EMPLOYMENTAGREEMENT

1.     Employment and Term.   Employer hereby employs Executive, and Executive accepts such employment, subject to all of the terms and conditions of this Agreement, for a term beginning on the Closing and ending on December 31, 2011, unless sooner terminated in accordance with other provisions hereof (the “Term”). Subject to the terms and conditions of this Agreement, Executive’s employment with Employer is at will.  Notwithstanding any provisions of this Agreement to the contrary, Employer may not terminate Executive without Cause (as defined in Section 4.3.1 below), and Executive may not terminate or resign other than for Executive Cause (as defined in Section 4.3.2), death or disability (as provided in Section 4.1 and 4.2), at any time before the first anniversary of the Closing.

2.1.   Title and Responsibilities.  During the Term, Executive will serve as Executive in Transition of Employer.  In that capacity, Executive will have supervision over, and responsibility for, Employer’s account management function, consistent with the account management responsibilities Executive had in the one year period prior to the Closing and/or provide certain consulting services to Parent’s Chief Executive Officer or Chief Financial Officer regarding Employer’s account management function as may be reasonably requested by such individuals.

2.2.   Other Responsibilities and Loyalty. Executive will also have such other responsibilities and duties consistent with his position or positions with Employer, as may from time to time be reasonably prescribed by Employer’s Board of Directors or Parent’s Chief Executive Officer or Board of Directors and as are generally consistent with the responsibilities Executive had in the one year period prior to the Closing.  Executive agrees to devote his full business time, attention and energies to the business and interests of the Employer during the Term and Executive will not accept any outside position without the prior written consent of the CEO or the Board.

2.3.   Reporting.  Executive will report to, and be subject to the direction of, the Chief Executive Officer or Chief Financial Officer of Employer or any other senior officer of the Parent as may be designated by the Board of Directors of the Parent.

2.4.   Policies and Practices.  The employment relationship between Employer and the Executive shall be governed by the policies and practices established by Employer and Employer’s Board of Directors as are applicable to senior management employees generally.  Executive acknowledges that he has received and carefully read and understood the Employer’s Code of Business Conduct and other governing policies, which will govern the terms and conditions of his employment with Employer, along with this Agreement.  In the event that the terms of this Agreement differ from or are in conflict with the Employer’s policies or practices or the Employer’s Code of Business Conduct, this Agreement will control.

2.5.   Location.  Executive will perform the services Executive is required to perform pursuant to this Agreement at the Employer’s office, located in Duluth, Georgia or such other location in the greater Atlanta, Georgia area to which Employer may move its principal location (the “Office”); provided, however, that (i) Executive may from time to time perform services from his homes located in Georgia and Alabama, and (ii) Employer may from time to time require Executive to travel to other locations in connection with the Employer’s business, consistent with Executive’s travel prior to the Closing.  Notwithstanding the foregoing, Employer may require Executive to work from home.  Executive may also work remotely from locations outside the Office in a manner consistent with Executive’s past practices in the one year period prior to the Closing.

3.1.   Base Salary.   Employer will pay to Executive an annual base salary (“Base Salary”) of Four Hundred and Twenty-Five Thousand Dollars ($425,000).  Executive’s Base Salary will be payable in bi-weekly installments of $16,346.15 each gross, in accordance with Employer’s normal payroll practices as are applicable to employees generally, subject to payroll deductions and required withholdings.

3.2.   Annual and Long-Term Incentives.  Except as specifically provided in Section 3.6, Executive will not be eligible to participate in any annual or long-term bonus, equity or other incentive plan of Employer or Parent now existing or established hereafter.

3.5.   Expenses.  Employer will reimburse Executive for all actual, ordinary, necessary and reasonable expenses incurred by Executive in the course of his performance of services hereunder.  Executive will properly account for all such expenses.  Such reimbursement payments shall be made promptly, but in no event later than December 31 of the calendar year following the year in which such expense was incurred. Employer shall upon the Closing enter with SDD Holdings, LLC an aircraft charter agreement in the form attached hereto as Exhibit B, which Executive and Employer shall each keep in force and effect during full term of Executive employment.

