OFFER OF EMPLOYMENT

Exhibit 10.33

In the event that your employment is terminated within twelve months of a “Change of Control” without “Cause”, or if your compensation is reduced during the twelve months following a “Change of Control” you will be entitled to receive a twelve month’s salary continuation, reasonable reimbursement for health care costs for an eighteen month period, all bonus money you may be entitled to, as well as vesting of all stock options. “Cause” means any conduct that may jeopardize any license in any jurisdiction that the company does or seeks to do business; performance of work in a manner that is not professional, including dishonesty or insubordination; conviction for any felony; or other conduct injurious to the company or its reputation. “Change of control” means that any “person” or “group” becomes the “beneficial owner” of more than fifty percent (50%) of the total voting power entitled to vote in the election of the Board of Directors, excluding any person or group that is the beneficial owner of more than five percent (5%) of the total voting power as of the date of this letter. “Person”, “group” an