AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AND CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT

developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information.  Executive further understands that Confidential Information does not include any of the foregoing items that have become publicly known and made generally available through no wrongful act of Executive’s or of others who were under confidentiality obligations as to the item or items involved or improvements or new versions thereof.

3.2  Former Employer Information .  Executive agrees that he will not, during his employment with the Company, improperly use or disclose any proprietary information or trade secrets of any former employer or other person or entity and that he will not bring onto the premises of the Company any unpublished document or proprietary information belonging to any such employer, person or entity unless consented to in writing by such employer, person or entity.

3.3  Third Party Information .  Executive recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes.  Executive agrees to hold all such confidential or proprietary information in the strictest confidence and not to disclose it to any person, firm or corporation or to use it except as necessary in carrying out Executive’s work for the Company’s consistent with the Company’s agreement with such third party.

4.     Inventions .

4.1  Inventions Retained and Licensed .  Except as listed on Exhibit A , Executive does not have any inventions, original works of authorship, developments, improvements, and trade secrets which were made by him prior to his employment with the Company (collectively referred to as “Prior Inventions”), which belong to him, which may relate to the Company’s proposed business, products or research and development, and which were not previously assigned to the Company.  If in the course of Executive’s employment with the Company, Executive incorporates into a Company product, process or service a Prior Invention owned by Executive or in which Executive has an interest, Executive hereby grants to the Company a nonexclusive, royalty-free, fully paid-up, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process or service, and to practice any method related thereto.

4.2  Assignment of Inventions .  Executive agrees that Executive will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assigns to the Company, or its designee, all Executive’s right, title, and interest in and to any and all inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets, whether or not patentable or registrable under copyright or similar laws, which Executive may solely or jointly conceive or develop or reduce to

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practice, or cause to be conceived or developed or reduced to practice, during the period of time Executive is in the employ of the Company (collectively referred to as “Inventions”), except as provided in Section 4.6 below.  Executive further acknowledges that all original works of authorship which are made by him (solely or jointly with others) within the scope of and during the period of his employment with the Company, and which are protectable by copyright, are “works made for hire,” as that term is defined in the United States Copyright Act.  Executive understands and agrees that the decision whether or not to commercialize or market any Invention developed by Executive solely or jointly with others is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty will be due to Executive as a result of the Company’s efforts to commercialize or market any such Invention.

4.3  Inventions Assigned To The United States .  Executive agrees to assign to the United States government all his right, title, and interest in and to any and all Inventions whenever such full title is required to be in the United States by a contract between the Company and the United States or any of its agencies.

4.4  Maintenance of Records .  Executive agrees to keep and maintain adequate and current written records of all Inventions made by Executive (solely or jointly with others) during the period of his employment with the Company.  The records will be in the form of notes, sketches, drawings, and any other format that may be specified by the Company.  The records will be available to and remain the sole property of the Company at all times.

4.5  Patent and Copyright Registrations .  Executive agrees to assist the Company, or its designee, at the Company’s expense, in every proper way to secure the intellectual property rights relating thereto in any and all countries, including the disclosure to the Company of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  Executive further agrees that his obligation to execute or cause to be executed when it is in his power to do so, any such instrument or papers shall continue after the termination of this Amended 2010 Agreement.  If the Company is unable because of Executive’s mental or physical incapacity or for any other reason to secure Executive’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then Executive hereby irrevocably designates and appoints the Company and its duly authorized officers and agents as his agent and attorney in fact, to act for and in Executive’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the same legal force and effect as if executed by Executive.

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4.6  Exception to Assignments .  Executive understands that the provision of this Amended 2010 Agreement requiring assignment of Inventions to the Company do not apply to any Invention which qualifies fully under the provisions of California Labor Code section 2870 (attached as  Exhibit B ).  Executive will advise the Company promptly in writing of any Inventions that Executive believes meet the criteria in California Labor Code Section 2870.