(a)    Effective as of the Closing, Executive and Parent shall enter into a Restricted Stock Award Agreement in the form attached hereto as Exhibit C whereby Parent will grant to Executive under Parent’s 2005 Equity Incentive Plan (the “Equity Plan”) a restricted stock award (the “RSA”) of a number of shares of common stock of Parent equal to the quotient of $2.5 million divided by the average of the closing price of Parent’s common stock for the five business day period immediately prior to the date of Closing (the “Fair Market Value”) of the Parent’s common stock on the date of Closing (the “Restricted Shares”).  Except as otherwise provided in this Section 3.6, all of the Restricted Shares will vest on December 31, 2011 and Executive will not be required to pay any consideration for the vested Restricted Shares other than the services rendered by Executive to Employer up to the date of vesting.  Upon any vesting, Executive will remit to Employer an amount of cash necessary to satisfy all payroll deductions and required income tax withholdings as are required by law to be paid by Executive, if any. Once such taxes are paid, Employer shall deliver or cause Parent or any transfer or escrow agent in actual or constructive possession of the Restricted Shares to deliver certificates for the Restricted Shares in accordance with the Equity Plan.

(b)    If, prior to December 31, 2011, (i) Executive is terminated by Employer for any reason other than Cause (as defined in Section 4.3.1), or (ii) Executive’s employment is terminated pursuant to Section 4.1 (death) or Section 4.2 (disability) or Section 4.3.2 (Employer Breach), all Restricted Shares will vest immediately on such termination, provided that such termination constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, if applicable.  Notwithstanding the foregoing, the Executive will pay to Employer an amount equal to the Fair Market Value of the Restricted Shares on the date of vesting less any applicable federal, state, local and foreign taxes paid by Executive if after the Restricted Shares vest in accordance with the immediately preceding sentence the Executive commits a material breach of his obligations set forth in Sections 7 or 8 hereto.  If, prior to December 31, 2011, Employer terminates Executive’s employment for Cause or Executive resigns or terminates his employment for reasons other than Employer Breach, death or disability, all Restricted Shares will be forfeited to Parent without the payment of any consideration by Parent or Employer.  The Restricted Shares will otherwise be governed by the terms of the Equity Plan and RSA agreement.

(c)    Executive acknowledges and agrees that Section 83 of the Internal Review Code of 1986, as amended (the “Code”) taxes as ordinary income to him the fair market value of the Restricted Shares as of the date any restrictions on the shares lapse (that is, as of the date on which part or all of the shares vest), unless Executive timely files an election under Section 83(b).  Executive will be solely responsible for timely making an election under Section 83(b) in the event he chooses to do so.

(d)    Employer warrants to Executive that (i) Executive is qualified in all respects to receive the RSA and all Restricted Shares, subject to the vesting requirements as set forth in this Agreement and the Equity Plan; (ii) the issuance of the RSA and Restricted Shares to Executive has received all requisite approvals contemplated by the documents governing the Equity Plan and no further consents or approvals are required; (iii) the issuance of the RSA and Restricted Shares to Executive has been duly authorized and validly issued by Parent, and are fully paid and nonassessable, and (iv) upon vesting, and subject to the vesting requirements set forth in this Agreement and the Equity Plan, the Restricted Shares will be free of all encumbrances and restrictions, including restrictions on transfer.

