Re: Resignation as Chief Executive Officer and Director

Re:

Resignation as Chief Executive Officer and Director

1.

Concluding Employment .

a.

You acknowledge that you hereby resign from employment with the Company effective September 7, 2009 (the “Date of Resignation”). The Company hereby accepts your resignation from employment.

b.

Your resignation will be treated as a termination of your employment by you for any reason pursuant to Paragraph 5(c)(i) of the Employment Agreement.

c.

After the Date of Resignation, and for a period of sixty (60) days, you agree to serve as a consultant to the Company as reasonably requested by the Company. However, following the Date of Resignation, you shall not represent yourself as being an employee, officer, or agent of the Company, and any delegation of authority to you will be revoked. You may not and shall not represent or take any action on behalf of the Company without written authorization from the Company.

d.

The Date of Resignation shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the Company except as otherwise provided herein.

2.

Compensation . Regardless of whether you sign this Agreement, your total and final compensation, payments and benefits from the Company shall be as follows (subject to applicable deductions and withholdings):

a.

You will receive your Annual Base Salary, payable in accordance with the Company’s payroll practices, and continue to participate in all Company benefit plans in which you currently participate, through the Date of Resignation. Thereafter, you may be eligible to elect COBRA continuation coverage. This continued COBRA coverage shall be available at your own expense. You will receive a COBRA election packet that sets forth the details of the continuation coverage available under COBRA, including an explanation about whether you (and your dependents) are eligible for an additional subsidy to your COBRA premiums under the “American Recovery & Reinvestment Act of 2009” that was signed into law on February 17, 2009.

b.

You will receive a lump sum payment for any accrued but unused vacation days as of your Date of Resignation, within thirty (30) days of your Date of Resignation.

c.

You will receive a lump sum payment for any other benefits or compensation that have been accrued or earned, but not paid, as of your Date of Resignation, within thirty (30) days of your Date of Resignation.

3.

Consideration . Provided that you execute and do not revoke this Agreement, the Company will provide you with the following payments and benefits:

a.

For a period of two (2) years following the Date of Resignation, the Company will continue to pay you your Annual Base Salary in accordance with its regular payroll practices for similarly situated executives and continue to pay for your existing health insurance benefits;

b.

The Company will pay you a bonus award in the amount of $150,000 for the 2009 calendar year in lieu of the pro rated bonus award provided for under Paragraph 5(c)(ii) of the Employment Agreement. Such payment will be made within 30 days of the Effective Date of this Agreement (as provided for in Paragraph 14(g)).

c.

Any unvested portions of your Stock Option and Restricted Shares as of the Date of Resignation shall vest pro rata based upon your services to the Company as Chief Executive Officer during the 2009 calendar year. Any remaining unvested portions of your Restricted Shares and Stock Option that do not vest upon such pro rata basis will be immediately and permanently forfeited to the Company by you for no consideration. Subject to the terms of the Company’s 2007 Incentive

Compensation Plan and the Stock Option Award, the vested portion of your Stock Option (including any portion that vested on a pro rata basis as described above) will remain exercisable for a period of ninety (90) days following the Date of Resignation and there are no limitations on your exercise of the vested portion of your Stock Option, the sale of the common stock underlying your Stock Option or the sale of your vested Restricted Shares other than those related to insider information. During this ninety (90) day period you agree to notify Sean McDevitt, Chairman of the Company, prior to engaging in any transaction in the Company’s securities so as to consult about the potential applicability of insider trading restrictions. The window for such sales is scheduled to open on or about August 7, 2009. We will promptly notify you of any change in such date.

4.

No Other Entitlements . You understand and agree that the compensation, payments and benefits provided for in Paragraph 3 of this Agreement are in excess of those to which you may be entitled from the Company Entities (as that term is defined below). Once the Company has made to you the payments provided for in Paragraph 2 of this Agreement, you acknowledge and agree that you will have received all entitlements due from the Company relating to your employment with the Company, including but not limited to, all wages earned, sick pay, vacation pay, bonus awards, and any paid and unpaid personal leave for which you were eligible and entitled, and that no other entitlements are due to you other than as set forth in this Agreement.

5.

Release .

a.

In consideration for the payments and benefits provided in Paragraph 3 of this Agreement, you, for yourself and for your heirs, executors, administrators, trustees, legal representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and its past and/or present parent entities, and its or their subsidiaries, divisions, affiliates and related business entities, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past and/or present directors, officers, fiduciaries, agents, trustees, administrators, employees and assigns, whether acting as agents for the Company or in their individual capacities (collectively the “Company Entities”) from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which you ever had, now have, or may have against any of the Company Entities by reason of any act, omission, transaction, practice, plan, policy, procedure, conduct, occurrence, or other matter up to and including the date on which you sign this Agreement.

b.

Without limiting the generality of the foregoing, this Agreement is intended to and shall release the Company Entities from any and all claims, whether known or unknown, which Releasors ever had, now have, or may have against the Company Entities arising out of your employment and/or your separation from that employment, including, but not limited to (i) any claims under the Age Discrimination in Employment Act (29 U.S.C. Section 621, et seq.) (“ADEA”), Older Workers’ Benefits Protection Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Americans with

Disabilities Act, the Employee Retirement Income Security Act of 1974 (excluding claims for accrued, vested benefits under any employee benefit or pension plan of the Company Entities subject to the terms and conditions of such plan and applicable law), the Worker Adjustment and Retraining Notification Act, the Family and Medical Leave Act, and the Sarbanes-Oxley Act of 2002, each as amended; (ii) any claims under the Michigan Civil Rights Act, Mich. Comp. Laws §§ 37.2101 to 37.2804, Michigan Equal Pay Law, Mich. Comp. Laws §408.397, or Michigan Persons with Disabilities Civil Rights Act, Mich. Comp. Laws §§ 37.1101 et seq.; and (iii) any other claim (whether based on federal, state, or local statutes, orders, laws, ordinances, regulations or the like or common law) relating to or arising out of your employment, the terms and conditions of such employment, or the termination of such employment, including but not limited to claims for tortious conduct of any kind, breach of contract (express or implied), fraud, misrepresentation, wrongful discharge, detrimental reliance, defamation, emotional distress or compensatory or punitive damages; and (iv) any claim for monetary or other person