5.     Office .  The Company shall provide Executive with an office at the location of the Company’s primary business operations that is consistent with his positions and titles.

6.     Compensation and Fringe Benefits .

6.1  Base Salary .  For all services rendered by Executive pursuant to this Amended 2010 Agreement, the Company shall pay Executive a base salary (the “Base Salary”) at the annual rate of not less than  Six Hundred Twenty Five Thousand Dollars ($625,000.00) as of the Effective Date.  The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices.  Executive’s annual salary shall be adjusted annually thereafter on January 1 of each year during the term of the agreement to compensate for changes in the cost of living.  The amount of each annual cost of living increase shall be twice the rate determined for such annual period by the “Consumer Price Index for Urban Wage Earners and Clerical Workers (All Items) published by the bureau of Labor Statistics, U.S. Department of Labor (1967 equals 100).”

6.2  Performance Bonus .

(a)                       For the calendar year 2010, the Executive shall be eligible to receive an annual performance-based bonus of  Six Hundred Fifty Thousand Dollars ($650,000.00) based upon achievement of certain criteria to be specified by the compensation committee of the Board (“Compensation Committee”), including (without limitation) revenue and profitability targets and/or other organizational and strategic milestones (the “2010 Performance Bonus”).  The 2010 Performance Bonus shall be based upon achieving performance objectives during 2010 and shall be payable in accordance with the Company’s normal payroll practices and policies no later than March 15 of the year following the year in which Executive’s right to such bonus vests.

(b)                      For the period January 1, 2011 through December 31, 2011 covered by the Amended 2010 Agreement, the Executive shall be eligible to receive an annual performance-based bonus of Six Hundred Fifty Thousand Dollars ($650,000.00) based upon achievement of certain criteria to be specified by the Compensation Committee, including (without limitation) revenue and profitability targets and/or other organizational and strategic milestones (the “2011 Performance Bonus”).  For the remaining term of the Amended 2010 Agreement, i.e., January 1, 2012 through December 31, 2014, the Executive shall be eligible to receive an annual performance-based bonus of Six Hundred Seventy Five Thousand Dollars ($675,000.00) based upon

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achievement of certain criteria to be specified by the Compensation Committee, including (without limitation) revenue and profitability targets and/or other organizational and strategic milestones (the “Annual Performance Bonus”).  The 2011 Performance Bonus and the Annual Performance Bonuses shall be based upon achieving performance objectives during each applicable calendar year and shall be payable in accordance with the Company’s normal payroll practices and policies no later than March 15 of the year following the year in which Executive’s right to such bonus vests.

6.3  Stock Options .

(a)           Annual Options .  Executive shall be permitted to participate in any stock option and similar plans as adopted by the Company from time to time for the grant of stock options and other equity incentives to the Company’s employees.  On the first business day occurring on or after April 1, 2011 of each year during the term of this Amended 2010 Agreement (subject to Executive’s continuous employment with the Company through each such anniversary), the Company shall grant Executive a stock option with a vesting commencement date of April 1 of the year in which it is granted, which will be, to the extent possible under the $100,000 rule of Section 422(d) of the Internal Revenue Code of 1986, as amended (the “Code”), an “incentive stock option” (as defined in Section 422 of the Code), under the Company’s 2003 Stock Plan (the “Plan”) to purchase 360,000 shares of the Company’s common stock (as adjusted for stock splits and stock combinations that may occur after the date of this Amended 2010 Agreement), which each such option shall have a per share exercise price equal to the fair market value of the Company’s common stock on the applicable date of grant (each an “Annual Option” and collectively, the “Annual Options”).  Subject to the accelerated vesting provisions set forth herein, each Annual Option will vest as to 1/12th of the shares subject to such option each month following its date of grant, so that each Annual Option will be fully vested and exercisable one year from its grant date, subject to Executive’s continuous service to the Company through each relevant vesting date.  Notwithstanding the above, in the event of a Change in Control (as defined in Section 7.4 below) of the Company prior to the granting of all Annual Options, and that occurs while Executive remains employed hereunder, then all Annual Options yet to be granted through the term of the Amended 2010 Agreement will immediately be granted and 100% of the then-unvested shares subject to all such Annual Options will vest and become exercisable.