4.1.   Termination by Death.  If Executive dies, then this Agreement will terminate immediately and automatically, and Executive’s rights to compensation and benefits first earnable by Executive after the date of death  will terminate as of the date of death; provided, however, Executive’s heirs, personal representatives or estate will be entitled to receive any unpaid portion of Executive’s Base Salary and accrued benefits earned up to the date of termination and any benefits which are to be continued or paid after the date of termination in accordance with the terms of the corresponding benefit plans and programs in which Executive participates (the “Accrued Obligations”) and also the Restricted Shares.  In the event of a termination of Executive’s employment pursuant to this paragraph, any right that Executive’s estate may have to compensation and benefits under this Agreement will terminate, except that Executive’s estate will be entitled to receive payment of the Accrued Obligations.

4.2.   Termination by Disability.   If, as a result of sickness or injury (as defined in Employer’s group long-term disability insurance policy then in force), Executive is unable to perform the essential duties of his employment on a full-time basis for more than thirty (30) days after the Onset of Disability or for periods aggregating more than thirty (30) days during any twelve (12) month period, then Employer may, upon ten (10) days written notice to Executive, terminate Executive's employment.  In the event of a termination of Executive’s employment pursuant to this Section 4.2, Executive’s right to compensation and benefits under this Agreement shall terminate, except that Executive shall be entitled to receive payment of the Accrued Obligations and the Restricted Shares.  “Onset of Disability” means the first day on which Executive is unable to perform the essential duties of his employment on a full-time basis by reason of such injury or sickness.

4.3.1         Employer may, at any time, upon written notice to Executive, terminate Executive’s employment, and Executive’s rights to compensation and benefits hereunder, for Cause (as defined in this Section 4.3.1), except that Executive will be entitled to receive payment of the Accrued Obligations.  “Cause” will exist if Parent’s board of directors in good faith determines that (i) before the date of termination Executive is convicted of, or enters a plea of guilty or nolo contendere to, a crime constituting a felony or any criminal offense involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof other than an automobile offense, or (ii) Executive is grossly negligent or engaged in willful misconduct in the performance of his duties under this Agreement, or (iii) Executive breaches, in a material respect, this Agreement or any written material agreement between the Executive and Employer or violates, in a material respect, the Employer’s Code of Business Conduct or any of Employer’s material policy statements as are applicable to all employees generally; provided, however, that in the case of termination under clause (ii) or (iii) of the immediately preceding sentence, Cause shall only exist after (A) Employer delivers written notice to Executive of its intention to terminate for Cause within thirty (30) days after Employer has actual knowledge of the facts and circumstances upon which Employer seeks to rely as a basis for its right to terminate for Cause, (B) such notice sets forth in reasonable detail such facts and circumstances and (C) Executive has failed to cease or otherwise correct (if Parent’s board of directors determines in good faith that such events are reasonably capable of being corrected) any of the events listed in clauses (ii) and (iii), if such events are reasonably capable of being corrected, within thirty (30) days following delivery of Employer’s written notice of its intention to terminate for Cause.

4.3.2         Executive may, at any time, upon written notice to Employer, terminate Executive’s employment, and Executive’s rights to compensation and benefits hereunder, for Employer Breach (as defined in this Section 4.3.2), and Executive will be entitled to receive payment of the Accrued Obligations and the Restricted Shares.  “Employer Breach” will exist if there occurs a material failure by Employer to comply with the provisions of this Agreement; provided, however, the foregoing events of Employer Breach will exist only if Executive provides to Employer’s Chief Executive Officer notice of the existence of the circumstances constituting Employer Breach within ninety (90) days of the occurrence of Employer Breach and Employer does not remedy such event constituting Employer Breach within thirty (30) days of the date of its receipt of such notice.

4.4.   Termination Without Cause.  At any time after the first anniversary of the Closing, Employer may, upon ten (10) days prior written notice to Executive, terminate Executive’s employment, and Executive’s rights to compensation and benefits hereunder, for any reason or no reason, in which case Executive will be entitled to payment of the Accrued Obligations and the Restricted Shares.

4.5.   Resignation.  Executive may, upon thirty (30) days prior written notice to Employer, resign or terminate Executive’s employment with Employer, for any reason Executive deems appropriate, in which case Executive will be entitled to receive payment of the Accrued Obligations.

