EXECUTIVE EMPLOYMENT AGREEMENT

1.      

POSITION AND DUTIES

(a)     

During the Term (as defined in Section 3), Executive will be employed by the Company as a Senior Vice-President - Research and Development, and shall be responsible for the research and development aspects of the Company’s business, shall report to the President and Chief Operating Officer, and shall perform such other duties as from time to time determined by the Company.

(b)     

Executive shall serve the Company faithfully, loyally, honestly, and to the best of Executive’s ability. Executive will devote substantially all of Executive’s business time to the performance of Executive’s duties for, and in the business and affairs of, the Company.

2.      

BASE SALARY

4.      

TERMINATION OF EMPLOYMENT

(a)     

Termination without Good Reason or Termination for Cause.

(i)     

If, prior to the expiration of the Term, Executive’s employment is terminated by the Company for “ Cause ” (as defined below) or if Executive resigns from his employment hereunder without “Good Reason” (as defined below), Executive shall be entitled to payment of (A) his Base Salary accrued up to and including the date of termination or resignation, including any accrued or unused vacation time, and (B) any unreimbursed expenses. Except to the extent required by the terms of the benefits provided in Section 5 or applicable law, Executive shall have no right under this Agreement or otherwise to receive any other compensation or to participate in any other plan, program or arrangement after such termination or resignation of employment with respect to the year of such termination or resignation or thereafter.

(ii)     

Termination for “ Good Reason ” shall mean a termination by Executive of his employment if, without Executive’s consent, any of the following events occur: (a) a decision by the Company to terminate its business and liquidate its assets; (b) the Company makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, there shall have been filed any petition or application for the involuntary bankruptcy of the Company, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of sixty (60) days or more, or the Company seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the Company or any material party of its assets; without Executive’s consent, the Company: (c) the Company diminishes Executive’s title, (d) the Company materially diminishes Executive’s duties, (e) the Company assigns duties and responsibilities to Executive that are materially inconsistent with those assigned as of the Effective Date, (f) the Company reduces Executive’s Base Salary (not including bonus or incentive compensation) other than any such reduction which is part of, and generally consistent with, a general reduction of officers’ salaries, (g) the Company materially reduces the kind or level of employee benefits (other than salary and incentive compensation bonus) to which the Executive is entitled immediately prior to such reduction with the result that the Executive’s overall benefits package (other than salary and incentive compensation/bonus) is substantially reduced (other than any such reduction applicable to officers of the Company generally);or (h) the Company materially breaches this Agreement.

(iii)     

Termination for “ Cause ” shall mean a termination of Executive’s employment with the Company because of (A) a plea of guilty or nolo contendere , or conviction for, the commission of a felony offense by Executive, (B) the involvement by Executive as a party to any litigation or regulatory proceeding or in any other circumstance known to the general public that, in the good faith determination of the Board of Directors of the Company, is reasonably certain to subject Executive, the Company or its affiliates to disrepute, ridicule, contempt or scandal or that is reasonably certain to reflect unfavorably upon the reputation of Executive, the Company or its affiliates or the Company’s products or technologies, except that this subsection (iii)(B) does not apply to claims that Executive may bring against the Company that are protected by law; (C) the willful failure to perform in any material respect Executive’s duties; (D) an intentional act of fraud, embezzlement, theft or a dishonest act against the Company or its affiliates; (E) a material breach by Executive of the terms and provisions of the Agreement; or (F) a violation by Executive of a fiduciary duty or duty of loyalty to the Company.

(iv)     

Termination by Executive of his employment for Good Reason shall be communicated by delivery to the Company of a written notice from the Executive stating that Executive is terminating the employment for Good Reason, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Good Reason under Section 4(a)(ii)(c),(d),(e),(f),(g) or (h), the Company shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Good Reason. Upon a cure or correction thereof within such thirty (30) day cure period by the Company to the reasonable satisfaction of Executive, the action shall no longer constitute Good Reason for purposes of this Agreement.

(v)     

Termination of Executive’s employment for Cause shall be communicated by delivery to Executive of a written notice from the Company stating that Executive will be terminated for Cause, specifying the particulars thereof and the effective date of such termination. In the event of a termination for Cause under Section 4(a)(iii)(E) or (F), Executive shall have thirty (30) days from the date of receipt of such notice to effect a cure of the actions constituting Cause. Upon a cure or correction thereof within such thirty (30) day cure period by Executive to the reasonable satisfaction of the Company, the action shall no longer constitute Cause for purposes of this Agreement. Executive shall not be entitled to a cure period for a repeated breach of the same Section of this Agreement.

(vi)     

The date of a resignation by Executive without Good Reason shall be the date specified in a written notice of resignation from Executive to the Company, provided that , Executive shall provide at least ninety (90) days’ advance written notice of his resignation.

