FIRST AMENDED AND RESTATED EMPLOYMENT AGREEMENT

1.  Employment by the Company and Term.

(a)  Position. At the time the Company hires a new CEO, and subject to the terms herein, Executive shall assume the position of and the Company agrees to employ Executive as Executive Vice President and Chief Technology Officer, and in such other executive capacities as may be requested from time to time by the new CEO or his or her successor (“CEO”), the Company’s Board of Directors (“Board”), or a duly authorized committee thereof, and Executive hereby accepts such employment. Executive shall render such other services for the Company and entities controlled by, under common control with or controlling, directly or indirectly, the Company, and to successor entities and assignees of the Company (“Company Affiliates”) as the Company may from time to time reasonably request and as shall be consistent with the duties Executive is to perform for the Company and with Executive’s experience. During the term of his employment with the Company, Executive will devote his full time and use his best efforts to advance the business and welfare of the Company, and will not engage in any other employment or business activities for any direct or indirect remuneration that would be directly harmful or detrimental to, or that may compete with, the business and affairs of the Company, or that would interfere with his duties hereunder.

(b)  Duties. Executive shall serve in an executive capacity and shall assist the new CEO in his or her transition to the Company as requested and perform such duties as may be assigned from time to time by the CEO or the Board.

(c)  Company Policies. The employment relationship between the parties shall be governed by the general employment policies and practices of the Company, including but not limited to those relating to protection of confidential information and assignment of inventions, except that when the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

(d)  Term. This Agreement shall become effective on the day the new CEO commences employment with the Company (“Effective Date”). Thereafter, Executive’s employment shall be at-will, and either party may terminate such employment at any time, for any reason, with or without notice, subject to the terms of Section 6 below (“Term”). Executive acknowledges that certain provisions of this Agreement, including without limitation Sections 7, 8 and 9, survive termination of employment and termination of this Agreement.

2.  Compensation and Benefits.

(a)  Salary. Effective on the Effective Date, Executive shall receive for services rendered hereunder a salary at a rate of Two Hundred and Eighty Thousand Dollars ($280,000.00) per annum, payable in accordance with Company’s policies and practices for payment of salary to salaried employees (the “Base Salary”). The Base Salary will be reviewed by and shall be subject to adjustment at the sole discretion of the Company’s Compensation Committee each fiscal year during the term of Executive’s employment based on recommendation of the CEO; provided, however, that at a minimum Base Salary shall be adjusted each fiscal year in an amount equal to the change during the preceding twelve (12) months in the Consumer Price Index for All Urban Consumers (CPI—U), U.S. city average. The initial salary review will be conducted no later than twelve (12) months after the Effective Date and on an annual basis thereafter.

(b)  Participation in Benefits Plans. During the term hereof, Executive shall be entitled to participate in any group insurance, hospitalization, medical, dental, health, accident, disability or similar plan or program of the Company now existing or established hereafter to the extent that he is eligible under the general provisions thereof. The Company may terminate or modify any such benefit plan or program, provided that to the extent reasonably possible, the Company shall not terminate such benefits without providing Executive a minimum of 30 days notice of the termination of such benefits as described herein. Executive shall also participate in all fringe benefits offered generally by the Company to its executives.

(c)  Vacation. Executive shall be entitled to a period of annual vacation time equal to five (5) weeks per twelve month period, to accrue pro rata during the course of each such twelve month period. The days selected for Executive’s vacation must be mutually and reasonably agreeable to Company and Executive. In no event shall Executive’s total accrued vacation exceed seven (7) weeks. Whenever Executive’s total accrued vacation has reached the maximum of seven (7) weeks, Executive will stop accruing any further vacation and will only resume accruing vacation when and to the extent the Executive’s total accrued vacation is reduced below the maximum of seven (7) weeks.

(d)  Deductions. All compensation to be paid to Executive under any provision of this Agreement or otherwise shall be subject to such deductions as authorized or required by law.

3.  Bonuses.

(a)  Annual Bonuses. Through the Agreement’s Termination Date (as defined in Section 6 below), Executive will be eligible to receive a bonus (the “Annual Bonus”). Executive will be deemed to have earned his bonus in full on October 31, of the Company’s fiscal year with respect to which the bonus is determined (the “Measuring Year”), regardless of the date of determination or payment of the bonus, The amount of the bonus will be determined pursuant to the terms of this Agreement by the Board or the Compensation Committee thereof on or about the January 15 following the last day of the Measuring Year. The Annual Bonus will be based on performance goals and approved by the Board or the Compensation Committee thereof and established by the Board or the Compensation Committee thereof in consultation with the CEO and the Executive (“Performance Goals”). The Executive shall be entitled to an Annual Bonus of not less than 25% of his Base Salary if the Company and Executive meet or exceed the Performance Goals established for the pertinent Measuring Year.

(b)  Other Bonus Plans. From time to time, the Board may, in its discretion, institute supplementary bonus plans or stock option plans, for which Executive may be eligible. The terms of such benefits shall be determined by the applicable plan.

4.  Stock Options. The Company may grant Executive certain incentive and non—qualified stock options (“Options”) in accordance with the Company’s annual stock option grants. All options granted to Executive prior to the Effective Date will continue to vest during the Term of employment under this Agreement, in accordance with the terms of such grants.

5.  Reasonable Business Expenses and Support. Executive shall be reimbursed for documented and reasonable business expenses in connection with the performance of his duties hereunder. Executive shall be furnished reasonable office space, assistance and facilities suitable to and appropriate for his position and responsibilities.

6.  Termination of Employment. The date on which Executive’s employment by the Company ceases for any reason, whether voluntary or involuntary, shall be defined herein as the “Termination Date.”

(a)  Termination Date On or Before October 31, 2007.

(i)  If, on or before October 31, 2007, (a) the Company terminates Executive’s employment for any reason other than Executive’s death, Disability or Cause, or (b) Executive resigns for Good Reason, the Company will continue to pay Executive his Base Salary in effect on the Termination Date through October 31, 2007 in accordance with the Company’s standard payroll practices for salaried employees.

(ii)  Definition of Cause. “Cause” means the occurrence or existence of any of the following with respect to Executive, as determined by a majority of the disinterested directors of the Board: (a) continued failure to substantially perform of Executive’s duties or responsibilities as determined by the Company’s Board, provided that the Company has given Executive written notice specifying the basis upon which the Company determined that Executive’s duties or responsibilities were not substantially performed, which remains uncorrected by the Executive after the lapse of 30 days following receipt of the written notice; (b) a material breach by Executive of any of his material obligations hereunder which remains uncured after the lapse of 30 days following the date that the Company has given Executive written notice thereof; (c) a material breach by the Executive of his duty not to engage in any transaction that represents, directly or indirectly, self—dealing with the Company or any of its Affiliates which has not been approved by a majority of the disinterested directors of the Board or of the terms of his employment, if in any such case such material breach remains uncured after the lapse of 30 days following the date that the Company has given the Executive written notice thereof; (d) the repeated material breach by the Executive of any material duty referred to in clause (b) or (c) above as to which at least one (1) written notice has been