4.6.   Release.  Notwithstanding the foregoing, Executive will not receive any of the payments set forth under Section 4, unless upon Executive’s termination of employment Executive furnishes Employer with an effective waiver and release of claims (the “Release”) in the form attached hereto as Exhibit “A” (or such other form of Release as may be required by the Employer) within the time period set forth therein, but in no event later than forty-five (45) days following termination of Executive’s employment.

4.7.   Application of Section 409A. Fringe benefits payable under the Agreement will be subject to the distribution requirements of Section 409A(a)(2)(A) of the Code, including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to the Executive be delayed until 6 months after separation from service if the Executive is a “specified employee” within the meaning of the aforesaid section of the Code at the time of such separation from service.

4.8.   Parachute Payments.  Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from Employer pursuant to this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal 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 of the Payment, up to and including the total 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 unless Executive elects in writing a different order: reduction of cash payments; cancellation of accelerated vesting of the RSA; reduction of employee benefits.  If acceleration of vesting of the RSA compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the RSA.  Employer will appoint a nationally recognized and independent accounting firm to make the determinations required hereunder.  Employer 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 will provide its calculations, together with detailed supporting documentation, to Employer and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by Employer or Executive) or such other time as requested by Employer or Executive.  If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it will furnish Employer and Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment.  Employer will be entitled to rely upon the accounting firm’s determinations, which will be final and binding on all persons.

5.     Procedure upon Termination.  Executive must promptly return to Employer all documents (including copies) and other materials and property belonging to Employer or Parent or any  of their affiliates, or pertaining to their businesses, including without limitation partner, customer and prospect lists, contracts, files, manuals, letters, reports and records in his possession or control, no matter from whom or in what manner acquired. In the event of a dispute between Executive and Employer, Executive and Employer each agree to exchange information and documents reasonably related to the dispute.

6.      Inventions.   Executive will reasonably communicate in a reasonable timeframe to Employer, in writing, all trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques (collectively referred to as “Inventions”), whether or not patentable or registrable under copyright or similar statutes, which are first made, conceived and reduced to practice by Executive, whether alone or jointly with others, at any time   during the period commencing after the Closing  and ending on the date of termination of Executive’s employment, and which relate to the business or operations of Employer or which relate to methods, designs, products or systems sold, leased, licensed or under development by Employer (such concepts, ideas and designs are referred to as “Employer Inventions”).  Executive acknowledges that Employer owns all right, title and interest in and to any and all Employer Inventions (and all Proprietary Rights with respect thereto) created either before or after Closing and hereby assigns and agrees to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Employer (or to such third party as Employer may direct) all of Executive’s right, title and interest in and to any and all Employer Inventions (and all Proprietary Rights with respect thereto).  Executive acknowledges that all original works of authorship which are first made by Executive (solely or jointly with others), within the scope of Executive’s employment and which are protectable by copyright are “works made for hire,” pursuant to United States Copyright Act (17 U.S.C., Section 101).  Executive will, at Employer’s expense, sign all documents and take such other actions as Employer may reasonably request to confirm its ownership in Employer Inventions.  “Proprietary Rights” means all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.