          (b)    

Payments Upon a Termination Without Cause, Termination with Good Reason or Non-Renewal of Agreement. If the Company terminates Executive’s employment for any reason other than Disability, Death or Cause (such termination hereinafter referred to as “ Termination Without Cause ”) or the Company fails to renew this Agreement after the expiration of the Initial Term or any Renewal Term thereafter, or Executive terminates his employment for “Good Reason”, Executive shall be entitled to (A) continuation of benefits for the remainder of the Initial Term or the then current Renewal Term, if any, and (B) payment of any unreimbursed expenses. In addition, subject to Executive’s execution and delivery of a release in the form then deemed appropriate by the Company, Executive shall be entitled to severance consisting of continuation of his Base Salary, at the rate in effect on the date of the termination or date of non- renewal, from the date of such termination or non-renewal up to the earlier of (i) the date Executive elects to engage or cause others to engage in a Competing Business (defined below), or (ii) twelve (12) months following the date of the termination or non-renewal. The date of termination of employment for Termination Without Cause shall be the date specified in the written notice of termination provided by the Company to Executive. The date of termination for Good Reason shall be the date of expiration of the cure period set forth in Section 4(a)(iv) hereof. Except as specifically set forth above, Executive covenants and agrees that he shall not be entitled to any other form of severance benefits from the Company, including, without limitation, benefits otherwise payable under the Company’s regular severance policies, if any, in the event his employment ends for any reason and, except with respect to obligations of the Company expressly provided for herein, Executive unconditionally releases the Company and its subsidiaries and affiliates, and their respective directors, officers, employees and stockholders, or any of them, from any and all claims, liabilities, or obligations under any severance arrangements of the Company or any of its subsidiaries or affiliates. A “ Competing Business ” shall mean and refer to a business involving the design, development, marketing and/or support of information management software products for blood banks, hospitals, centralized transfusion services or other health care related facilities.

          (c)     

Termination due to Disability. In the event of Executive’s Disability, the Company shall be entitled to terminate his employment. In the case that the Company terminates Executive’s employment due to Disability, Executive shall be entitled to his Base Salary, including any accrued but unused vacation time, up to and including the date of termination as well as any unpaid expense reimbursements. As used in this Section 4(c), the term “ Disability ” shall mean the Company’s determination that due to physical or mental illness or incapacity, whether total or partial, Executive is substantially unable (with or without a reasonable accommodation) to perform his duties hereunder for a period of thirty (30) consecutive days or shorter periods aggregating sixty (60) days during any period of one hundred eighty (180) consecutive days.

          (d)     

Death. This Agreement shall terminate automatically on Executive’s death. Any Base Salary, including any accrued but unused vacation time, earned, by Executive for services rendered prior to Executive’s death and any unpaid expense reimbursements shall be paid to Executive’s surviving spouse, or if Executive does not leave a surviving spouse, to Executive’s estate. No other benefits shall be payable to Executive’s estate or heirs pursuant to this Agreement, but amounts may be payable pursuant to any life insurance or other benefit plans maintained in whole or in part by the Company for the benefit of Executive, his estate or heirs.

(e)     

Timing of Payments . Notwithstanding any other provision with respect to the timing of payments under this Section 4, if, at the time of Executive’s termination, Executive is deemed to be a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code (the “ Code ”), and any successor statute, regulation and guidance thereto) of the Company, then only to the extent necessary to comply with the requirements of Section 409A of the Code, any payments to which Executive may become entitled under this Section 4 which are subject to Section 409A of the Code (and not otherwise exempt from its application) will be withheld until the first (1 ^st ) business day of the seventh (7 ^th ) month following the termination of Executive’s employment with the Company, at which time Executive shall be paid an aggregate amount equal to six (6) months of payments otherwise due to Executive under the terms of this Section 4. After the first business day of the seventh (7 ^th ) month following the termination of Executive’s employment and continuing each month thereafter, Executive shall be paid the regular payments otherwise due to Executive in accordance with the terms of the applicable provision of Section 4.

5.      

BENEFITS

(a)     

Executive will be entitled to participate in all employee benefit plans which may be instituted by the Company in its sole discretion, subject to restrictions. The foregoing shall not be construed to limit the ability of the Company to amend, modify or terminate any such benefit plans, policies or programs at any time and from time to time.

(b)     

Executive’s vacation is to accrue on a pro-rata basis as required by California law and to be taken in accordance with Company’s standard vacation policies. Unused vacation shall accrue in accordance with then-current Company policies. The Company’s paid holidays are in addition to the above-referenced vacation time.

(c)     

In addition to the compensation and benefits provided above, the Company shall, upon receipt of appropriate documentation, reimburse Executive