1.             Effectiveness; Term of Employment .

a.             Effectiveness .  For purposes of this Agreement, “ Effective Date ” means June 8, 2007.  On the Effective Date, the employment agreement, dated December 31, 2004, between Executive and the Company (the “ 2004 Employment Agreement ”), terminated and ceased to have any further force or effect and was superseded by this Agreement in its entirety.

b.             Subject to the provisions of Section 7 of this Agreement, Executive shall be employed by the Company for the period commencing on the Effective Date and ending on the seventh anniversary of the Effective Date, subject to any applicable extension or early termination of this Agreement by Executive or the Company (“ Employment Term ”), on the terms and subject to the conditions set forth in this Agreement.

2.             Position .

a.             During the Employment Term, Executive shall serve as the Chief Executive Officer (“ CEO ”) of the Company.  In such position, Executive shall have such duties and authority as are customary for a chief executive officer and as shall be determined from time to time by the Board of Directors of the Company (the “ Board ”), and shall report to the Board.

b.             Subject to Executive’s obligations under the LN Employment Agreement during the LN Employment Term (as such term is defined in the LN Employment Agreement), during the Employment Term, Executive will devote substantially all of Executive’s business time and best efforts to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupation, for compensation or otherwise, except as specifically provided in Section 8 hereof, which would conflict or interfere with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided , that nothing herein shall preclude Executive from accepting appointment to, subject to the prior approval of the Board, or continuing to serve on any board of directors or trustees of any business corporation or any charitable organization; provided , in each case, and in the aggregate, that such activities do not conflict or interfere with the performance of Executive’s duties hereunder or conflict with Section 8 of this Agreement.

3.             Base Salary .  During the Employment Term, the Company shall pay Executive a base salary at the annual rate of Two Million Dollars ($2,000,000), payable in regular installments in accordance with the Company’s usual payment practices.  Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to time in the sole discretion of the Board.  Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as the “ Base Salary .”

4.             Annual Bonus .  With respect to each full fiscal year during the Employment Term, the Company shall pay Executive a bonus award at the annual rate of Two Million Dollars ($2,000,000) (the “ Annual Bonus ”), which shall be payable in full within ten (10) business days after the end of each such full fiscal year.  The Company shall pay a pro rated bonus if required pursuant to Section 7(d) hereof.

5.             Employee Benefits .  During the Employment Term, Executive shall be entitled to participate in the Company’s employee benefit plans (other than annual bonus and incentive plans) and receive perquisites as in effect from time to time (collectively “ Employee

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Benefits ”), on the same basis as those benefits are generally made available to other senior executives of the Company, including a vacation policy substantially similar to that provided chief executive officers of similar businesses (as reasonably determined by the Board).

6.             Business Expenses .  During the Employment Term, any and all business expenses incurred by Executive in the performance of Executive’s duties hereunder shall be reimbursed by the Company consistent with Company practices under the 2004 Employment Agreement, so long as such expenses do not constitute compensation to Executive under IRS or other applicable standards or regulations.

7.             Termination .  The Employment Term and Executive’s employment hereunder may be terminated by either party only pursuant to the terms of this Agreement; provided that except as otherwise specified in this Section 7, Executive will be required to give the Company at least 60 days advance written notice of any resignation of Executive’s employment.  Executive’s employment with the Company may be terminated by the Company for Cause (as defined below), by Executive for Good Reason (as defined below) or due to death or Disability (as defined below), in each case in accordance with the terms of this Agreement, whether prior to, on or after the LN Effective Date.  Following the LN Effective Date, Executive’s employment with the Company also may be terminated by the Company without Cause or voluntarily by Executive without Good Reason, in each case in accordance with the terms of this Agreement.  Notwithstanding any other provision of this Agreement, the provisions of this Section 7 exclusively shall govern Executive’s rights upon termination of employment with the Company.

a.             By the Company For Cause; by Executive without Good Reason .

(i)            This clause (i) shall apply solely with respect to the period prior to the LN Effective Date. For purposes of this Agreement, “ Cause ” means (A) the willful and continued failure of Executive to perform substantially his material duties with the Company (other than any such failure resulting from Executive’s incapacity due to physical or mental illness and shall not include a failure to achieve particular results or to perform at any particular level) after a written demand for performance is delivered to Executive by the Board which identifies the manner in which the Board believes that Executive has not performed Executive’s duties and Executive, after a period established by the Board and communicated in writing to Executive (which period may be no less than twenty (20) days), has failed to cure such failure, (B) the willful engaging by Executive in gross misconduct which is demonstrably and materially injurious to the Company or any material breach by Executive of his Non-Solicitation or Non-Competition obligations either under Section 8 of this Agreement or under the 2004 Agreement (the duration of which has been extended as provided in the Stock Purchase Agreement) (if such breach continues beyond a five (5) day cure period), (C) Executive’s conviction of, or pleading guilty to, a felony involving moral turpitude or dishonesty or (D) a material breach by Executive of a fiduciary duty.  A termination of Executive’s employment with the Company by the Company for Cause shall not be effective unless and until the Company has delivered to Executive, along with a Notice of Termination (as defined in Section 7(e)), a copy of a resolution duly adopted by a majority of the Board (excluding Executive, if he is a member of the Board) stating that the Board has determined to terminate Executive’s employment with the Company for Cause; provided , however , that no such resolution shall be permitted to be adopted without

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the Company having afforded Executive the opportunity to make a presentation to the Board and to answer any questions its members may ask him.

(ii)           For purposes of this Agreement, (A) “ Affiliate ” means any individual, corporation, partnership, limited liability company, association, trust or other entity or organization that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management policies of the Company, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise, and, with respect to any individual, any relative or spouse of such person, or any relative of such spouse, who has the same home as such person; and (B) “ Subsidiary ” means (x) any corporation more than fifty percent (50%) of whose stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation (irrespective of whether or not at the time stock of any class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time owned by the Company and/or one or more Subsidiaries of the Company and (y) any partnership, limited liability company, association, joint venture or other entity in which the Company and/or one or more Subsidiaries of the Company has more than a fifty percent (50%) equity interest or the right to control the management of such entity.

(iii)          If Executive’s employment is terminated (x) by the Company for Cause or (y) solely with respect to periods on and after the LN Effective Date, voluntarily by Executive without Good Reason, Executive shall be entitled to receive:

(A)          the Base Salary through the date of termination;

(B)           any Annual Bonus earned but unpaid