EMPLOYMENT AGREEMENT

A.

Employee is currently employed by the Company as its Vice President - Finance.

B.

The Company desires to make certain agreements with Employee in order to induce Employee to remain in such employ and in exchange for Employee’s covenants herein.

C.

The parties desire to evidence their agreement as to the terms of the Company’s employment of Employee.

1.

Employment. The Company hereby continues its employment of Employee as the Company’s Vice President - Finance, and Employee hereby accepts such employment, subject to the provisions of this agreement.

2.

Duties and Authority. Employee shall be employed as the Company’s Vice President - Finance. Employee shall have such duties and authority as are customary for the Vice President - Finance of a publicly held corporation with similar authority as the Company’s Board of Directors or President may from time to time reasonably assign Employee consistent with the foregoing and the other provisions of this Agreement. Employee agrees to devote his entire business time, energy and skills to such employment. However, it is understood that Employee shall not be required to devote more than the usual and customary hours per calendar week to such employment as are generally expected of similarly situated employees of publicly held companies. At all times, Employee shall be subject to the direction of the Company’s Board of Directors and its President.

3.

Compensation and Benefits. Employee shall be entitled to the following compensation and benefits for services rendered to the Company:

(a)

Compensation. Employee shall receive an annual base salary payable in equal installments not less frequently than monthly. Employee’s base salary shall be reviewed annually within 30 days prior to the end of each fiscal year (but such annual base salary shall not be reduced to less than the prior year’s annual base salary without Employee’s written consent).

(b)

Bonus Plan. Employee shall be eligible to receive a bonus annually, based on Employee’s and the Company’s financial performance, in the discretion of the Board of Directors.

(c)

Expense Reimbursements. The Company shall reimburse Employee for actual out-of-pocket costs incurred for reasonable business expenses, other than automobile expenses (which are covered in Section 3(d)) in accordance with the policies and procedures of the Company in effect from time to time.

(d)

Automobile Allowance. Employee shall receive a Company car or car allowance subject to Company policies in effect from time to time with respect to reimbursement for personal use.

(e)

Vacations. Employee shall be entitled to paid vacations of not more than four weeks each calendar year, which may be taken at Employee’s discretion; provided, however, that such vacation shall not unreasonably interfere with the Company’s needs at such time. Unused vacation time for a calendar year shall not be carried over form one year to the next.

(f)

Health Insurance. Employee shall be entitled to family health insurance coverage under the Company’s group plan on a premium-sharing basis then in effect.

(g)

Life and Disability Insurance. Employee shall be entitled to participate in the Company’s group life insurance and disability insurance in effect from time to time.

(h)

Severance Pay. 

(i)

This Agreement may be terminated by the Company at any time for Cause (as hereinafter defined), and in such event Employee shall not be entitled to receive any further compensation. For purposes of this Agreement, the term “Cause” shall mean acts of fraud, repeated material misconduct, or intentional dishonesty by Employee in the course of Employee’s employment with the Company, or the commission of a felony.

(ii)

In the event that Employee voluntarily terminates Employee’s employment by the Company, Employee shall not be entitled to receive any further compensation; provided, however, that if such voluntary termination occurs at any time after Employee has completed three (3) months of employment by the Company after the occurrence of a “Change in Control” (as hereinafter defined), Employee shall be entitled to receive severance benefits for a period of 12 months after the date of termination or until Employee secures new employment, whichever is shorter, consisting of the following:

A.

Employee’s base salary, and

B.

The amount which the Company pays for group heath insurance benefits with respect to such employee and Employee’s family and the continuation of Employee’s company provided group term life and disability insurance or equivalent coverage, and

C.

Continuation of use of the company car or an equivalent car allowance.

(iii)

Notwithstanding anything to the contrary herein, Employee’s employment hereunder may be terminated by the Company at any time prior to or after a “Change in Control” (as hereinafter defined), however, in such event, Company shall pay Employee for a period of 12 months after the date of termination as severance benefits consisting of the following;

A.

Employee’s base salary, and

B.

