(a)		12 months from the date of the occurrence of a Change in Control;
	(b)		if an event triggering the Companys severance payment obligations to the Executive under Section 3.2.4 has occurred, until the benefits payable to the Executive hereunder have been paid in full; or
	(c)		the date the Executive enters into a new employment agreement with the Company or its successor. This Agreement neither imposes nor confers any further rights or obligations on the Company or the Executive on the day after the end of the term of this Agreement. Expiration of the term of this Agreement of itself and without subsequent action by the Company or the Executive will not end the employment relationship between the Company and the Executive.

     1.3 Position and Duties. The Executive agrees to serve the Company and to perform the duties of this position and such other duties not inconsistent with this position as the Chief Executive Officer of the Company will assign to the Executive from time to time. During the Term, the Executive agrees to serve Company faithfully and to the best of the Executives ability and to devote the Executives full business time, attention and efforts to the business and affairs of Company. Executive will perform all of the Executives responsibilities in compliance with all applicable laws and with all of the applicable policies generally in effect for employees of the Company, including without limitation, the Companys Code of Conduct and related policies, as the same may be amended from time to time.

ARTICLE 2: COMPENSATION, BENEFITS AND EXPENSES

     2.1 Base Salary. As the initial base compensation for all services the Executive renders under this Agreement, the Executive will receive an annualized base salary (Annual Base Salary) of $160,000. The Annual Base Salary will be paid in accordance with the Companys normal payroll procedures and policies, as these procedures and policies may be modified from time to time. The Annual Base Salary will be reviewed and increased in the sole discretion of the Company according to a schedule and in a manner consistent with the Companys practices for salary adjustment, which practices may be revised from time to time.

     2.2 Incentive Compensation. The Executive will be eligible to participate in any incentive compensation plans established by the Company to the extent the Company in its sole discretion may determine from time to time. The Company does not guarantee the adoption or continuance of any particular incentive plan during the Term, and nothing in this Agreement is intended to, or will in any way restrict the right of the Company, to amend, modify or terminate any of its incentive plans during the Term.

     2.3 Benefit Plans. During the Term, the Executive will be entitled to paid time off consistent with the Companys policies and to participate in the employee benefits offered generally by the Company to its salaried employees, to the extent that the Executives position, tenure, salary, health, and other qualifications make the Executive eligible to participate. The Executives participation in these benefits will be subject to the terms of the applicable plans, as the same may be amended from time to time. The Company does not guarantee the adoption or

continuance of any particular employee benefit or benefit plan during the Term, and subject to the rights of the Executive in accordance with Section 3.2.4, nothing in this Agreement is intended to, or will in any way restrict the right of the Company, to amend, modify or terminate any of its benefits or benefit plans during the Term.

     2.4 Expenses. During the Term, the Executive will be entitled to reimbursement for all reasonable business expenses the Executive incurs in carrying out the duties under this Agreement in accordance with the policies and practices of the Company for submission of expense reports, receipts, or similar documentation of these expenses as in effect from time to time by the Company.

ARTICLE 3: TERMINATION OF EMPLOYMENT

     3.1 Termination. The Executives employment under this Agreement may be terminated during the Term as described in this Article 3.

          3.1.1 Death or Disability. The Executives employment will terminate automatically upon the Executives death. The Executives employment will terminate due to the Executives Disability (as defined in Appendix A) immediately after 30 days written notice to the Executive if the Executive has not returned to the full-time performance of the Executives duties during this period.

          3.1.2 Termination by Company Prior to a Change in Control. Prior to a Change in Control (as defined in Appendix A), the Company may terminate this Agreement and the Executives employment hereunder at any time and for any reason after providing written notice to the Executive. If, however, the Company terminates the Executives employment prior to a Change in Control for any reason other than Cause (as defined in Appendix A), the Company must pay the Executive in accordance with Section 3.2.2.

          3.1.3 Resignation by the Executive. The Executive may, whether prior to or after a Change in Control, resign employment with the Company effective upon 30 days advance written notice to the Chief Executive Officer of the Company. In that event, the Chief Executive Officer may terminate the Executives employment effective immediately upon delivery of written notice to the Executive, at any time during the 30-day notice period, and the Company will continue to pay the Executives Base Salary and the Companys portion of the Executives health insurance premiums for the duration of the 30-day notice period. Thereafter, except as provided in Section 3.2.4, the Company will pay the Executive in accordance with Section 3.2.3.