Calculation of Economic Value

1.

Compensation.

a.

Annual Draw. The Company will pay you an annual draw of $12,000 monthly ($144,000 annually), which shall be deemed earned whether or not

b.

Incentive Compensation.

(i)

Economic Value Added.

I.

Annual. You shall be eligible to receive annual incentive payments (the "Annual Incentive Payments"), less applicable withholdings and deductions, based on the increase in the economic value of the Company ("EV") over the prior fiscal year, starting with the fiscal year ending December 31, 2013. The total amount of the Annual Incentive Payments payable for any fiscal year shall be the greater of (x) $144,000 or (y) 3.0% of the increase in EV over the prior fiscal year; provided, however, such amount shall not exceed $1,000,000 for any fiscal year and the Annual Incentive Payments for the fiscal year ending December 31, 2013 shall be pro-rated based on the number of days remaining in the fiscal year following the commencement of your employment with the Company.

1.

EV at December 31, 2013 and at the end of each succeeding fiscal year shall be deemed to be (x) 7.0x EBITDA, plus (y) cash and marketable securities, minus (z) total debt, calculated in the manner set for on Exhibit A hereto. In the event common stock of the Company is issued in connection with any acquisition or capital raise, the value of the common stock issued at the time of issuance shall be deemed to be a debt obligation of the Company for purposes of the calculation in Exhibit A.

2.

EV at January 1, 2014 and at the beginning of each succeeding fiscal year shall be deemed to be the EV at the end of the previous fiscal year as calculated in accordance with subparagraph 1 above.

(A)

The Annual Incentive Payments shall be paid in cash, restricted shares of the Company's common stock, or another security of the Company aligned with the Company's common stock, at the discretion of the Company's Board of Directors.

(B)

The Annual Incentive Payments with respect to any given fiscal year will be made in four equal quarterly installments, to be paid at the end of each of the 1^st, 2^nd, 3^rd, and 4^th fiscal quarters of the following fiscal year. You must remain employed with the Company through the end of the fiscal year for which Annual Incentive Payments are earned to be eligible for Annual Incentive Payments with respect to such fiscal year.

II.

One Time Exit.  In the event of a sale of all or substantially all of the outstanding common stock or assets of the Company, in each case other than in a reorganization, recapitalization or other similar transactions among the Company and one or more of its affiliates, provided that such transaction must constitute a Change in Control under Treasury Regulation Section 1.409A-3(i)(5), you shall be eligible to receive a receive a one-time exit payment (the "Exit Payment"), less applicable withholdings and deductions, equal to (1) the greater of (x) the Annual Incentive Payments for the immediately preceding fiscal year and (y) 3.0% of the net sale price in such transaction (i.e. the price to shareholders after commissions and other transaction-related fees), less (2) the amount of any Annual Incentive Payments earned for the preceding fiscal years in excess of $144,000. There will not be a cap on the maximum amount of the Exit Payment nor will a cost of capital be assigned to past Annual Incentive Payments for this calculation. The Exit Payment will be made within 90 days after the completion of the transaction giving rise to the Exit Payment, such specific payment date as determined in the Company's sole discretion.

2.

Benefits.

a.

b.

3.

a.

b.

4.

5.