(b)       Performance Options .

(i) On the Effective Date, the Company granted Executive a stock option, which is, to the extent possible under the $100,000 rule of Section 422(d) of the Code, an “incentive stock option” (as defined in Section 422 of the Code), under the Plan to purchase  800,000 shares of the Company’s common stock, which such option shall have a per share exercise price equal to the fair market value of the Company’s common stock on the Effective Date (the “2010 Performance Option” and together with the Annual Options, and other Performance Options, the “Options”). The 2010 Performance Option shall vest upon the Company’s achievement of the

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performance milestones described on Attachment A-2 , subject to Executive’s continuous employment with the Company through the date any such performance milestone is achieved.

(ii)  Executive is still eligible to achieve the outstanding performance milestones described in Section 6.3(b) of that certain Amended and Restated Executive Employment and Confidential Information and Invention Assignment Agreement by and between the Company and Executive, dated as of April 1, 2009 (the “2009 Agreement”) with respect to the performance option granted to Executive in connection with the 2009 Agreement (the “2009 Performance Option”), and subject to Executive’s continuous employment with the Company through the date any such performance milestone is achieved. The remaining unachieved performance milestones for the 2009 Performance Option are described on Attachment A-2 , with certain modifications, for the purpose of avoiding duplication with the performance milestones for the 2010 Performance Option.  For purposes of clarity, under no circumstances shall Executive vest in both the 2010 Performance Option and the 2009 Performance Option simultaneously, to the extent the performance milestones for each are duplicative.

(iii)  Executive is still eligible to achieve the outstanding performance milestones described in Section 6.3(b) of that certain Amended and Restated Executive Employment and Confidential Information and Invention Assignment Agreement by and between the Company and Executive, dated as of October 28, 2008 (the “2008 Agreement”) with respect to the performance option granted to Executive in connection with the 2008 Agreement (the “2008 Performance Option”), and subject to Executive’s continuous employment with the Company through the date any such performance milestone is achieved.  The remaining unachieved performance milestones for the 2008 Performance Option are described on Attachment A-2 , with certain modifications, for the purpose of avoiding duplication with the performance milestones for the 2009 and 2010 Performance Options.  For purposes of clarity, under no circumstances shall Executive vest in more than one of the 2010 Performance Option, the 2009 Performance Option and the 2008 Performance Option simultaneously, to the extent the performance milestones for each are duplicative.

(iv) In addition, Executive is still eligible to achieve the outstanding performance milestones described in Section 6.3(b) of that certain Executive Employment and Confidential Information and Invention Assignment Agreement by and between the Company and Executive, dated as of January 1, 2004 (the “2004 Agreement”), as described on Attachment A-2 .  The performance option granted pursuant to the 2004 Agreement shall vest upon the Company’s achievement of the performance milestones described on Attachment A-2 , subject to Executive’s continuous employment with the Company through the date any such performance milestone is achieved.

(c)      Each Option shall have a term of ten (10) years from its date of grant, subject to earlier termination in connection with Executive’s termination of service to the Company as provided in the Option Agreements.  The Options will be

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subject to the terms, definitions and provisions of the Plan and the stock option agreements to be executed by and between Executive and the Company (the “Option Agreements”), all of which documents are incorporated herein by reference. Notwithstanding the above, in the event of a Change in Control (as defined in Section 7.4 below) of the Company prior to the vesting of the 2010 Performance Option, the 2009 Performance Option and the 2008 Performance Option (if outstanding) and that occurs while Executive remains employed hereunder, 100% of the then unvested shares subject to the 2010 Performance Option, the 2009 Performance Option and the 2008 Performance Option (if outstanding) shall immediately vest and become exercisable.

