RICHARD A. BACHMANN Chairman and Chief Executive Officer

Commencement date on April 17, 2006(or such other date in close proximity thereto as shall be mutually agreed between us).

An employment payment of $50,000 on first payday after employment.

Starting base salary of $210,000 annually.

Annual bonus target of 50% of base pay.

The grant on the commencement date of your employment of an option with a ten year term to purchase 10,000 shares of Common Stock of the Company that will vest in one-third increments on each of the first three anniversaries of the date of grant at an exercise price equal to the closing price of the Company’s Common Stock on the date of grant (a detailed Stock Option Agreement containing standard terms consistent with the foregoing will be provided shortly after your commencement of employment).

The award on the commencement date of your employment of 5,000 Restricted Share Units that will vest on the third anniversary of your date of employment (likewise, a Restricted Share Unit Agreement containing standard terms consistent with the foregoing will be provided shortly after your commencement of employment).

Commencing in 2006, you will be eligible for twenty-five days of vacation annually.

Relocation assistance to be provided on the terms set forth in the Relocation form being provided to you separately.