1.3. Term. The initial term described in 1.1 plus any extension of such initial term under 1.2 shall be referred to in this Employment Agreement as the Term.

2. TITLE, DUTIES AND RESPONSIBILITIES AND POWERS AND WORK SITE

     2.1. Title. Executives title initially shall be Senior Vice President, Chief Financial Officer.

     2.2. Duties and Responsibilities and Powers. Executives duties and responsibilities and powers shall be those commensurate with Executives position that are set from time to time by ICEs Chief Executive Officer or his or her delegate. Executive shall undertake to perform all Executives duties and responsibilities and exercise all Executives powers in good faith and on a full-time basis during ICEs normal work week for senior executives and shall at all times act in the course of Executives employment under this Employment Agreement in the best interest of ICE.

     2.3. Primary Work Site. Executives primary work site for the Term shall be at ICEs office in Atlanta, Georgia. However, Executive shall undertake such travel away from Executives primary work site and shall work from such temporary work sites as necessary or appropriate to fulfill Executives duties and responsibilities and exercise Executives powers under the terms of this Employment Agreement.

     2.4. Outside Activities. Executive shall have the right to continue to serve on the board of directors of those business, civic and charitable organizations on which Executive is serving on May 14, 2007 as long as doing so has no significant and adverse affect on the performance of Executives duties and responsibilities or the exercise of Executives powers under this Employment Agreement. Executive shall not serve on any other boards of directors and shall not provide services (whether as an employee or independent contractor) to any for-profit organization on or after May 14, 2007 absent the written consent of ICEs Chief Executive Officer or his or her delegate.

3. COMPENSATION AND BENEFITS

     3.1. Base Salary. Executives initial base salary shall be $390,000 per year, which base salary shall be payable in accordance with ICEs standard payroll practices and policies for senior executives and shall be subject to such withholdings as required by law or as otherwise permissible under such practices or policies. Executives base salary shall be subject to annual review and periodic increases as determined by the Compensation Committee of ICEs Board of Directors, or at the direction of such committee, ICEs Chief Executive Officer or his or her delegate.

     3.2. Annual Bonus. Executive during the Term shall be eligible to receive an annual bonus each year, and such bonus, if any, shall be determined in accordance with a plan adopted and approved by the Compensation Committee of ICEs Board of Directors, or at the direction of such committee, ICEs Chief Executive Officer or his or her delegate. Each such bonus shall be reasonable in light of the contribution made by Executive for such year in relation to the contributions made and bonuses paid other senior ICE executives for such year.

     3.3. Equity Compensation.

(a) General. Executive shall be eligible for grants of options to purchase common stock of ICE and other forms of ICE equity or equity based grants in accordance with an ICE equity compensation plan. The number of shares subject to or related to each such grant shall be reasonable in light of the contribution made, or expected to be made, by Executive for the period for which such grant is made in relation to the number of shares subject to or related to the grants made to other senior ICE executives based on the contributions made, or expected to made, by such other senior ICE executives for such period.