6.4  Life Insurance .  During the term of the Amended 2010 Agreement, the Company will pay the full premium on a $4 million key person life insurance policy covering Executive.  Executive will be entitled to select personal beneficiaries for 50% of the proceeds of the insurance policy.  The Company will provide Executive with additional cash compensation at the end of each calendar year to fully offset taxes attributable to Executive as a result of payment of the life insurance premiums by the Company.

6.5  Other Benefits .  Executive shall be entitled to participate in such group life, pension, disability, accident, hospital and medical insurance plans, and such other plan or plans which may be instituted by the Company for the benefit of its executive employees generally, upon such terms as may be therein provided of general application to all executive employees of the Company and such other benefits as are mutually deemed appropriate by the Compensation Committee and Executive to the position held by Executive and to the discharge of Executive’s duties.  Executive shall be entitled to not less than twenty (20) business days’ vacation per year, with remuneration, which shall be coordinated with the vacation periods of other officers of the Company in a manner that will minimize disruption of the Company’s management efforts.

6.6  Additional Compensation .  Executive shall also be eligible to receive such additional salary or other incentive compensations as the Compensation Committee may, in its sole discretion, determine from time to time.

7.     Expenses .

7.1  Automobile Expense .

For the term of the Amended 2010 Agreement, up to a maximum of Thirty Thousand Dollars ($30,000.00) annually, the Company will lease and pay for the maintenance of an automobile selected by Executive for his exclusive use.  The Company will also pay for automobile insurance for the Executive, up to a maximum of Five Thousand Dollars ($5,000.00) annually.

7.2  Business Expenses .  The Company will pay or reimburse Executive for reasonable travel, entertainment or other expenses incurred by Executive in the

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furtherance of or in connection with the performance of Executive’s duties hereunder in accordance with the Company’s established policies.  Executive shall furnish the Company with evidence of the incurrence of such expenses within a reasonable period of time from the date that they were incurred.

7.3 Relocation Expenses .  In the event Executive undergoes an “Involuntary Termination” (as defined below and to include the result of a  merger  or acquisition in which Executive is not offered full-time employment as Chairman, President and/or CEO of the surviving entity), the Company will pay or reimburse Executive for all reasonable relocation expenses incurred by Executive in connection with his and his family’s relocation from California to New York, including, but not limited to short-term hotel costs or apartment rental for Executive for a period not to exceed six (6) months, house-hunting travel by Executive’s spouse and all household goods moving costs.  The total of all such amounts will not exceed $100,000.  Executive must submit a request for reimbursement of relocation expenses no later than the December 31 of the second calendar year following the calendar year in which Executive undergoes an Involuntary Termination and the Company will not reimburse Executive for any expenses incurred after such date.  The Company will reimburse Executive within ninety (90) days after receipt of Executive’s request for reimbursement.  The Company will provide Executive with additional cash compensation at the end of the calendar year to fully offset taxes attributable to Executive as a result of payment of such reasonable relocation expenses by the Company, which such amount will be paid to Executive no later than the December 31 of the calendar year following the calendar year in which Executive pays the tax on the relocation expenses.

7.4   Termination Benefits .  If Executive’s employment with the Company is terminated by the Company as a result of an “Involuntary Termination” (as defined below) within one (1) year following a “Change in Control” (as defined below), Executive shall be entitled to receive the following severance benefits:  (1) a lump sum payment equivalent to eighteen (18) months of Executive’s then current Base Salary, which shall be paid no later than fifty-three (53) days following the date of Executive’s termination of employment; (2) a lump sum payment equivalent to any unpaid amount of the Bonuses referenced in Section 6.2, up to a maximum of One Million Dollars ($1,000,000.00), which shall be paid no later no later than fifty-three (53) days following the date of Executive’s termination of employment; (3) full acceleration of the vesting of any then unvested stock options or other equity compensation awards held by the Executive (with any unvested performance-based awards accelerated at 100% of target performance levels) and the post-termination exercise period of all options referred to in this item (3) shall be extended from three (3) months after employment termination to twelve (12) months or, if earlier, the original maximum term of the option; and (4) the Company shall pay COBRA premiums for Executive and any dependents covered under the Company’s health plan immediately prior to the termination date for a period of eighteen (18) months following termination, provided that (a) Executive makes a timely election for COBRA coverage, (b) the Company may cease making such premium payment when Executive obtains other employment and becomes eligible to

