AMENDED AND RESTATED SEPARATION AGREEMENT

1.

Transition Period .

A.

Position and Duties . The Company and the Executive agree that, during the Transition Period, the Executive shall continue to be employed by, and serve as the Chief Executive Officer of the Company, and shall report directly to the Board. In such position, the Executive shall have the authorities customary for a chief executive officer of a company of similar size and nature as the Company, plus such additional duties, consistent with the foregoing, as the Board may reasonably assign, including the duty to cooperate with the Board and senior management in connection with their search for the Executive’s successor and to facilitate a smooth transition of leadership. During the Transition Period, the Executive shall also continue to serve as a member of the Board, including his membership on the Board committees of which he is a member on the date hereof.

B.

Exclusivity . During the Transition Period, the Executive shall devote such portion of his business time and efforts as may be necessary to the performance of

his duties as described above, shall faithfully serve the Company, and shall in all material respects conform to and comply with the lawful and reasonable directions and instructions given to him by the Board.

C.

Compensation and Benefits . The Executive shall receive, as compensation for his services during the Transition Period, the following compensation and benefits:

(i)

Salary . A base salary at an annualized rate of $630,000, to be paid in accordance with regular payroll practices of the Company.

(ii)

Bonus . The Executive shall be eligible to receive an annual bonus up to a maximum of $630,000 for the full calendar year ending December 31, 2008, in accordance with the Company’s existing Management Incentive Plan (the “ MIP ”), payable at the same time as bonuses are paid to other senior executives participating in such plan and based on the existing performance criteria established for the plan and the Executive for 2008; provided , that, amounts determined to be payable to the Executive in accordance with the MIP shall be made to the Executive whether or not he is an executive and an employee on the date such payment is made. Following the 2008 year, the Executive will only be entitled to bonus compensation as the Board in its sole discretion, may award.

(iii)

MIP Opportunity . The Executive shall be eligible to receive the 30% of his 2008 MIP bonus that was not earned as a result of the Company’s failure to reach the required EBITDA level under the MIP for payout on achievement of his personal goals for 2008, up to the same percentage of target as was earned under the 70% portion of his 2008 MIP and under the MIP as applicable to all other executives, as part of the bonus compensation described in Section 1(C)(ii) above. This bonus, equal to the final 2008 MIP achievement percentage (35.1%) of 30% of the Executive’s target bonus amount for 2008, will be awarded at the discretion of the Board based on the Executive’s performance during, and will be paid at the end of, the Transition Period. This will be in addition to any other bonus compensation that may be awarded in connection with the Transition Period pursuant to Section 1(C)(ii).

(iv)

Benefits . The Executive, and his eligible dependents, shall continue to participate in the Company’s health and welfare benefits plans as an active employee during the Transition Period.

(v)

Reimbursement of Expenses . During the Transition Period, the Executive shall be entitled to reimbursement of reasonable business expenses incurred during the Transition Period upon presentation of such expenses to the Company and otherwise in accordance with the Company’s reimbursement policy.

D.

Vesting of Options . As of the date hereof, 40% of the option granted to the Executive pursuant to stock option agreement attached hereto as Exhibit A (the “ Time Vested Option ”) shall be or become vested (506,384.8 shares). As of the date hereof, 20% of the options granted to the Executive pursuant to stock option agreements attached hereto as Exhibit B and Exhibit C (the “ Performance Vested Options ”) shall be vested (142,420.7 shares with respect to Exhibit B, and 142,420.7 shares with respect to Exhibit C). The remaining 60% of the Time Vested Option and 80% of the Performance Vested Options shall terminate on the date hereof. The portions of the options that are vested as of the date hereof (the “ Vested Options ”) shall, remain outstanding and exercisable until December 31, 2011 and shall otherwise continue to be governed by the Option Agreements; provided , that, the extension of the exercise period until December 31, 2011 shall be conditioned on (i) the Board’s satisfaction, in its sole discretion, with the Executive’s performance of his duties during the Transition Period and (ii) the Executive remaining employed by the Company until the end of the Transition Period. In the event that the Board, in its sole discretion, is not satisfied with the Executive’s performance during the Transition Period or the Executive does not remain employed by the Company until the end of the Transition Period, the Vested Options shall remain exercisable for ninety (90) days following the Separation Date. The Executive acknowledges and agrees that the Time Vested Option and the Performance Vested Options are the only stock options that have been granted to the Executive.

E.

Notice . The Executive shall be given at least five (5) business days’ notice of the end of the Transition Period.

2.

Separation Date . The Executive and the Company agree that the Executive’s employment as Chief Executive Officer of the Company shall terminate effective as of the earlier of (i) the close of business on the last day of the Transition Period and (ii) such earlier date on which the Executive voluntarily leaves the Company (the “ Separation Date ”). The Executive also agrees that, effective as of the Separation Date, the Executive shall resign from all positions he holds as an officer, director, employee and member of the boards of directors (and any committee thereof) of the Company and its affiliates, and shall be required to execute such writings as are required to effectuate the foregoing. The Executive understands and agrees that, from and after the Separation Date, he will no longer be authorized to act on behalf of the Company or any of its subsidiaries or to incur any expenses, obligations or liabilities on behalf of the Company or any subsidiary.

3.

Separation Benefits . In consideration of the obligations herein, the Company agrees to provide the Executive with the following severance payments and benefits:

A.

Severance Payment . The Company agrees to pay the Executive an amount equal to $321,068. This amount shall be paid pursuant to, and in full satisfaction of the Company’s obligations, under Sections 3.2(a) and 3.3 of the Employment Agreement, and shall be paid in twenty-four (24) equal monthly installments following the Separation Date, payable on the first day of the calendar month commencing with the calendar month next following the Separation Date.

B.

Health and Welfare Benefits . The Company agrees to provide the Executive and his eligible dependents with the health and welfare benefits available to the Executive and his eligible dependents immediately prior to the Separation Date, on the same basis as active employees of the Company, until the earlier of (i) the first (1 ^st ) anniversary of the Separation Date and (ii) the Executive obtaining full-time employment, with COBRA benefits commencing after such period.

4.

Retention Program . The Company and the Executive agree that the Executive is not entitled to any f