7.      Nondisclosure.  At all times after the Closing and during Executive’s employment with Employer and thereafter, except with the express prior written consent of an executive officer of Employer other than Executive or in connection with the proper performance of services under this Agreement, Executive will not, directly or indirectly, communicate, disclose or divulge to any Person, or use for the benefit of any Person, any Proprietary Information or any Third Party Information.  “Proprietary Information” means any and all confidential and/or proprietary knowledge, data or information of Employer or Parent or any of their affiliates, no matter when or how acquired.  By way of illustration, but not limitation, Proprietary Information includes (i) Inventions; (ii) the terms and details of contracts and arrangements with and proposals to any customers of Employer or its affiliates (“Customers”) and any prospective Customers or any entities for which Parent or its affiliates operate e-commerce businesses or provide marketing services (“Partners”) and any prospective Partners; (iii) personal, financial and other information obtained from customers of Customers or Partners (“Consumers”); (iv) non-public pricing information, vendor prices, buying and pricing strategies and merchandise plans, including the terms of contracts and arrangements with vendors; (v) promotional, marketing and advertising strategies and plans, including the terms of contracts and arrangements relating to promotions, marketing and advertising; (vi) non-public financial and statistical information relating to Employer or Parent or any of their affiliates, or the Business operated by Employer and its affiliates or the business and the e-commerce businesses operated by Parent and its affiliates, including budgets, financial and business forecasts, expansion plans and business strategies; and (vii) information regarding the skills and compensation of other employees of Employer and Parent and their  affiliates.  For purposes of this Section 7, Proprietary Information will not include any information which is now known by or available to the general public or generally in the industry, which becomes known by or available to the general public or generally in the industry other than as a result of a breach of this Agreement by Executive or which is independently acquired by Executive.  “Person” means any individual, sole proprietorship, joint venture, partnership, corporation, association, cooperative, trust, estate, government body, administrative agency, regulatory authority or other entity of any nature.  “Third Party Information” means any and all confidential or proprietary data, knowledge and information received from third parties, including Customers and Partners, prospective Customers and Partners and Consumers, subject to a duty on the part of Employer or Parent or any of their affiliates to maintain the confidentiality of such data, knowledge or information and to use it only for certain purposes.

8.      Non-Competition.   Executive acknowledges that the Business of Employer and its affiliates and the business of Parent and its affiliates are highly competitive, that he has Proprietary Information of Employer and its affiliates and Third Party Information of their Customers and Consumers and that as a result of Employer being acquired by Parent, Executive will receive and be privy to Proprietary Information of Parent and its affiliates and Third Party Information of their Partners and Consumers.  Executive further acknowledges that Employer and Parent and their affiliates are engaged in the provision of services to support the e-commerce and direct-to-consumer businesses of their Customers and Partners and that due to the nature of such businesses, the work performed by Executive for Employer may not be bound by any geographical or territorial limitations.  Accordingly, for one (1) year after the date of the termination of Executive’s employment with Employer (the “Restricted Period”) for any reason, except with Employer’s express prior written consent, Executive will not, directly or indirectly, in any capacity, for the benefit of any Person:

(a)    Communicate with or solicit any Person who, as of or during the one (1) year prior to the termination of Executive’s employment with Employer, was an employee, consultant, agent or representative of Employer or Parent or any of their affiliates, or who, during the Restricted Period, becomes an employee, consultant, agent or representative of Employer or Parent or any of their affiliates, (i) in any manner which interferes or is likely to interfere with such Person’s relationship with Employer or Parent or any such affiliate, or (ii) in an effort to obtain any such employee, as an employee, of any other Person or (iii) in an effort to obtain any such consultant, agent or representative as a consultant, agent or representative of any Person which conducts a business competitive with all or any material part of the Business of Employer or its affiliates in the United States or the business of the Parent and its affiliates in the United States;

(b)    Communicate with or solicit any Person who, as of or during the one (1) year prior  to the termination of Executive’s employment with Employer, was a Partner, Customer, client or prospect of Employer or Parent or any of their affiliates, or who, during the Restricted Period, becomes a Partner, Customer, client or prospect of Employer or Parent or any of their affiliates, in any manner which interferes or is likely  to interfere with such Person’s relationship with Employer or Parent or any such affiliate, or in an effort to obtain any such a Partner, Customer, client or prospect as a partner, customer, client or prospect of any other Person which conducts a business competitive with all or any material part of the Business of Employer in the United States, or its affiliates or the business of Parent and its affiliates in the United States; or

(c)    Establish, own, manage, operate or control, or participate in the establishment, ownership, management, operation or control of, or be a director, officer, employee, agent or representative of, or be a consultant to, any Person which conducts a business competitive with all or any material part of the (i) Business of Employer or its affiliates in the United States, or (ii) business of Parent or its affiliates in the United States which is substantially similar to the Business of the Employer, or which is not substantially similar to the Business of the Employer but in which Executive was involved during his employment with the Employer after the Closing Date.

