OFFER OF EMPLOYMENT

October 26, 2005

1.

Responsibilities

2.

Term of Employment

3.

Compensation and Benefits

3.1 (a)

Base salary at the annual rate of $412,000, or at such increased rate as the Board, in its sole discretion, may hereafter from time to time determine (“Base Salary”), payable bi-weekly less required tax withholding. During the term of this Agreement, your Base Salary will be reviewed annually by the Board to determine whether such Base Salary should be increased in light of your duties, responsibilities and performance, and, if it is determined by the Board that an

3.1 (b)

Within sixty (60) days after the Effective Date, the Board shall meet with you to discuss the terms and conditions under which you will be paid an annual bonus, whereby the Board and you shall mutually agree on (a) appropriate and reasonably obtainable criteria which the Board or its Compensation Committee are to consider with regard to an annual bonus and (b) the target amount of such annual bonus or the formula by which such annual bonus target amount is to be determined. The Board shall meet with you annually for this purpose, within sixty (60) days prior to the start of each Term year (October 31-October 30). During the term of this Agreement, the target bonus amount may be up to 400% of Base Salary, but not less than 100% of the Base Salary. The bonus shall be payable no later than thirty (30) days following the conclusion of the Term year (October 31-October 30) for which the bonus was earned.

3.2

Fringe benefits (medical, disability insurance, 401k plan, vacation/PTO, flex spending account) shall be according to the Company policies in place from time to time for all employees. The Company reserves the right to change its benefit programs or policies, and/or its providers, at any time.

3.3

Four (4) weeks annual paid vacation; provided, however, that the Company acknowledges and agrees that you have pre-existing commitments from November 8-20, 2005, December 1-5, 2005, and December 10-15, 2005, and that you will not be required to use vacation time for these periods. The Company agrees that you will be on an unpaid leave of absence during these periods. In the event that you do perform work for the Company during this leave, the Company and you will discuss reasonable compensation for such work.

3.4

Subject to Board approval, within ten (10) days following the Effective Date, you will receive an inducement grant of 6,000,000 nonqualified stock options (the “CEO Grant”). The exercise price for these stock options will be set equal to the closing price of the Company’s common stock on the date the Board grants the options. The             shares comprising the CEO Grant will vest according to the following schedule: (1) 3,000,000 shall vest in 8 equal quarterly installments over the first eight (8) complete quarters in the Initial Term; and (2) 3,000,000 shall vest in a lump amount on the date that is 7 years following the date of the grant, or earlier upon the attainment of key performance milestones to which you and the Board will mutually agree within sixty (60) days after the Effective Date. Although the CEO Grant will not be made under a pre-existing Company plan, the Company will register the common stock underlying the CEO Grant on Form S-8 with the SEC within sixty (60) days following the date of the grant.

(a)

a sale, lease or other disposition of all or substantially all of the assets of the Company so long as the Company’s stockholders immediately prior to such transaction will, immediately after such transaction, fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the acquiring entity (for purposes of this section, any person who acquired securities of the Company prior to the occurrence of such asset transaction in contemplation of such transaction and who after such transaction possesses direct or indirect ownership of at least ten percent (10%) of the securities of the acquiring entity immediately following such transaction shall not be included in the group of stockholders of the Company immediately prior to such transaction);

(b)

either a merger or consolidation in which the Company is not the surviving corporation and the stockholders of the Company immediately prior to the merger or consolidation fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the voting power of the securities of the surviving corporation (or if the surviving corporation is a controlled subsidiary of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the surviving corporation and is not itself a controlled subsidiary of any other entity) immediately following such transaction, or a reverse merger in which the Company is the surviving corporation and the stockholders of the Company immediately prior to the reverse merger fail to possess direct or indirect beneficial ownership of more than fifty percent (50%) of the securities of the Company (or if the Company is a controlled subsidiary of another entity, then the required beneficial ownership shall be determined with respect to the securities of that entity which controls the Company and is not itself a controlled subsidiary of any other entity) immediately following the reverse merger (for purposes of this section, any person who acquired securities of the Company prior to the occurrence of a merger, reverse merger, or consolidation in contemplation of such transaction and who after such transaction possesses direct or indirect beneficial ownership of at least ten percent (10%) of the securities of the Company or the surviving corporation (or if the Company or the surviving corporation is a controlled subsidiary, then of the appropriate entity as determined above)

3.5

Reimbursement from the Company for all reasonable and customary expenses incurred by you in performing services under this Agreement, including travel expenses, expenses related to wireless communications (cell phone and Blackberry) and reasonable expenses related to home communications for the company (e.g., high speed internet access, fax, computer and accessories if needed) and other out-of-pocket expenses, in accordance with your expense account and the Company’s reimbursement policies and provided that you shall submit to the Company reasonable documentation with respect to such expenses.

4.1

Events of Termination

(a)

By the Company With Cause . Your employment with the Company may be terminated at any time for “Cause.” As used in this Agreement, the term “Cause” shall mean (i) your willful misconduct or willful failure to fulfill and perform your stated duties, including the obligations stated herein, which misconduct or failure, if curable, is not fully cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof, (ii) any material breach by you of any provision of this Agreement or the policies pertaining to Company employees which the Company adopts from time to time and provides a copy of to you, which, if curable, is not fully cured to the reasonable satisfaction of the Board within thirty (30) days after written notice thereof, (iii) any violation by you of Section 6.2 hereof, or (iv) your commi