SECOND AMENDMENT TO EMPLOYMENT AGREEMENT

WHEREAS, in connection with the Employee’s appointment as Chief Operating Officer and interim president and Chief Executive Officer of the Company, the Company and the Employee wish to further amend the Employment Agreement;

NOW THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1.                                       Amendment to Section 3(a).  Section 3(a) of the Employment Agreement is hereby amended and restated to read as follows:

“Base Salary.  Effective as of November 4, 2011, the Company will pay you a base salary at the annualized rate of at least $415,000 (“Base Salary”), minus withholdings as required by law and other deductions authorized by you, which amount shall be paid in equal installments at the Company’s regular payroll intervals, but not less often than monthly.  Your base salary may be increased annually by the Board or the Compensation Committee in their sole discretion.”

2.                                       Amendment to Section 3(b).  Section 3(b) of the Employment Agreement is hereby amended and the following sentence is added after the last sentence of Section 3(b):

“In addition to the forgoing, for so long as you are serving as interim Chief Executive Officer of the Company, you shall be entitled to a monthly bonus of $20,000, minus withholdings as required by law and other deductions authorized by you (the “Supplemental Bonus”), which amount shall be paid on the last regularly scheduled payroll date of the Company each month during such service; provided, however, that if your period of service as interim Chief Executive Officer of the Company is for less than six months, you shall be entitled to receive a monthly Supplemental Bonus for the remainder of such six-month period, payable in accordance with the foregoing, provided that you are employed by the Company on the payment date of any such Supplemental Bonus.”