SPLIT-DOLLAR AGREEMENT

Exhibit 10.37

SPLIT-DOLLAR AGREEMENT

            WITNESSETH THAT:

            WHEREAS, the Employee is employed by the Company;

            WHEREAS, the Employee wishes to provide life insurance protection for his family in the event of his death, under life insurance policy number 90848003, insuring the life of the Employee, with a face amount of $5,162,949, as of January 31, 2008 (the "Policy"), which is described in Exhibit A attached hereto and by this reference made a part hereof, and which was issued by John Hancock Variable Life Insurance Company (the "Insurer");

            WHEREAS, the Company is willing to pay the premiums due on the Policy as an additional employment benefit for the Employee, on the terms and conditions hereinafter set forth;

            WHEREAS, the Company is the owner of the Policy and, as such, possesses all incidents of ownership in and to the Policy, except as otherwise provided herein; and

            WHEREAS, the Company wishes to retain such ownership rights, in order to secure the repayment of the amount due it hereunder;

            NOW, THEREFORE, in consideration of the premises and of the mutual promises contained herein, the parties hereto agree as follows:

1.            Purchase of Policy . The Company has purchased the Policy from the Insurer in the total face amount of $5,162,949 (as of January 31, 2008) and Increasing Death Benefit Option (as such term is defined in the Policy). The parties hereto have taken all necessary action to cause the Insurer to issue the Policy, and shall take any further action which may be necessary to cause the Policy to conform to the provisions of this Agreement. The parties hereto agree that the Policy shall be subject to the terms and conditions of this Agreement and of the endorsement to the Policy or beneficiary designation filed with the Insurer in accordance herewith.

2.            Ownership of Policy . The Company shall be the sole and absolute owner of the Policy, and may exercise all ownership rights granted to the owner thereof by the terms of the Policy, except as may otherwise be provided herein.

3.            Designation of Policy Beneficiary/Endorsement . The Company has executed a beneficiary designation for and/or an endorsement to the Policy, using the form required by the Insurer, naming itself as the beneficiary of the Policy death proceeds in an amount equal to the greater of the total amount of the premiums paid by it hereunder or the cash value of the Policy (excluding surrender charges or other similar charges or reductions), and naming the beneficiary or beneficiaries selected by the Employee as the beneficiary or beneficiaries of any balance of the death proceeds provided under the Policy.

4.            Election of Settlement Option . The Employee may select the beneficiary or beneficiaries to receive the portion of policy proceeds to which the Employee is entitled hereunder, as well as the settlement option for payment of the death benefit provided under the Policy in excess of the amount due the Company hereunder, by specifying the same in a written notice to the Company. Upon receipt of such notice, the Company shall promptly execute and deliver to the Insurer the endorsement or beneficiary designation for such Policy under the form used by the Insurer thereunder, to elect the requested settlement option and to designate the

5.            Payment of Premiums . On or before the due date of each Policy premium, or within the grace period provided therein, the Company shall pay the full amount of the annual premium on the Policy to the Insurer, and shall, upon request, promptly furnish the Employee evidence of timely payment of such premium. Subject to the acceptance of such amount by the Insurer, the Company may, in its discretion, at anytime and from time to time, make additional premium payments on the Policy. The Company shall annually furnish the Employee a statement of the amount of income reportable by the Employee for any Federal, state or local taxes, as applicable, as a result of the insurance protection provided the Policy beneficiary or beneficiaries hereunder.

6.            Additional Payment to Employee . Upon the Employee reaching 65 years of age and while this Agreement is still in existence, the Company shall pay to the Employee, on or before March 15th of each year, as additional compensation, an amount equal to the estimated Federal, state and local taxes, as applicable, on the amount of income reportable by the Employee as a result of the insurance protection provided the Policy beneficiary or beneficiaries hereunder for the immediately preceding calendar year assuming the highest Federal, state and local tax, income tax bracket for a married individual or single individual as the case may be.

7.            Limitations on Company's Rights in Policy .

a.           Notwithstanding any other provision hereof or of the Policy, the Company shall not change the beneficiary designation of the Policy, the Death Benefit Option provision, or decrease the Face Amount of Insurance Death Benefit, without, in any such case, the express written consent of the Trust.

b.           In addition, in the event Employee completes seven (7) years of continuous employment with the Company as Chief Financial Officer commencing on January 1, 2006, the Company shall not thereafter sell, assign, transfer, surrender or cancel the Policy.

8.            Policy Loans .

a.           The Company may pledge or assign the Policy, subject to the terms and conditions of this Agreement, for the sole purpose of securing a loan from the Insurer or from a third party. The amount of such loan, including accumulated interest thereon, shall not exceed the lesser of (i) the cumulative amount of premiums on the Policy paid by the Company hereunder, less any portion thereof previously recovered by the Company through a loan from or against or a withdrawal from the Policy permitted hereunder; or (ii) the cash surrender value of the Policy (as defined therein) as of the date to which premiums have been paid. Interest charges on such loan shall be paid by the Company. If the Company so encumbers the Policy, other than by a policy loan from the Insurer, then, upon the death of the Employee or upon the election of the Employee hereunder to purchase the Policy from the Company, the Company shall promptly repay such loan from the death proceeds of the Policy or the amount received from the Employee for the purchase of the Policy, as the case may be, and thereafter shall promptly take all action necessary to secure the release or discharge of such encumbrance.

b.           The Company may make withdrawals from the Policy, subject to the terms and conditions hereof. The amount of any such withdrawal shall not exceed the lesser of: (i) the

9.            Collection of Death Proceeds .

a.            Upon the death of the Employee, the Company shall cooperate with the beneficiary or beneficiaries designated by the Company at the direction of the Employee to take whatever action is necessary to collect the death benefit provided under the Policy; when such benefit has been collected and paid as provided herein, this Agreement shall thereupon terminate.

b.           Upon the death of the Employee, the Company shall have the unqualified right to receive a portion of such death benefit equal to the greater of: (1) the total amount of the premiums paid by it hereunder reduced by any indebtedness against the Policy incurred by the Company hereunder existing at the death of the Employee, including any interest due on such indebtedness, or any withdrawals made by the Company from the Policy; (2) or the cash value of the Policy, net of any loans from the Insurer or withdrawals permitted hereunder (excluding surrender charges or other similar charges or reductions) immediately before the death of the Employee. The balance of the death benefit provided under the Policy, if any, shall be paid directly to the beneficiary or beneficiaries designated by the Company at the direction of the Employee, in the manner and in the amount or amounts provided in the endorsement or beneficiary designation provision of the Policy. In no event shall the amount payable to the Company hereunder exceed the death proceeds payable under the Policy at the death of the Employee. No amount shall be paid from such death benefit to the beneficiary or beneficiaries designated by the Company at the direction of the Employee, until the full amount due the

c.           Notwithstanding any provision hereof to the contrary, in the event that, for any reason whatsoever, no death benefit is payable under the Policy upon the death of the Employee and in lieu thereof the Insurer refunds all or any part of the premiums paid for the Policy, the Company and the Employee's beneficiary or beneficiaries shall have the unqualified right to share such premiums based on their respective cumulative contributions thereto.

10.            Termination of the Agreement During the Employee's Lifetime .

a.           This Agreement shall terminate, during the Employee's lifetime, without notice, upon (a) bankruptcy, receivership or dissolution of the Company, or (b) upon termination of Employee's employment with the Company prior to completion of seven (7) years of continuous employment as Chief Financial Officer commencing January 1, 2006.

b.           In addition, either party may terminate this Agreement while no premium under the Policy is overdue, by written notice to the other party; provided that the Company shall have no power to terminate this Agreement upon completion by Employee of seven (7) years of continuous employment with Company as Chief