “ First Option Agreement ”) in conjunction with the granting of additional options to purchase stock of the Employer.

1.  

Employment and Term .

The Company agrees to employ the Employee and the Employee agrees to work for the Company, subject to the terms and conditions below, for a term of two (2) years, from the date hereof, which shall automatically renew for additional annual terms unless either party notifies the other at least ninety (90) days prior to the end of the term of the Agreement of a determination not to allow this Agreement to automatically renew.

2.  

Compensation; Benefits .

Subject to the terms and conditions of this Agreement, the Company shall pay to the Employee a base salary as set forth on Schedule A, attached hereto and made a part hereof, payable in accordance with the Company’s regular payroll policies. In addition to this base salary, the Employee shall be entitled to the benefits and bonuses described on Schedule A, subject to the terms and conditions described therein. In addition, the Employee shall be entitled to receive such other benefits including, but not limited to, vacation, holidays and sick leave, as the Company generally provides to its senior executives and employees holding similar positions as that of the Employee. Notwithstanding the foregoing, the Company reserves the right to adopt, amend or discontinue any employee benefit plan or policy in accordance with then-applicable law

3.  

Business Expenses .

The Company shall reimburse the Employee during the term of this Agreement for travel, entertainment and other expenses reasonably incurred by the Employee on behalf of the Company pursuant to the Company’s expense reimbursement policy for its senior executives.

4.  

Title; Duties .

The Employee shall be employed as General Counsel and Corporate Secretary, reporting directly to the Chief Executive Officer. The Employee shall diligently and conscientiously devote his full time and attention and his best efforts to discharge the duties assigned to him by the Company. The Employee shall perform such duties as may be assigned to him from time to time by the Board of Directors.

5.  

Right to Contract; Conflict of Interest .

The Employee hereby represents and warrants to the Company that (i) he has full right and authority to enter into this Agreement and to perform his obligations hereunder, and (ii) the execution and delivery of this Agreement by the Employee and the performance of the Employee’s obligations hereunder will not conflict with or breach any agreement, order or decree to which the Employee is a party or by which he is bound.

6.  

Transfer by Company .

If at any time during the term of this Agreement, the Company transfers the Employee to another location, the Company will reimburse the Employee for all reasonable relocation expenses incurred as a result of such transfer.

7.  

Termination by the Company .

(a)  

The Company shall have the right to terminate the Employee’s employment with or without Cause (as defined below) at any time during the term of this Agreement by giving written notice to the Employee. It is specifically acknowledged and agreed that a notification by the Company of a determination not to allow this Agreement to automatically renew pursuant to Section 1 shall not be a termination by the Company for any purpose hereunder. The termination shall become effective on the date specified in the notice, which termination date shall not be a date prior to the date ten (10) days following the date of the notice of termination itself. In the event that the Employee is terminated for Cause, the Company shall pay the Employee the salary due him under this Agreement through the day on which such termination is effective. In the event that the Employee

is terminated without cause , or on non-renewal of this Agreement by the Company, the Company shall, subject to the provisions of this Agreement:

(i)  

pay to the Employee within thirty (30) days of termination of employment a cash payment equal to his annual base salary based on his highest annual base salary for the three year period prior to the Termination date, earned bonus through the end of and including the then current quarter, expense reimbursements and fringe benefits other than any entitlement to bonus, set forth on Schedule A, in a lump sum or in accordance with normal payroll practices, at the Company’s option;

(ii)  

maintain and provide for a period of twelve (12) months from the date of termination, at no cost to the Employee, the Employee’s continued participation in all group insurance, life insurance, health and accident, disability and other employee benefit plans, programs and arrangements in which the Employee was entitled to participate immediately prior to the date of termination (other than any bonus plans or stock option plans of the Employer), provided that in the event that the Employee’s participation in any plan, program or arrangement as provided in this subparagraph (ii) is barred or during such period any such plan, program or arrangement is discontinued or the benefits thereunder are materially reduced, the Employer shall arrange to provide the Employee with benefits substantially similar to those which the Employee was entitled to receive under such plans, programs and arrangements immediately prior to the Employee’s date of termination.

(b)  

The Company may terminate Employee’s employment hereunder at any time for “cause” upon written notice to Employee. For purposes of this Section 7, “ cause ” shall mean: (i) any willful gross misconduct by Employee which materially injures the Company which breach is not cured within a reasonable period following not less than 30 days prior written notice thereof to Employee, (ii) a course of conduct by Employee which involves material failures to perform his duties satisfactorily over a period of time, where there has been repeated counseling by the Board or appropriate committee thereof, and following not less than thirty (30) days’ prior written notice thereof to employee and a reasonable opportunity to cure, or (iii) conviction of a felony involving moral turpitude. No act or omission shall be considered “willful” if it is done by Employee in good faith and with reasonable belief that it was in the best interest of the Company.

(c)  

In the event the Employee disputes in writing any termination for Cause (after the Employee receives the grounds for termination, in writing, from

the Company’s Board of Directors the Company shall continue to pay the Employee full salary (including any earned bonuses or fringe benefits) for a period of no more than three (3) months while the Company and the Employee attempt to resolve such dispute in good faith.

8.  

Termination by Death or Disability of the Employee .

(a)  

In the event of the Employee’s death during the term of this Agreement, all obligations of the parties hereunder shall terminate immediately, and the Company shall pay to the Employee’s legal representatives the salary (and any earned bonuses) due the Employee through the day on which his death shall have occurred.

(b)  

If the Employee is unable to perform his duties hereunder due to mental, physical or other disability for a period of one hundred twenty (120) consecutive business days, as determined by the Company, or for one hundred twenty (120) business days in any period of twelve (12) consecutive months, this Agreement may be terminated by the Company, at its option, by written notice to the Employee, effective on the termination date specified in such notice, provided such termination date shall not be a date prior to the date of the notice of termination itself. In this case, the Company will pay the Employee the salary (and any earned bonuses) due him through the day on which such termination is effective.

(c)  

The Company shall pay Employee the difference between the amount to be paid under any disability insurance policy for the twelve (12) months following termination and the amount of Employee’s salary due under the termination provision of Section 7 (a) (i).

9.  

Termination by the Employee .

(a)  

The Employee may terminate the Employee’s employment at any time, with or without cause, by giving written notice to the Company. It is specifically acknowledged and agreed that a notification by the Employee of a determination not to allow this Agreement to automatically renew pursuant to Section 1 shall not be a termination by the Employee for any p