Salary .  Effective as of January 1, 2009 and for the remaining term of the Agreement (including any extensions thereto), the Company shall pay the Employee a base salary per month of $31,250 and all other payments and benefits provided for in the Agreement, including Section 4 hereof (as it may be increased (but not decreased) in the discretion of the Compensation Committee, “Base Salary”).

Bonus .  Starting on the Effective Date, you shall be eligible for a performance bonus payable 50% in cash and 50% in vested restricted stock established from the 2007-2009 Annual Incentive Plan (or in future years, based upon a substantially similar plan), based upon mutually agreed to goals between you and the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”). The performance bonus and payment for 2007 – 2010 shall be based upon achieving certain goals as set forth in Exhibit 1 to the July 30, 2007 Agreement (as modified by the Compensation Committee pursuant to its meeting on April 8, 2008 (Exhibit A)) and for purposes of calendar years 2009 and 2010, those goals, including the Targeted Performance Bonus-Annual, set forth for year 2008 in Exhibit 1 shall be applied for said years 2009 and 2010. Any additional shares of Restricted Stock that may be required to be issued to meet any of the payments required herein shall be immediately issued by the Company. Provided, however, no additional shares of Restricted Stock will be issued by the Company, if such shares are required as a result of termination under Sections 6, 8, and/or 5C of this Agreement, and in such event the Company will be required to provide an equivalent payment to you for each share not issued, in an amount equal to $2.00 per share.  Bonuses shall be paid no later than March 15th of the year following the year to which the bonus relates.

Notwithstanding anything to the contrary in this Agreement or in any other applicable plan, but subject to the following sentences, upon a Change of Control of the Company, all stock options, restricted stock and restricted stock units shall vest immediately upon such Change of Control and all performance conditions of any and all cash bonuses and performance stock options or Restricted Stock shall be deemed to be met and the term to exercise any stock options will be equal to the term of the stock option originally granted. Provided, however, the amount of any cash bonuses or Restricted Stock triggered by the Change of Control shall be limited to an amount equal to the “Targeted Performance Bonus Annual,” set forth in Exhibit 1 attached to the July 30, 2007 Agreement ($375,000, per year and 187,500 shares, per year) for the year of the Change of Control and each year thereafter remaining in the term (as such term exists on the date of such Change of Control).  The cash portion of such bonuses shall be paid within the time provided in Section 3.  Provided, further, no additional shares of Restricted Stock will be issued that may be required to be issued beyond the existing unvested previously issued Restricted Stock held by you (239,313 shares as of the date hereof) to meet the requirements of this Section 5C, however, the Company shall pay to you within the time provided in Section 3, in lieu of said undistributed Restricted Stock, an amount equal to $2.00 per share within the time provided in Section 3. See attached Schedule I for an illustration of payment required under this Section 5C of the Agreement.

On the date of the