provides Consultant with office facilities as specified hereunder.  If such work involves out-of-pocket travel, subsistence, or entertainment expenses, all of which will require pre-approval by the Company, these expenses shall be reimbursed to the Consultant according to Company policies applicable to employees upon receipt by the Company of an expenses invoice and receipts from the Consultant.  Consultant acknowledges and agrees that he shall not be entitled to any hourly compensation for matters relating to (a) hereabove: developing or pursuing strategic alternatives, including any strategic transaction designed to result in or resulting in a Change of Control (as defined herein), and shall be entitled only to the compensation, if any, set forth in Section 4 hereof with respect to a Change of Control.  Consultant’s stock options (see Exhibit A) shall continue to vest and remain outstanding while Consultant remains in a consulting relationship with the Company.  While performing consulting services hereunder, the Company shall provide Consultant with the same or equivalent office space, furniture, telephones and Blackberry equipment and services (provided, however, that Company reimbursement for telephone and Blackberry services used by Consultant shall not exceed $125 for any month), personal computer, and other office support equipment and supplies as previously used by the Consultant as an employee of the Company, and part-time administrative support.  Consultant shall have complete freedom of action as to the details, methods and means of performing consulting services hereunder, subject only to any explicit restrictions in the terms and conditions of this Agreement.  Consultant shall provide all hourly services hereunder as an independent contractor and shall pay all federal, state and local taxes (including SECA and other employment taxes) with respect to any hourly payments received by the Company for performing such services.

4.              Consideration .  As consideration for Consultant (i) entering into and not revoking this Agreement, including the release of claims in Sections 5, 6 and 7 hereof, and (ii) not breaching the provisions of Section 8 hereof, and (iii) performing the consulting services as specified in Section 3 hereof, the Company agrees to provide Consultant with the following benefits:

(a)            Severance Payments and Benefits .  Following the Employment Termination Date the Company shall pay Consultant an aggregate amount equal to $229,500, less applicable taxes, ratably over the remaining payroll periods in 2005.  Additionally, subject to Consultant timely electing continuation coverage under COBRA, the Company shall provide full payment to subsidize Consultant and his eligible dependent’s COBRA premiums (including group dental coverage, if COBRA for such is elected by Consultant) so that Consultant pays only the same premium as an active employee of the Company for a period equal to the lesser of (i) one year following the Employment Termination Date, or (ii) the date upon which Consultant becomes covered under the group health plans of another employer.

(b)            Change of Control Payment .  In the event of a Change of Control of the Company, as such term is defined herein (a “Change of Control”) occurring within the one year anniversary of the Employment Termination Date, then, subject to Consultant entering into and not revoking a release of claims in form similar to that of Section 5 hereof (a “Release”), Consultant shall receive an additional lump-sum payment with a maximum amount equal to six hundred and nineteen thousand dollars ($619,000) (the “Change of Control Payment”), less applicable withholding.  The maximum Change of Control Payment shall be reduced by 1/12 ^th of the maximum Change of Control Payment (i.e., fifty-one thousand five hundred and eighty-three dollars and thirty-three cents

2

($51,583.33)) for each full month following the Employment Termination Date in which a Change of Control does not occur.

Example 1 :  In the event of a Change of Control occurring on November 10, 2005, Consultant would be due a lump-sum payment of five hundred sixty-seven thousand four hundred sixteen dollars and sixty-seven cents ($567,416.67), less applicable withholding, because only one full month would have elapsed since the Employment Termination Date.

Example 2 :  In the event of a Change of Control occurring on July 1, 2006, Consultant would be due a lump-sum payment of one hundred fifty-four thousand seven hundred and fifty dollars ($154,750), less applicable withholding, because nine full months would have elapsed since the Employment Termination Date.

For the purposes of this Agreement, a “Change of Control” means the occurrence of any of the following events:

(i)             Any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii)            A change in the composition of the Board occurring within a twelve-month period, as a result of which fewer than a majority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directors who either (A) are directors of the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but shall not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors to the Company); or

(iii)           The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or such surviving entity’s parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or such surviving entity’s parent outstanding immediately after such merger or consolidation.

(c)            C Squared Transaction Payment .  In the event that, within nine months following the Employment Termination Date, the entity known to the parties as “C Squared” merges with or into the Company in a transaction constituting a Change of Control, then Consultant shall receive an additional maximum payment of three hundred thousand dollars ($300,000) (the “Success Fee”), less applicable withholding; provided, however, that Consultant’s cumulative payments

3

pursuant to the Change of Control Payment and the Success Fee shall in no event exceed a gross amount of $619,000.

Example :  In the event C Squared merges into the Company resulting in a Change of Control occurring on November 10, 2005, Consultant would be due a Change of Control Payment of five hundred sixty-seven thousand four hundred sixteen dollars and sixty-seven cents ($567,416.67) and a Success Fee of fifty-one thousand five hundred eighty-three dollars and thirty-three cents ($51,583.33), less applicable withholding.

5.              Release of Claims .  Consultant agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Consultant by the Company and its officers, managers, supervisors, agents and employees.  Consultant, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and its officers, directors, employees, agents, investors, shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor corporations, and assigns, from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Consultant may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation:

(a)            any and all claims relating to or arising from Consultant’s employment relationship with the Company and the termination of that relationship;

(b)            any and all claims relating to, or arising from, Consultant’s right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;

(c)            any and all claims under the law of any jurisdiction including, but not limited to, wrongful discharge of employment; constructive discharge from employment; termination in violation of public policy; discrimination; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; promissory estoppel; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander;