AMENDED AND RESTATED EXECUTIVE SEVERANCE AGREEMENT AGREEMENT

event shall any compensation be paid hereunder unless a Change of Control has occurred. In order to accomplish these objectives, the Board has caused Mercshares to enter into this Agreement.  The Board of Directors of Merc-Safe has made similar determinations and has caused Merc-Safe to enter into this Agreement; and

WHEREAS, this Amended and Restated Executive Severance Agreement shall supersede the   Executive Severance Agreement dated as of January 6, 2005.

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS :

1.                                       Certain Definitions .

(a)                                   “ Cause ” shall mean (i) an act or acts of personal dishonesty taken by the Executive and intended to result in substantial personal enrichment of the Executive at the expense of the Company, (ii) repeated material violations by the Executive of his duties to the Company (as in effect immediately prior to the Effective Date) which are demonstrably willful and deliberate on the Executive’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, or (iii) the conviction of the Executive of a felony.

(b)                                  “ Change of Control ” shall mean:

(i)                                      The acquisition (other than from Mercshares) by any person, entity or “group”, within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934 as in effect on the date hereof (the “Exchange Act”), (excluding, for this purpose, Mercshares or its subsidiaries, and excluding any acquisition of securities by any employee benefit plan of Mercshares or its subsidiaries which shall have occurred prior to any other event constituting a Change of Control hereunder) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act as in effect on the date hereof) of 20% or more of either the then outstanding shares of common stock of Mercshares or the combined voting power of Mercshares’ then outstanding voting securities entitled to vote generally in the election of directors (such common stock or then outstanding voting securities being referred to herein as “Voting

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Securities”), calculated on the date of the transaction causing the foregoing 20% test to be met, without regard to any limitation upon the voting rights of any acquiring person under Maryland statutes and without regard to the potential exercisability of rights, not exercised on such date, pursuant to any Shareholder Protection Rights Agreement of Mercshares then in effect; or

(ii)                                   Individuals who, as of the date hereof, constitute the Board (as of the date hereof the “Incumbent Board”) cease for any reason to constitute at least 75% of the members of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the shareholders of Mercshares, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the Directors of Mercshares or other actual or threatened solicitation of proxies by or on behalf of persons other than the Board) shall be, for purposes of this Agreement, considered as though such person were a member of the Incumbent Board; or

 (iii)                             Approval by the stockholders of Mercshares of (A) a reorganization, merger, consolidation or statutory share exchange, in each case, with respect to which persons who are the holders of the outstanding Voting Securities of Mercshares immediately prior to such reorganization, merger, consolidation or statutory share exchange do not, immediately thereafter, own more than 75% of the combined voting power entitled to vote generally in the election of directors of the entity resulting from such reorganization, merger, consolidation or statutory share exchange, or (B) a liquidation or dissolution of Mercshares or the sale of all or substantially all of the assets of Mercshares; provided , however , that such approval shall not be deemed to constitute a Change of Control unless and until such reorganization, merger, consolidation, share exchange, liquidation or dissolution is consummated or becomes effective, as applicable.

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(c)                                   “ Change of Control Period ” shall mean the period commencing on the date hereof and ending on the third anniversary of such date; provided , however , that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof hereinafter referred to as the “Renewal Date”), the Change of Control Period shall be extended automatically so as to terminate on the third anniversary of such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice that the Change of Control Period shall not be so extended, but no such notice shall be given by the Company which would cause the Change of Control Period to expire during the term of any employment agreement between the Company and the Executive.

(d)                                  “ Date of Termination ” shall mean for purposes of this Agreement the date of receipt of the Notice of Termination or any later date specified therein, as the case may be; provided , however , that if the Executive’s employment is terminated by the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company notifies the Executive of such termination.

(e)                                   “ Effective Date ” shall mean the first date during the “Change of Control Period” on which a Change of Control occurs provided that the Executive is employed by the Company on such date.  Anything in this Agreement to the contrary notwithstanding, if the Executive’s employment with the Company has terminated for any reason prior to the first date on which a Change of Control occurs, this Agreement shall be null and void as of the date of such termination of employment; provided , however , that if a Change of Control occurs within six months following the date of such termination, and it is reasonably demonstrated that such termination (i) was at the request of the third party who had, at the time of such termination, taken steps reasonably calculated to effect the Change of Control, or (ii)  arose as a result of the Company’s bad faith effort to avoid its obligations hereunder, then for all purposes of this

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Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

(f)                                     “ Good Reason ” shall mean any of the following actions which is effected by the Company without the consent of the Executive:

(i)                                      The assignment to the Executive of any duties inconsistent in any respect with the Executive’s position immediately prior to the Effective Date (including status, offices, titles and reporting requirements, authority, duties or responsibilities) or any other action by the Company that results in a diminution in such position or in the nature and quality of Executive’s office facilities, secretarial and support assistance, excluding for this purpose an isolated, insubstantial and inadvertent action that is not taken in bad faith and that is remedied by the Company promptly after receipt of notice thereof given by the Executive;

(ii)                                   Any reduction in Executive’s compensation or benefits from the levels of compensation and benefits in effect immediately prior to the Effective Date (whether or not such reduction would be permitted under any employment agreement), including but not limited to salary, bonuses (under an annual incentive compensation plan or otherwise), expense allowance, vacation time or other vacation benefits, excusal from performance of duties under Company policies or agreements (by reason of illness, disability or other factors), continuance of all Executive benefits and benefit plans and preservation of Executive’s levels of participation and benefits thereunder (including any agreement between the Company and Executive, incentive compensation plan, deferred compensation arrangement, pension or other retirement or profit-sharing plan, thrift and medical reimbursement plan, health insurance or other health or disability plan, life insurance plan, omnibus stock plan, stock option plan, stock purchase plan, stock appreciation right plan, or any other Executive benefit plan or provision for fringe benefits in effect immediately prior to the Effective Date), other than an isolated, insubstantial or inadvertent failure to provide compensation or benefits that is

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remedied by the Company promptly after receipt of notice thereof given by the Executive;

(iii)                                The Company’s requiring the Executive to be based at any office or location other than the Company’s principal offices within the City of Baltimore, except for travel reasonably required in the performance of the Executive’s responsibilities;

(iv)                               Any purported termination by the Company of the Executive’s employment otherwise than as expressly contemplated hereunder in the case of Cause, or death pursuant to Section 2(a) of this Agreement, or Disability pursuant to Section 2(b) of this Agreement; or

(v)                                  Any failure by the Company to comply with and satisfy Section 6(c) of this Agreement.

For purposes of this Agreement, any good faith determination of “Good Reason” made by the Executive shall be conclusive.

(g)                                  “ Notice of Termination ” shall mean a written notice (from the Executive to the Company, or from the Company to the Executive, as the case may be) that (i) indicates the specific basis for termination of employment, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide the basis for termination of the Executive’s employment, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than 15 days after the giving of such notice).  The failure by the Executive to set forth in a Notice of Termination any fact or circumstance that contributes to a showing of Good Reason shall not waive any right of the Executive hereunder or preclude the Executive from asserting such fact or circumstance in enforcing his rights hereunder.

2.                                       Obligations of the Company upon Termination .

(a)                                   Death .  If the Executive’s employment is terminated by reason of the Executive’s death prior to the delivery (i) by the Executive to the Company

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of a Notice of Termination for Good Reason or (ii) by the Company to the E