EMPLOYMENT AGREEMENT

                    (a)      Position .  For the term of his employment under this Agreement (“Employment”), the Company agrees to employ the Executive in the position of Vice President, Information Technology and Chief Information Officer.  The Executive shall report to the Chief Executive Officer (the “CEO”).  The Executive accepts such employment and agrees to discharge all of the duties normally associated with said position, and to faithfully and to the best of his abilities perform such other services consistent with his position as Vice President, Chief Information Officer as may from time to time be assigned to him by the CEO.

                    (b)      Obligations to the Company .  During the term of his Employment, the Executive shall devote his full business efforts and time to the Company.  The Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the CEO, provided, however, that the Executive may, without the approval of the CEO, serve in any capacity with any civic, educational or charitable organization.  The Executive may own, as a passive investor, no more than one percent (1%) of any class of the outstanding securities of any publicly traded corporation.

                    (c)      No Conflicting Obligations .  The Executive represents and warrants to the Company that he is under no obligations or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement.  The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Company, any trade secrets or other proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his employment by the Company as contemplated by this Agreement will not infringe or violate the rights of any other person or entity.  The Executive represents and warrants to the Company that he has returned all property and confidential information belonging to any prior employers.

                    (d)      Commencement Date .  The Executive commenced full-time Employment on December 12, 2005.

                    (a)      Salary .  The Company shall pay the Executive as compensation for his services a base salary at a gross annual rate of $225,000, payable in accordance with the Company’s standard payroll schedule.  The compensation specified in this Subsection (a), together with any adjustments by the Company from time to time, is referred to in this Agreement as “Base Salary.”

                    (b)      Target Bonus .  The Executive shall be eligible to participate in an annual bonus program (beginning in calendar year 2006) that will provide him with an opportunity to earn a potential annual bonus equal to 60% of the Executive’s Base Salary.  The amount of the bonus shall be based upon the performance of the Executive, as set by the individual performance objectives described in this Subsection, and the Company in each calendar year, and shall be paid by no later than January 31 of the following year, contingent on the Executive remaining employed by the Company as of such date.  The Executive’s individual performance objectives and those of the Company’s shall be set by the CEO after consultation with the Executive by no later than March 31, of each calendar year.  Any bonus awarded or paid to the Executive will be subject to the discretion of the Board.

                    (c)      Stock Options .  The Executive shall be eligible for an annual incentive stock option grant subject to the approval of the Board.  The per share exercise price of the option will be equal to the per share fair market value of the common stock on the date of grant, as determined by the Board of Directors.  The term of such option shall be ten (10) years, subject to earlier expiration in the event of the termination of the Executive’s Employment.  The Executive shall vest in 25% of the option shares after the first twelve (12) months of continuous service and shall vest in the remaining option shares in equal monthly installments over the next three (3) years of continuous service.  The grant of each such option shall be subject to the other terms and conditions set forth in the Company’s 2005 Incentive Plan and in the Company’s standard form of stock option agreement.

                    3.      Vacation and Executive Benefits .  During the term of his Employment, the Executive shall be eligible for 17 days vacation per year, in accordance with the Company’s standard policy for senior management, as it may be amended from time to time.  During the term of his Employment, the Executive shall be eligible to participate in any employee benefit plans maintained by the Company for senior management, subject in each case to the generally applicable terms and conditions of the plan in question and to the determinations of any person or committee administering such plan.

                    4.      Business Expenses .  During the term of his Employment, the Executive shall be authorized to incur necessary and reasonable travel, entertainment and other business expenses in connection with his duties hereunder.  The Company shall reimburse the Executive for such expenses upon presentation of an itemized account and appropriate supporting documentation, all in accordance with the Company’s generally applicable policies.

                    (a)      Basic Rule .  The Company agrees to continue the Executive’s Employment, and the Executive agrees to remain in Employment with the Company, from the commencement date set forth in Section 1(d) until the date when the Executive’s Employment terminates pursuant to Subsection (b) below.  The Executive’s Employment with the Company shall be “at will,” and either the Executive or the Company may terminate the Executive’s Employment at any time, for any reason, with or without Cause.  Any contrary representations, which may have been made to the Executive shall be superseded by this Agreement.  This Agreement shall constitute the full and complete agreement between the Executive and the Company on the “at will” nature of the Executive’s Employment, which may only be changed in an express written agreement signed by the Executive and a duly authorized officer of the Company.

                    (b)      Termination .  The Company may terminate the Executive’s Employment at any time and for any reason (or no reason), and with or without Cause, by giving the Executive notice in writing.  The Executive may terminate his Employment by giving the Company fourteen (14) days advance notice in writing.  The Executive’s Employment shall terminate automatically in the event of his death or Permanent Disability.  For purposes of this Agreement, “Permanent Disability” shall mean that the Executive has become so physically or mentally disabled as to be incapable of satisfactorily performing the duties under this Agreement for a period of one hundred eighty (180) consecutive calendar days.

                    (c)      Rights Upon Termination .  Except as expressly provided in Section 6, upon the termination of the Executive’s Employment pursuant to this Section 5, the Executive shall only be entitled to the compensation, benefits and reimbursements described in Sections 2, 3 and 4 for the period preceding the effective date of the termination.  The payments under this Agreement shall fully discharge all responsibilities of the Company to the Executive.

                    (d)      Termination of Agreement .  The termination of this Agreement shall not limit or otherwise affect any of the Executive’s obligations under Section 7.

