EMPLOYMENT AGREEMENT

In order to induce Executive to serve as the Chairman and Chief Executive Officer and President, the Company desires to provide Executive with compensation and other benefits on the terms and conditions contained in this Agreement.

Executive is willing to accept such employment and perform services for the Company on the terms and conditions contained in this Agreement.

Employment.   Subject to the terms and conditions of this Agreement, the Company and Executive agree to enter into an employment relationship whereby Executive will serve as the Company’s Chairman and Chief Executive Officer.  Executive shall report to the Company’s Board of Directors.  Executive shall have such responsibilities and authority as are consistent with the offices of Chairman and Chief Executive Officer and as may be determined from time to time by the Company’s Board of Directors.  Executive is not required to devote all of his working time and efforts to the performance of services for the Company.  However, all Company performance shall be to the best of Executive’s ability.

Term of Employment.   Executive’s term of employment under this Agreement shall commence on July 27, 2010 and continue until June 30, 2013 (the “ End Date ”, and such period, the “ Term ”), unless otherwise terminated as described in Section 5 below.  There shall not be any automatic renewal of this Agreement.  Should Executive continue to be employed following the expiration of the Term, unless Executive enters into another employment agreement, Executive acknowledges that he shall at such time be considered an at-will employee.

Compensation.

Base Salary .  Executive shall not receive any periodic salary from the Company.

Bonus .  Executive shall be eligible each year for a discretionary bonus, which shall be awarded in such amounts as the Company’s Board of Directors shall determine and based upon Executive’s individual performance and the Company’s financial performance; provided, however, that with the approval of the Company’s board of directors, the Company may establish a formula-based bonus for Executive calculated from Company’s financial performance.  Such bonus for any year, if any, will be paid during the 90-day period beginning February 1 of the year immediately after the year for which the bonus was earned.

Withholding .  All payments to Executive under this Agreement shall be subject to withholding as required by law.

Employee Benefits.

Benefit Plans .  During the Term, the Company shall provide Executive with coverage under all employee benefit plans available to the Company’s senior executives to the extent permitted under any such employee benefit plan and in accordance with the terms thereof.

Automobile .  At all times during the Term, Company shall provide Executive with  an automobile allowance of not less than $1,000 per month.

Expenses .  Executive is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement.  The Company will reimburse Executive for such expenses upon presentation by Executive from time to time of appropriately itemized and approved accounts of such expenditures consistent with the Company’s policies and practices.

Termination of Employment.

Termination Without Cause .  If Executive’s employment is terminated by the Company (other than for Cause), Executive shall be entitled to all accrued but unpaid bonus and accrued benefits through the date of termination.  In addition, the Company shall provide Executive with the same or similar health care benefits (including life, dental and vision, if any) as provided to Executive at the time of termination, such health care benefits to be provided from and after termination for a period of 18 months from the date of termination.  Upon termination of Executive’s employment without cause, except for the obligations set forth in this subsection a. , the obligations of the Company to make any further payments or to provide any further benefits to Executive under this Agreement shall cease and terminate.

Termination By Resignation .  Except as set forth below, if Executive resigns for any reason, Executive shall be entitled to accrued but unpaid bonus and accrued benefits through the effective date of Executive’s resignation.  Upon termination of Executive’s employment by resignation, except for the obligations set forth in this subsection b. , the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive shall cease and terminate.

Termination For Cause .  The Company shall have the right to terminate the employment of Executive for Cause.  In the event that Executive’s employment is terminated by the Company for Cause, Executive shall be entitled to receive only accrued but unpaid bonus and accrued benefits through the date of termination.  Upon termination of Executive’s employment for Cause, except as set forth in this subsection c. , the obligations of the Company under this Agreement to make any further payments or to provide any further benefits to Executive shall cease and terminate. As used in this Agreement, the term “Cause” means as a result of (i) any breach of any written policy of the Company; (ii) conduct involving moral turpitude, including, but not limited to, misappropriation or conversion of assets of the Company (other than immaterial assets); (iii) Executive’s conviction of, or entry of a plea of nolo contendere to, a felony; and (iv) a material breach of this Agreement.

Permanent Disability .  If Executive is unable to engage in the activities required by Executive’s job by reason of any medically determined physical or mental impair