Preview | Employment Agreement |

1.1 Position. Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive during the term hereof as President and Chief Executive Officer. In such capacity, Executive shall report to the board of directors of the Company (the ?Board?) and shall have the customary powers, responsibilities and authorities of such position and office for corporations of the size and character of the Company, as it exists from time to time and as are assigned by the Board.

1.2 Duties. Subject to the terms and conditions of this Agreement, Executive hereby accepts employment with the Company commencing on a date that is mutually agreeable to the Company and Executive that is no later than March 1, 2006 (the ?Commencement Date?) and agrees to devote his full working time and efforts, to the best of his ability, experience and talent, to the performance of services, duties and responsibilities in connection therewith. Executive shall perform such duties and exercise such powers, commensurate with his position, as the Board shall from time to time delegate to him on such terms and conditions and subject to such restrictions as the Board may reasonably from time to time impose.

1.3 Outside Activities. Nothing in this Agreement shall preclude Executive (i) from engaging in charitable and community affairs, from managing any passive investment made by him in publicly traded equity securities or other property (provided that no such investment may exceed 5% of the equity of any entity) or (ii) subject to Section 13(b) hereof, from serving as a member of boards of directors or as a trustee of any other corporation, association or entity,

so long as in the reasonable determination of the Board none of the activities described in clauses (i) or (ii) interferes with his duties and responsibilities hereunder.

2. Term of Employment. Executive?s term of employment under this Agreement shall commence on the Commencement Date and, subject to the terms hereof, shall terminate on the third anniversary of the Commencement Date; provided, however, that the term of this Agreement and Executive?s employment hereunder shall be automatically renewed and extended for additional one-year periods commencing on the third anniversary of the Commencement Date and on each anniversary date thereafter, unless the Company or Executive provides written notice to the other party, at least 90 days prior to the expiration of the initial term or any renewal term, of the non-renewal of this Agreement.

3. Compensation.

3.1 Salary. The Company shall pay Executive a base salary (?Base Salary?) at the rate of $550,000 per annum commencing as of the Commencement Date. Base Salary shall be adjusted annually at the discretion of the Board but in no event shall Base Salary be reduced nor be less than the median base salary for a comparable position at corporations of similar size and character as the Company, as it exists from time to time, and, as increased, shall constitute ?Base Salary? hereunder. Base Salary shall be payable in accordance with the normal payroll practices of the Company but no less frequently than monthly.

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