EXECUTIVE EMPLOYMENT AGREEMENT

1.1

Initial Term . The initial term of employment hereunder shall commence on the Commencement Date and shall continue until three (3) years thereafter.

1.2

Renewal; Non- Renewal Benefits to the Executive . At the end of the initial term of this Agreement, and on each anniversary thereafter, the term of the Executive's employment shall be automatically extended one additional year unless, at least thirty (30) days prior to such anniversary, the Employer shall have delivered to the Executive or the Executive shall have delivered to the Employer written notice that the term of the Executive's employment hereunder will not be extended.

2.1

Duties. The Executive shall be employed with the title of Chief Operating Officer with the responsibilities and authority assigned to Executive by the Company’s Board of Directors (the “Board”) that are customary to the powers and duties of similar executive positions in companies that engage in business similar to that of Employer. The Executive’s job description is attached as Exhibit A.

2.2

Extent of Duties. Except as provided below, the Executive shall devote his full-time, best efforts to the business of the Employer; provided, however, that Executive agrees to disclose to the Board in general terms any other business activities in which he is involved, and Executive agrees that such business activities shall not violate the provisions of Article 4 below.

3.1

Base Salary. As compensation for services rendered under this Agreement, the Executive shall receive an annual base salary of $250,000, which shall increase to $300,000 on January 1, 2008. The Executive’s salary is payable in accordance with the Employer’s normal business practices. The Executive’s base salary may be increased from time-to-time as determined by the Board in its sole discretion.

3.2

Intentionally deleted.

3.3

Bonus. The Executive shall participate in a bonus compensation plan as approved by the Board, and attached as Exhibit B.

3.4

Equity Compensation . The Executive shall receive restricted stock, stock units or options hereinafter collectively referred to as “Equity Grants” of the Employer’s common stock as incentive compensation, from time-to-time, in amounts and terms and conditions, determined by the Board in its sole discretion.

3.5

Company Transaction. In the event of any “Company Transaction,” as defined in the Employers 2004 Equity Incentive Plan, any unvested Equity Grants shall be accelerated and shall vest immediately prior to the occurrence of such Company Transaction. In the event the Executive is terminated by the Employer without “Cause” (as defined in section 5.1(d)), or by election of the Executive for “Cause” (as set forth in section 5.1(a)), any unvested Equity Grants shall be accelerated and shall vest immediately prior to the occurrence of such termination.

3.6

Benefits. The Executive shall be entitled to paid vacation and all paid holidays as customarily extended to executive employees, which shall include at a minimum four (4) weeks vacation as part of Executive’s TOP time. The Executive shall be entitled to participate in all of the Employer's employee benefit plans and employee benefits, including any retirement, pension, profit-sharing, insurance, hospital or other plans and benefits which now may be in effect or which may hereafter be adopted, it being understood that the Executive shall have the same rights and privileges to participate in such plans and benefits as any other executive employee during the term of this Agreement. Participation in any benefit plans shall be in addition to the compensation otherwise provided for in this Agreement.

3.7

Expenses. The Executive shall be entitled to prompt reimbursement for all reasonable expenses incurred by the Executive in the performance of his duties hereunder, including but not limited to, all expenses incurred in connection with travel, meals, and lodging.

4.1

The Executive will offer to the Employer any investment or other opportunity in the business of the type conducted by the Employer of which the Executive may become aware during the Executive’s employment under this Agreement. If the Board refuses the opportunity to participate in the investment or venture, the Executive may do so only if the Executive obtains consent to do so from a majority of the directors.

4.2

The Executive shall not make investments in companies involved in the business of the type conducted by the Employer, as identified in writing from time to time by the Board, at any time during the Executive’s employment with Employer; provided this provision does not apply to investments in broad-based mutual funds.

4.3

Except as provided in Sections 4.1 and 4.2 hereof, the Executive may not participate in the business of the type conducted by the Employer at any time during the Executive’s employment under this Agreement except through and on behalf of the Company.

4.4

For a period of nine (9) months after the termination or expiration of the Executive’s employment under this Agreement, the Executive shall not: (i) own, manage, operate, control, be employed by, participate in, or be connected in any manner with the ownership, management, operation or control of any business which is engaged in the business of the type conducted by the Employer at any time during the Executive’s employment with the Employer, (ii) call upon, solicit, attempt to sell any products or services in competition with those offered by the Employer to any person or firm that was solicited by the Executive on behalf of the Employer; or (iii) solicit or otherwise attempt to persuade any other employee to leave the employment of the Employer. In the event of the Executive's actual or threatened breach of this paragraph, the

4.5

The Executive recognizes and acknowledges that the information, business, list of the Employer's customers and any other trade secret or other secret or confidential information relating to the Employer's business as they may exist from time to time are valuable, special and unique assets of the Employer's business. Therefore, the Executive agrees as follows:

(a)

That the Executive will hold in strictest confidence and not disclose, reproduce, publish or use in any manner, whether during or subsequent to this employment, without the express authorization of the Board, any information, business, customer lists, or any other secret or confidential matter relating to any aspect of the Employer's business, except as such disclosure or use may be required in connection with the Executive's work for the Employer.

(b)

That upon request or at the time of leaving the employ of the Employer the Executive will deliver to the Employer, and not keep or deliver to anyone else, any and all notes, memoranda, documents and, in general, any and all material relating to the Employer's business.

(c)

That the Board may from time–to-time reasonably designate other subject matters requiring confidentiality and secrecy which shall be deemed to be covered by the terms of this Agreement.

4.6

The Executive agrees that any and all inventions, discoveries, improvements, creations and/or other information, whether patentable or unpatentable and whether or not confidential (“work(s)”) which the Executive may conceive or make during the Executive’s employment under this Agreement that is, in any way, directly and indirectly, solely and/or jointly, related to the business of the Employer shall be deemed a “work made for hire” as that term is used in Title 17 of the United States Code and shall be the sole and exclusive property of the Employer. The Employer shall be owner of all such work and deemed the author of such work with the full right to apply for a patent, trademark or copyright in such work in the United States and all foreign countries. The Executive shall execute any and all documents requested by the Employer to effect the foregoing. The Executive hereby grants, bargains, sells and assigns all right, title and interest in any copyrighted and/or proprietary work relating to the business of the Employer that the Executive conceives or makes while employed by the Employer. To the extent that work product of any work done by the Executive while employed by the Employer is

5.1

Termination. The Executive's employment hereunder may be terminated without any breach of this Agreement only under the following circumstances:

(a)

By the Executive for Cause. Upon the occurrence of any of the following events, the Executive may terminate the Executive’s employment under this Agreement for Cause by written notice to the Employer:

(i)

upon the sale by the Employer of substantially all of its assets; or

(ii)

upon a decision by the Employer to terminate its business and liquidate its assets; or

(iii)

upon a material or reduction in the nature, character, or responsibility of Executive’s position, title, duties or responsibilities or a detrimental change in the Executive’s compensation or benefits without the consent of the Executive; or

(iv)

upon a Change in Control of the Company. “Change in Control” means: (A) Any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), other than a trustee or other fiduciary holding securities of the Company under an employee benefit plan of the Company, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of (1) the outstanding shares of common stock of the Company or (2) the combined