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participate in the health plan of Executive’s new employer, and (c) if the Company determines that it cannot pay COBRA premiums without potentially violating (or being subject to an excise tax under) applicable law (including Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide Executive with a taxable monthly payment in an amount equal to twice the monthly COBRA premium that Executive would be required to pay to continue his group health coverage in effect on the date of termination (based on the COBRA premium for the first month of coverage), payable regardless whether Executive elects COBRA coverage with such payments commencing the month following the month of termination and continuing for eighteen (18) months.

If Executive’s employment with the Company is terminated by the Company as a result of an Involuntary Termination prior to or more than one year following the occurrence of a Change in Control, Executive may be eligible for severance benefits under the Company’s Severance Benefit Plan for Officers, to the extent determined by the Board.

For the purposes of this Amended 2010 Agreement, “Involuntary Termination” means (i) without Executive’s express written consent, a material diminution of Executive’s duties, position or responsibilities relative to Executive’s duties, position or responsibilities in effect immediately prior to such reduction; (ii) without Executive’s express written consent, a material diminution by the Company of Executive’s base salary as in effect immediately prior to such reduction; (iii) any material breach by the Company of any of the terms of this Amended 2010 Agreement; (iv) without Executive’s express written consent, the relocation of Executive to a facility or a location more than fifty (50) miles from the current location of the Company, which the Company and Executive agree would constitute a material change in the geographic location at which Executive must perform services to the Company, or (v) any purported termination of Executive other than for “Cause” (as defined below).  Executive will not resign for an Involuntary Termination without first providing the Company (x) with written notice within ninety (90) days of the event that Executive believes constitutes an Involuntary Termination specifically identifying the acts or omissions constituting the grounds for an Involuntary Termination and (y) a reasonable cure period of not less than thirty (30) days following the date of such notice.

For the purposes of this Amended 2010 Agreement, “Change in Control” means the occurrence of any of the following events: (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities; (ii) the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; or (iii) the consummation of a merger or consolidation of the Company with any other corporation, other than a merger consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the

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surviving entity or its parent) fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

For the purposes of this Amended 2010 Agreement, “Cause” means (i) any act of personal dishonesty taken by the Executive in connection with his employment hereunder, which is intended to result in personal enrichment of the Executive, (ii) the Executive’s conviction or plea of nolo contendere to of a felony, (iii) any act by the Executive that constitutes material misconduct and is injurious to the Company, or (iv) continued violations by the Executive of the Executive’s obligations to the Company.

Executive agrees that as a condition precedent to receipt of any termination benefits described in this Section 7.4, Executive (or Executive’s estate, in the event of Executives death) will promptly execute and not revoke a general full release all claims against the Company (or any person affiliated with the Company) in substantially the form attached as Exhibit C .  Receipt of the severance payments and benefits specified in this Section 7.4 shall be contingent on the receipt of such executed release and the lapse of any statutory period for revocation, and such release becoming effective in accordance with its terms within fifty-two (52) days following the termination date.  Any severance payment to which Executive otherwise would have been entitled during such fifty-two (52) day period shall be paid by the Company in full on the fifty-third (53rd) day following Executive’s employment termination date or such later date as is required to avoid the imposition of additional taxes under Section 409A.

7.5   Code Section 280G Best Results .

(a)           If any payment or benefit Executive would receive pursuant to this Agreement or otherwise, including accelerated vesting of any equity compensation (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount.  The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax.  If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most

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recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced.

(b)           The Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder and perform the foregoing calculations.  The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder.  The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive.  Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

7.6  Section 409A

(a)   &n