Term:

Your employment under the terms and conditions of this Agreement will commence on the Effective Date and will continue until terminated by one of the parties as provided below under the heading "Termination."

Title:

The Company will elect you Senior Vice President, Secretary & General Counsel of the Company or to such higher position or positions as the Board of Directors of the Company may determine in its absolute discretion.  You will report jointly to the Chief Executive Officer and the Board of Directors of the Company.

Responsibilities:

You will carry out the normal and customary responsibilities of a general counsel of a publicly-traded company.  Such responsibilities include, but are not limited to the following:

·   Performing legal work and giving legal advice to the Company in the areas in which you are competent to do so by reason of your training and/or experience.

·   The preparation of SEC filings.

·   The selection, retention and supervision of outside counsel.

·   The review of outside legal counsel legal fees and bills.

·   Overall supervision and conduct of the Company's legal affairs.

At the request of the Company, you agree to also serve as an officer and/or director of one or more of the subsidiaries of the Company.

You may undertake representation of other clients, provided that doing so does not conflict or interfere with the carrying out of your responsibilities to the Company.

Salary:

The Company will pay you an annualized salary of $27,500 until March 31, 2006 and thereafter $60,000 (" Salary ") in approximately equal installments at the same time as other officers of the Company are paid.  Your Salary will be subject to such increases as the Compensation Committee of the Board of Directo