9.     Consideration and Enforcement of Covenants.   Executive expressly acknowledges that the covenants contained in Sections 6, 7 and 8 of this Agreement (“Covenants”) are a material part of the consideration bargained for by Employer and, without the agreement of Executive to be bound by the Covenants, Employer would not have agreed to enter into this Agreement.  Executive acknowledges that any breach by Executive of any of the Covenants may result in irreparable injury to Employer for which money damages may not adequately compensate.  If there is such a breach, Employer will be entitled, in addition to all other rights and remedies which Employer may have at law or in equity, to apply to any competent court in Georgia to have an injunction issued enjoining and restraining Executive and all other Persons involved therein from continuing such breach.  The existence of any claim or cause of action which Executive or any such other Person may have against Employer will not constitute a defense or bar to the enforcement of any of the Covenants.  If Employer must resort to litigation to enforce any of the Covenants which has a fixed term, then such term will be extended for a period of time equal to the period during which a breach of such Covenant was occurring, beginning on the date of a final court order (without further right of appeal) holding that such a material breach occurred or, if later, the last day of the original fixed term of such Covenant. If any portion of any Covenant or its application is construed to be invalid, illegal or unenforceable, then the other portions and their application will not be affected thereby and will be enforceable without regard thereto.  If any of the Covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, then the court making such determination will have the power to reduce or limit such scope, duration, area or other factor, and such Covenant will then be enforceable in its reduced or limited form.

10.    Survival of Obligations.  Notwithstanding anything to the contrary contained herein, Sections 3.5 and 3.6, Sections 5-22 of this Agreement will survive any termination of this Agreement and the termination of the Employment Term.  Additionally, payments and benefits owed to Executive under Sections 3 and 4 hereof shall survive the termination of this Agreement to the extent provided for in Sections 3 and 4.

11.    Applicable Law.  This Agreement will be governed by and construed in accordance with the substantive laws (and  choice of laws rules) of the State of Georgia .  Each of the parties irrevocably consents to the jurisdiction and venue of the state courts in Fulton County, Georgia and the federal courts in the Northern District of Georgia in any and all actions between the parties arising hereunder and agrees to resolve all such disputes in such courts.

12.    Notices.   All notices, consents or other communications required or permitted to be given under this Agreement must be in writing and will be deemed to have been duly given (i) when delivered personally, or (ii) one (1) business day after being sent by a nationally recognized express courier service designated for next business day delivery, postage or delivery charges prepaid, to the parties at their respective addresses stated on the first page of this Agreement.  Either party may change its address for notice and the address to which copies must be sent by giving notice of the new address to the other party in accordance with this Section 12, provided that any such change of address notice will not be effective unless and until received.  A copy of any notice sent to Executive shall be sent in the same manner of delivery to: David F. Cooper, Esq., Kitchens Kelley Gaynes, P.C., 11 Piedmont Center, Suite 900, 3495 Piedmont Road, NE, Atlanta, Georgia 30305.

13.    Prior Agreements.  Executive represents to Employer (a) that there are no restrictions, agreements or understandings whatsoever to which Executive is a party which would prevent or make unlawful his execution of this Agreement or his employment hereunder, (b) that Executive’s execution of this Agreement and Executive’s employment hereunder do not constitute a breach of any contract, agreement or understanding, oral or written, to which Executive is a party or which Executive is bound, and (c) that Executive has full legal right and capacity to execute this Agreement and to enter into employment by Employer.  All prior employment agreements, oral or written, between Executive and Employer that have not previously expired or terminated are hereby terminated as of the date hereof as fully performed on both sides; provided, Executive shall be entitled to receive after the Closing any unpaid consideration due Executive on account of agreements entered between Executive and Employer pre-Closing, including any amounts held in the Employer’s Rabbi Trust or bonus plan prior to Closing that the Executive is entitled to receive.

