Preview | Employment Agreement |

A. The Company desires to employ the Executive as its Chief Operating Officer with the responsibilities and authority as set forth in this Agreement or as determined by the Companys President & CEO pursuant to this Agreement, and the Executive desires to be employed by the Company as its Chief Operating Officer, on the terms set forth in this Agreement.

1. Employment and Duties. During the term of this Agreement, the Executive shall serve as the Chief Operating Officer, reporting to the Companys President & CEO. Subject to the control and direction of the Companys President & CEO, the Executive shall exercise general supervision and direction of the development of the Company operations, as more fully set forth on Exhibit A attached hereto. The parties agree that the Executives service as Chief Operating Officer of the Company is a full-time position, and the Executive agrees to devote substantially all of his business time and his best efforts to the performance of his responsibilities under this Agreement; provided, however, that the devotion of time to board or committee service for non-profit corporate, civic and charitable organizations unaffiliated with the Company and the devotion of limited amounts of time to personal or family investments will not be deemed a breach of this Agreement if such activities do not interfere or conflict with the performance of the Executives duties hereunder. The Executive shall duly, punctually, and faithfully perform and observe any and all rules and regulations which the Company may now or shall hereafter reasonably establish governing the conduct of its business or its employees. The Executive agrees to serve without additional compensation if elected or appointed to any position or office, including as a director of the Company or any subsidiary or affiliate of the Company.

(a) Base Salary; Withholding. The Company shall pay the Executive a base salary of $100,000 per year during the Term (as defined in Section 4), payable in arrears in accordance with the Companys standard payroll procedures as in effect from time to time. During the Term additional increases may be made as determined in the discretion of the Companys President & CEO. The Board shall consider the Executives base salary no less frequently than annually and may increase, but not decrease, the base salary. The parties shall comply with all applicable withholding requirements in connection with all compensation payable to the Executive hereunder.

(b) Discretionary Bonus. The Executive shall also be eligible to receive a discretionary bonus for each calendar year during the Term. For each calendar year during the Term, the Executive shall be eligible for such bonus as the Companys Board of Directors, in its absolute discretion, may determine to be proper in light of the Executives performance and the Companys performance during such calendar year and any other facts and circumstances that he may see fit to consider. The Companys Board of Directors may condition a discretionary bonus upon the achievement of specific goals, objectives, and milestones during that calendar year that have been determined and approved by the Companys President & CEO and Board of Directors. Whether any such goal, objective, or milestone has been achieved shall be determined by the Companys Board of Directors acting in its good faith discretion. Unless otherwise provided in Section 5 below, that portion of the annual incentive bonus allocated to the achievement of any specific goal, objective, or milestone shall accrue only upon the actual achievement of that goal, objective, or milestone provided that the Executive remains in the employ of the Company (or an affiliate of the Company) on the date of achievement.