                    6.      Termination Benefits .

                    (a)      General Release .  Any other provision of this Agreement notwithstanding, Subsections (b), (c) or (d) below shall not apply unless the Executive (i) has executed a general release in a form prescribed by the Company of all known and unknown claims that he may then have against the Company or persons affiliated with the Company, and (ii) has agreed not to prosecute any legal action or other proceeding based upon any of such claims.

                    (b)      Termination without Cause .  If, during the term of this Agreement, and not in connection with a Change of Control as addressed in Subsection (c) below, the Company terminates Executive’s employment without Cause or due to Permanent Disability or Executive resigns for Good Reason, then:

                    (i)     the Executive shall immediately vest in an additional number of shares under all outstanding options as if he had performed twelve (12) additional months of service; and

                    (ii)     the Company shall pay the Executive, in a lump sum upon the effectiveness of the General Release to be executed by Executive in accordance with Section 6(a) above, an amount equal to: (x) the then current year’s Target Bonus prorated for the number of days of Executive is employed in said year; (y) one year’s Base Salary; and (z) the greater of the then current year’s Target Bonus or the actual prior year’s bonus. The Executive’s Base Salary shall be paid at the rate in effect at the time of the termination of Employment.

                    (c)      Upon a Change of Control . In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

                    (i)     the Executive shall immediately vest in an additional number of shares under all outstanding options as if he had performed twelve (12) additional months of service; and

                    (ii)     if within twelve (12) months following the occurrence of the Change of Control, one of the following events occurs:

(A) the Executive’s employment is terminated by the Company without Cause; or

(B) the Executive resigns for Good Reason

                    then the Executive shall immediately vest as to all shares under all outstanding options and the Company shall pay the Executive, in a lump sum, an amount equal to:  (i) the then current year’s Target Bonus prorated for the number of days of Executive is employed in said year; (ii) one year’s Base Salary; and (iii) the greater of the then current year’s Target Bonus or the actual prior year’s bonus.  The Executive’s Base Salary shall be paid at the rate in effect at the time of the termination of Employment.

                    (d)      Health Insurance .  If Subsection (b) or (c) above applies, and if the Executive elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) following the termination of his Employment, then the Company shall pay the Executive’s monthly premium under COBRA until the earliest of (i) 12 months following the termination of the Executive’s Employment, or (ii) the date upon which the Executive commences employment with an entity other than the Company.

                    (e)      Definition of “Cause. ”  For all purposes under this Agreement, “Cause” shall mean any of the following:

                    (i)     Unauthorized use or disclosure of the confidential information or trade secrets of the Company;

                    (ii)     Any breach of this Agreement or the Employee Proprietary Information and Inventions Agreement between the Executive and the Company;

                    (iii)     Conviction of, or a plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof;

                    (iv)     Misappropriation of the assets of the Company or any act of fraud or embezzlement by Executive, or any act of dishonesty by Executive in connection with the performance of his duties for the Company that adversely affects the business or affairs of the Company; or

                    (v)     Intentional misconduct or the Executive’s failure to satisfactorily perform his/her duties after having received written notice of such failure and at least thirty (30) days to cure such failure.

                    (f)      Definition of ”Good Reason. ”  For all purposes under this Agreement, the Executive’s resignation for “Good Reason” shall mean the Executive’s resignation within ninety (90) days the occurrence of any one or more of the following events:

                    (i)     The Executive’s position, authority or responsibilities being significantly reduced;

                    (ii)    The Executive being asked to relocate his principal place of employment such that his commuting distance from his residence prior to the Change of Control is increased by over thirty-five (35) miles;

                    (iii)   The Executive’s annual Base Salary or bonus being reduced; or

                    (iv)   The Executive’s benefits being materially reduced.

                    (g)      Definition of “Change of Control. ” For all purposes under this Agreement, “Change of Control” shall mean any of the following:

                    (i)     a sale of all or substantially all of the assets of the Company;

                    (ii)    the acquisition of more than fifty percent (50%) of the common stock of the Company (with all classes or series thereof treated as a single class) by any person or group of persons;

                    (iii)   a reorganization of the Company wherein the holders of common stock of the Company receive stock in another company (other than a subsidiary of the Company), a merger of the Company with another company wherein there is a fifty percent (50%) or greater change in the ownership of the common stock of the Company as a result of such merger, or any other transaction in which the Company (other than as the parent corporation) is consolidated for federal income tax purposes or is eligible to be consolidated for federal income tax purposes with another corporation; or

                    (iv)   in the event that the common stock is traded on an established securities market, a public announcement that any person has acquired or has the right to acquire beneficial ownership of more than fifty percent (50%) of the then-outstanding common stock and for this purpose the terms “person” and “beneficial ownership” shall have the meanings provided in Section 13(d) of the Securities and Exchange Act of 1934 or related rules promulgated by the Securities and Exchange Commission, or the commencement of or public announcement of an intention to make a tender offer or exchange offer for more than fifty percent (50%) of the then outstanding Common Stock.

                    (h)      Section 409A . Notwithstanding anything to the contrary in this Agreement, any cash severance payments otherwise due to Executive pursuant to this Section 6 or otherwise on or within the six-month period following Executive’s termination will accrue during such six-month period and will become payable in a lump sum payment on the date six (6) months and one (1) day following the date of Executive’s termination, provided, that such cash severance payments will be paid earlier, at the times and on the terms se