14.    Parties in Interest.   This Agreement is for the personal services of Executive and is not be assignable by Employer without the express prior written consent of the Executive.  Because of the unique and personal nature of the Executive’s duties under this Agreement, neither this Agreement nor any rights or obligations under this Agreement is assignable by the Executive.  This Agreement is not intended and shall not be construed to confer any rights or remedies hereunder upon any Person other than the parties hereto, provided, however, that the Parent shall be a third party beneficiary entitled to receive the benefit of and enforce Sections 3.6, 5 through 9, 15 and 16 hereof as if such entities had been a party to this Agreement.

15.    Trade Secrets of Others.   It is the understanding of both the Employer and the Executive that the Executive will not divulge to the Employer or Parent or any of their affiliates any confidential information or trade secrets belonging to others.  Consistent with the foregoing, the Executive will not provide to the Employer or its affiliates any documents or copies of documents containing such information.

16.    Advertising Waiver.   The Executive agrees to permit the Employer and Parent and their affiliates, and Persons or other organizations authorized by the Employer or Parent or their affiliates, to use, publish and distribute advertising or sales promotional literature concerning the products and/or services of the Employer and Parent and their affiliates in which the Executive’s name and/or pictures of the Executive appear and are cast in a positive manner.  The Executive hereby waives and releases any claim or right the Executive may otherwise have arising out of such use, publication or distribution.

17.    Entire Understanding.   This Agreement sets forth the entire understanding of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous, oral or written, express or implied, agreements and understandings.

18.    Amendment and Waiver.   This Agreement may not be amended or modified unless in writing and signed by Executive, a duly authorized representative of Employer other than Executive and, prior to Closing, the written consent of Parent.  No waiver with respect to this Agreement will be enforceable unless in writing and signed by the party against which enforcement is sought (which, in the case of the Employer, must be a duly authorized representative of Employer other than Executive).  Neither the failure nor any delay on the part of either party to exercise any right, remedy, power or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor will any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.

19.    Counterparts.  This Agreement may be executed in two counterparts, each of which shall be deemed an original, all of which together shall contribute one and the same instrument.

20.    Severability.  The finding by a court of competent jurisdiction of the unenforceability, invalidity or illegality of any provision of this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal.  Such court shall have the discretion authority, if any, to modify or replace the invalid or unenforceable term or provision with a valid and enforceable and reasonable term or provision.

21.    Section Headings, Interpretation, Construction.   Any headings preceding the text of any of the Sections or Subsections of this Agreement are inserted for convenience of reference only, and will neither constitute a part of this Agreement nor affect its construction, meaning, or effect. This Agreement has been drafted by legal counsel representing the Employer, but the Executive has been encouraged to consult with, and has consulted with, the Executive’s own independent counsel and tax advisors with respect to the terms of this Agreement.  Each party acknowledges that it and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

22.           Furniture and Memorabilia.  Notwithstanding Section 5, at any time after the Closing, Executive shall be permitted to remove (i) all of his personal property from Employer’s offices including all personal memorabilia and business memorabilia collected by Executive in connection with business transacted prior to the date of Closing, and (ii) his HP 2510 personal laptop computer and all office furniture located in the Executive’s office in Duluth, Georgia as of the Closing.  After termination of Executive’s employment with the Company the Company agrees at the cost and expense of Executive to transfer the Executive’s cell phone telephone number to Executive.  To the extent that there is data of Employer located on Executive’s  computer or other electronic device, Executive shall after the termination of his employment be entitled to retain his personal Microsoft Outlook list of contacts and Executive will work in good faith with Employer to transfer or from Executive’s computer Proprietary Information of Employer.