The amount which the Company pays for group heath insurance benefits with respect to such Employee and Employee’s family and the continuation of Employee’s company provided group term life and disability insurance or equivalent coverage, and

C.

Continuation of use of the company car or an equivalent car allowance.

4.

Options. In the event of a Change in Control of the Company as those terms are defined in the Agreement, stock options held by Employee shall become immediately exercisable without regard to vesting and/or applicable benchmarks unless the agreement governing the exercise of such options contains provisions expressly to the contrary. In the event of a sale or exchange of assets or stock anticipated to constitute a Change in Control, the Company agrees that it shall make provisions for the conversion or exchange of shares to be received upon the exercise of such options for the consideration to be received by stockholders of the Company generally; provided, however, that Employee may be required to provide to the Company an irrevocable notice of exercise a reasonable period of time prior to the actual closing date to facilitate such exchange.

5.

Confidentiality. Employee covenants that Employee shall at all times keep confidential the Company’s financial statements and other financial information, except to the extent (a) disclosure of financial information (but not financial statements) is incidental to the performance of Employee’s duties for the Company, (b) disclosure is required by applicable law, or (c) the Company’s Board of Directors authorizes disclosure.

6.

Other Company Employees. For a period of one year from the date Employee’s employment by the Company terminates, Employee shall not (a) solicit another Company employee to leave the Company’s employ and work for the Employee or another person or entity, or (b) participate in the hiring of another Company employee by another person or entity away form the Company.

7.

Arbitration. Any controversy or claims arising out of or relating to this Agreement shall be submitted to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association in Waukesha County, Wisconsin, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. If the parties cannot agree on the choice of a single arbitrator within 15 days after receipt of a notice of arbitration, then the parties shall contact the chairperson of the Alternative Dispute Resolution section of the Wisconsin Bar, who shall select an independent arbitrator, and the arbitration shall be decided by such independent arbitrator. Each of the parties reserves the right to file with a court of competent jurisdiction an application for temporary or preliminary injunctive relief or a temporary protective order on the grounds that the arbitration award to which the applicant may be entitled may be rendered ineffective in the absence of such relief. The arbitration award shall be in writing, and shall specify the factual and legal basis for the award. The losing party shall pay all costs and expenses of the arbitrator.

8.

Notices. Any notice, request, approval, consent, demand, permission or other communication required or permitted by this Agreement shall be effective only if it is in writing signed by the party giving same and shall be deemed to have been sent, given and received only either (a) when personally received by the intended recipient, or (b) three days after depositing in the United States Mail, registered or certified mail, return receipt requested, with first-class postage prepaid, addressed as follows:

9.

Assignability. This Agreement requires the personal services of Employee, and Employee’s rights or obligations hereunder may not be assigned or delegated except as set forth in this Agreement. In the event of a sale of the stock of the Company, or consolidation or merger of the Company with or into another company or entity, or the sale of all or any substantial part of the assets of the Company to another corporation, entity or individual, the Company may assign this Agreement to any successor in interest and upon such assignment, Company shall have no further liability hereunder and the successor in interest shall be subject to all obligations and be entitled to enforce all rights of the Company under this Agreement. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective successors and assigns.

10.

Other Agreements. This Agreement contains the entire agreement between the Company and Employee with respect to the subject matter hereof, and merges and supersedes all prior agreements, understandings or negotiations whatsoever with respect to the subject matter hereof.

11.

Amendments and Waivers. No amendments to this Agreement or any waiver of any of its provisions shall be effective unless expressly stated in writing signed by both parties. No delay or omission in the exercise of any right, power or remedy under or for this Agreement shall impair this right, power or remedy or be construed as a waiver of any breach. Any waiver of a breach of any provision of this Agreement shall not be treated as a waiver of any other provision of this Agreement or of any subsequent breach of the same or any other provision of this Agreement.

12.

Severability. If any provision of the Agreement shall be held illegal, invalid or otherwise unenforceable under controlling law, the remaining provisions of this Agreement shall not be affected thereby but shall continue in effect.

13.

Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Wisconsin.