EX-10.24 EXECUTIVE EMPLOYMENT AGREEMENT

III.                                  COMPENSATION

SECTION 3.01   Salary, Bonuses, Life Insurance .   As compensation for the services to be rendered pursuant to this Agreement, Company shall pay Executive, and Executive shall accept, a salary of $195,000.00 per annum (“Annual Salary”), payable in accordance with the payroll policies of Company for senior executives as from time to time in effect, less such amounts as may be required to be withheld by applicable federal, state and local law and regulations (the “Payroll Policies”).

In addition to the Annual Salary, Executive shall be eligible to receive and Company shall pay an annual bonus based on a percentage of Executive’s Annual Salary agreed upon by the Executive and the Company’s President and Chief Executive Officer (“Bonus”) (a) 75% of which Bonus shall be based upon Company achieving the goals set forth in a budget prepared by Company management and adopted or approved by the Board; and (b) 25% of which Bonus shall be based upon the achievement of other goals mutually agreed upon by Executive and the President and Chief Executive Officer of Company and approved by the Board.  Such Bonuses are payable on the earlier to occur of the date Parent’s (i) annual report on Form 10-K is filed with the Securities and Exchange Commission (“SEC”) for such year and (ii) year-end audit has been completed for such year.

For the fiscal year ending June 30, 2006, Executive shall be eligible to receive a Bonus, which shall equal 40% of Executive’s Annual Salary, prorated from the first date of employment through June 30, 2006.

Company shall purchase and maintain in full force and effect at all times during the term of this Agreement a policy of term insurance on the life of Executive payable to such beneficiary or beneficiaries as Executive may designate in an amount equal to three (3) times the amount of the Annual Salary; provided Executive shall comply with the issuing insurance company’s requirements for issuance of the policy.

SECTION 3.02   Performance Review . Executive’s performance shall be reviewed and evaluated by the Board annually during the term of this Agreement.

SECTION 3.03   Participation in Employee Benefit Plans .   Executive shall be entitled during the term of this Agreement, if and to the extent eligible, to participate in any life insurance, medical, health and accident and disability plan or program, pension plan or similar benefit plan of Company, which may be available to senior executives of Company generally, on the same terms as such other executives.

SECTION 3.04   Expenses .   Subject to such policies as may from time to time be established by Company for senior executives of Company generally, Company shall pay or reimburse Executive for all reasonable business expenses actually incurred or paid by Executive during the term of this Agreement in the performance by Executive of services under this Agreement, upon presentation of expense statements or vouchers or such other supporting information as Company may reasonably require.

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SECTION 3.05   Automobile Allowance .   Company shall pay Executive $750 per month and all reasonable expenses of operating an automobile subject to such policies as may from time to time be established and amended by Company.

SECTION 3.06   Vacation .   Executive shall be entitled to three (3) weeks of paid vacation each year during the term of this Agreement, which Executive may accumulate up to six (6) weeks, to be taken at a time or times which do not unreasonably interfere with Executive’s duties hereunder.

SECTION 3.07   Stock Options .   Parent shall grant stock options to Executive, pursuant to the terms of the Stock Option Agreement substantially in the form of Exhibit A, to purchase shares of Parent common stock in an amount to be determined by the President and Chief Executive Officer of Company and approved by the board of directors of Parent.

IV.                                 TERMINATION

SECTION 4.01   Termination upon Death .   If Executive dies during the term of this Agreement, this Agreement shall terminate as of the date of Executive’s death.

SECTION 4.02   Termination upon Disability .   Executive’s employment may be terminated by Company due to Executive’s permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) (“Disability”), so that Executive is unable substantially to perform Executive’s services required by this Agreement to be rendered by Executive for (i) a period of three (3) consecutive months or (ii) for shorter periods aggregating three (3) months during any twelve (12) month period.  Company may, at any time after the last day of the three (3) consecutive months of Disability or the day on which the shorter periods of Disability equal an aggregate of three (3) months, by 30 days’ written notice to Executive, terminate this Agreement and Executive’s employment hereunder.  Any such determination of Disability shall be made by a physician chosen by a majority of the members of the Board in its sole and unfettered discretion.  Nothing in this Section 4.02 shall be deemed to extend the term of this Agreement or of Executive’s employment hereunder, beyond the term specified in Article I hereof.

