(the Annual Bonus); provided that, the Annual Bonus (i) for the fiscal year ended June 30, 2007 shall be no less than $100,000 and (ii) for the fiscal year ended June 30, 2008 shall be no less than $50,000. In each year, the amount of the Annual Bonus shall be determined based upon the Boards evaluation of Executives personal performance and the Companys achievement of targets established by the Board. Such targets shall be set annually by the Board taking into account the prior years results of operations and the Companys budget for the year with respect to which the targets are being established. Each such bonus shall be paid to Executive in the calendar year in which the fiscal year to which such bonus relates ends, reasonably promptly following the determination of the amount of such bonus.

     (c) During the Employment Period, Executive shall be entitled to such health and welfare benefits (including participation in any 401(k) plan and profit sharing plan, and consideration (on an annual basis, as determined by the Board) for participation in any stock option plan) as are made available to the Companys senior management. Executive shall be entitled to vacation in accordance with the Companys vacation policies applicable to senior management.

     (d) During the Employment Period, the Company shall pay or reimburse Executive for all reasonable expenses incurred by him in the course of performing his duties and responsibilities under this Agreement which are consistent with the Companys policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Companys normal requirements with respect to reporting and documentation of such expenses.

     (e) The Company shall reimburse Executive for customary, documented out-of-pocket relocation expenses associated with Executives familys transition to the Nashville, Tennessee area. Such expenses will include moving expenses, meals, closing costs, real estate commissions, attorneys fees and other similar expenses incurred with the sale of Executives current residence. In aggregate such reimbursement shall not exceed $125,000. In addition to the above, the Company will reimburse Executive and his wife for the reasonable, documented expenses for (i) up to five house-hunting trips conducted prior to the date hereof and (ii) certain out-of-pocket expenses incurred in connection with the purchase of Executives residence in the Nashville metropolitan area (e.g., loan appraisal fees, credit report fees, tax service fees, loan processing fees, underwriting fees, closing fees, etc.), which such reimbursement shall not exceed $7,500 in the aggregate. The Company will reimburse and gross up Executive for any income taxes associated with the relocation expenses which are reimbursed by the Company pursuant to this Section 3(e). Any such reimbursement and gross up payments shall be in an amount equal to the quotient of (i) the pre-tax amount of any taxable payments made by the Company to Executive pursuant to this Section 3(e), divided by (ii) 0.6355.

     (f) All amounts payable to Executive hereunder shall be subject to all withholding of the Company by law.

     (g) The Company will indemnify and hold harmless Executive against all expenses, liabilities and losses arising in connection with any action, suit or proceeding that he is made a party to, or threatened to be made a party to, by reason of his employment with the Company or the fact that he, or a person of whom he is or was the legal representative, is or was a director or officer of the Company or is or was serving at the request of the Company as a

director, officer, employee, fiduciary, or agent of another corporation or of a partnership, joint venture, trust or other enterprise, in each case to the fullest extent provided for under the Companys articles of incorporation and bylaws, each as in effect on the date of this Agreement.

     (h) On the date hereof, Executive will purchase from the Company 50,000 shares of the Companys common stock. To assist Executive with the cost of such purchase, Executive shall be entitled to a special one-time, non-recurring payment, payable upon execution of this Agreement, in the amount of $185,838.

     4. Term; Severance.

     (a) The Employment Period will continue until Executives resignation, death or Disability or the Boards termination of the Employment Period at any time with or without Cause, in each case a Separation hereunder. Except as otherwise provided herein, any termination of the Employment Period by the Board shall be effective as specified in a written notice from the Board to Executive, but not sooner than the date on which the notice is delivered.