SECTION 4.03   Termination for Cause .   If the Board decides that Cause (as defined below) exists, it may remove Executive for Cause and terminate this Agreement and the term of Executive’s employment hereunder on the date specified in written notice to Executive.  If terminated for Cause, Executive shall have no right to receive any monetary compensation or benefit hereunder with respect to any period after the date specified in such notice.  Such notice may also terminate Executive’s right to enter Company’s premises.  For purposes of this Agreement, the term “Cause” means any of the following:

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(a)                                   Executive has been convicted or pled guilty or no contest to any crime or offense (other than any crime or offense relating to the operation of a motor vehicle) which is likely to have a material adverse impact on the business operations or financial or other condition of Company, or any felony offense;

(b)                                  Executive has committed fraud or embezzlement;

(c)                                   Executive has breached any of Executive’s obligations under this Agreement and Executive has failed to cure the breach within 30 business days following receipt of written notice of such breach from Company;

(d)                                  Company, after reasonable investigation, finds that Executive has violated material written policies and procedures of Company, including but not necessarily limited to, policies and procedures pertaining to harassment and discrimination;

(e)                                   Executive has failed to obey a specific written direction from the Board (unless such specific written instruction represents an illegal act), provided that (i) such failure continues for a period of 30 business days after receipt of such specific written direction, and (ii) such specific written direction includes a statement that the failure to comply therewith will be a basis for termination hereunder; or

(f)            any willful act or omission on Executive’s part which is materially injurious to the financial condition or business reputation of Company or any of its subsidiaries.

SECTION 4.04   Termination in Discretion of Company .  Company may, at any time thereafter by 30 days’ written notice to Executive, terminate this Agreement and the term of Executive’s employment hereunder, and Executive thereafter shall have only such rights to receive monetary compensation or benefits hereunder in respect of any period after the effective date of termination as are provided in Section 4.07 hereof.  Such notice may also terminate Executive’s right to enter Company’s premises.

SECTION 4.05   Voluntary Termination for Good Reason .   During the period commencing upon the occurrence of Good Reason (as defined below) and continuing for 60 days thereafter, Executive shall have the right to terminate Executive’s employment for Good Reason (as defined below), whereupon Executive shall become entitled to receive compensation as provided in Section 4.07 hereof.  Termination by the Executive pursuant to the preceding sentence shall be effective upon 60 days written notice to Company.  For purposes of this Agreement, “Good Reason” means any of the following:

(a)                                   the movement by Company, without Executive’s consent, of Executive’s principal place of employment to a site that is more than 50 miles from Executive’s principal residence;

(b)                                  a reduction by Company, without Executive’s consent, in Executive’s Annual Salary, duties and responsibilities, and title, as they may exist from time to time; or

(c)                                   a failure by Company to comply with any material provisions of this Agreement which has not been cured within 30 days after notice of such noncompliance has been given by Executive to Company, or if such failure is not capable of being cured in such time, for which a cure shall not have been diligently initiated by Company within the 30 day period.

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SECTION 4.06   Voluntary Termination Without Good Reason .  Executive shall have the right to terminate this Agreement upon 60 days’ written notice to Company and, upon such termination, Executive shall not have the right to receive any monetary compensation or benefit hereunder with respect to any period after the date specified in such notice.

SECTION 4.07   Compensation on Termination .

(a)                                   If the term of Executive’s employment hereunder is terminated pursuant to Section 4.01 hereof, Company shall pay to the executors or administrators of Executive’s estate or Executive’s heirs or legatees (as the case may be) all compensation accrued and unpaid up to the date of Executive’s death.

(b)                                  If the term of Executive’s employment hereunder is terminated pursuant to Section 4.02, 4.04, 4.05, or 4.07(c) hereof, Company shall (i) pay to Executive all compensation accrued and unpaid up to the effective date of termination; (ii) pay to Executive additional compensation in an amount equal to twelve (12) months of compensation at the Annual Salary rate then in effect, payable in accordance with the Payroll Policies; and (iii) maintain, at Company’s expense, in full force and effect, for Executive’s continued benefit until the earlier of (x) twelve (12) months after the effective date of termination or (y) commencement of Executive’s benefits pursuant to full time employment with a new employer under such employer’s standard benefits program, all life insurance, medical, health and accident, and disability plans or programs, in which Executive was entitled to participate immediately prior to the effective date of termination; provided, that Executive’s continued participation is permissible under the general terms and provisions of such plans or programs and provided further, that Company shall be entitled to amend or terminate any employee benefit plans which are applicable generally to Company’s employees.  In the event that Executive’s participation in any such plan or program is prohibited, Company shall arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under such plans or programs.  Any amounts paid by Company to Executive under (i) and (ii) above may be reduced, in the case of termination pursuant to Section 4.02, by the amount which Executive is entitled to receive under the terms of Company’s long-term disability insurance policy for senior executives as and if in effect at the effective date of termination.  Any payments made pursuant to this Section 4.07 shall be reduced by such amounts as are required by law to be withheld or deducted.

(c)           Notwithstanding any provision herein to the contrary, if Executive is terminated by Company without Cause, or Executive terminates Executive’s employment for Good Reason, within twelve (12) months of a Change in Control (as defined herein) which occurs after the Effective Time, Executive shall be entitled to the payments and benefits set forth in Section 4.07(b).  For purposes hereof, a “Change in Control” shall be deemed to have occurred if (i) any person, or any two or more persons acting as a group, and all affiliates of such person or persons (a “Group”), who prior to such time beneficially owned less than 50% of the then outstanding capital stock of Company or Parent, shall acquire shares of Company’s or Parent’s capital stock

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in one or more transactions or series of transactions, including by merger, and after such transaction or transactions such person or group and affiliates beneficiall