EXECUTIVE EMPLOYMENT AGREEMENT

Salary. During the Employment Period the Company shall pay to Mr. Magruder, as compensation for the performance of his duties and obligations under this Agreement, a base salary of Fifteen Thousand Dollars ($15,000) per month, payable semi-monthly, beginning September 15, 2005.

Termination for Cause. The Company may terminate Mr. Magruder’s employment hereunder for Cause (defined below). For purposes of this Agreement and subject to Mr. Magruder’s opportunity to cure as provided in Section 4(c) hereof, the Company shall have Cause to terminate Mr. Magruder’s employment hereunder if such termination shall be the result of:

Termination for Good Reason. Mr. Magruder shall have the right at any time to terminate his employment with the Company upon not less than thirty (30) days prior written notice of termination for Good Reason (defined below). For purposes of this Agreement and subject to the Company’s opportunity to cure as provided in Section 4(c) hereof, Mr. Magruder shall have Good Reason to terminate his employment hereunder if such termination shall be the result of:

The breach by the Company of any material provision of this Agreement or any stock option or warrant agreement; or

A requirement by the Company that Mr. Magruder perform any act or refrain from performing any act that would be in violation of any applicable law.

Notice and Opportunity to Cure. Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate Mr. Magruder’s employment for Cause and Mr. Magruder’s right to terminate for Good Reason that (i) the party seeking termination shall first have given the other party written notice stating with specificity the reason for the termination (“breach”) and (ii) if such breach is susceptible of cure or remedy, a period of fifteen (15) days from and after the giving of such notice shall have elapsed without the breaching party having effectively cured or remedied such breach during such 15-day period, unless such breach cannot be cured or remedied within fifteen (15) days, in which case the period for remedy or cure shall be extended for a reasonable time (not to exceed an additional thirty (30) days) provided the breaching party has made and continues to make a diligent effort to effect such remedy or cure.

Voluntary Termination. At the election of Mr. Magruder, upon not less than sixty (60) days prior written notice of termination other than for Good Reason.

Termination Upon Death or Permanent and Total Disability. The Employment Period shall be terminated by the death of Mr. Magruder. The Employment Period may be terminated by the Board of Directors of the Company if Mr. Magruder shall be rendered incapable of performing his duties to the Company by reason of any medically determined physical or mental impairment that can be reasonably expected to result in death or that can be reasonably be expected to last for a period of either (i) six (6) or more consecutive months from the first date of Mr. Magruder’s absence due to the disability or (ii) nine (9) months during any twelve-month period (a “Permanent and Total Disability”). If the Employment Period is terminated by reason of a Permanent and Total Disability of Mr. Magruder, the Company shall give thirty (30) days’ advance written notice to that effect to Mr. Magruder.

Termination Without Cause. At the election of the Company, otherwise than for Cause, upon not less than sixty (60) days written notice of termination.

Termination for Business Failure. Anything contained herein to the contrary notwithstanding, in the event the Company’s business is discontinued because continuation is rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company, then this Agreement shall terminate as of the day the Company determines to cease operation with the same force and effect as if such day of the month were originally set as the termination date hereof. In the event this Agreement is terminated pursuant to this Section 4(g), the Executive will be entitled to severance pay.

Without Cause or for Good Reason. In the event of a termination of Mr. Magruder’s employment during the Employment Period by the Company other than for Cause pursuant to Section 4(f) or by Mr. Magruder for Good Reason pursuant to Section 4(b) (e.g., due to a Change of Control of the Company, where Change of Control means: (i) the acquisition (other than from the Company) in one or more transactions by any Person, as defined in this Section 5(a), of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as Magrudered) of 50% or more of (A) the then outstanding shares of the securities of the Company, or (B) the combined voting power of the then outstanding securities of the Company entitled to vote generally in the election of directors (the “Company Voting Stock”); (ii) the closing of a sale or other conveyance of all or substantially all of the assets of the Company; or (iii) the effective time of any merger, share exchange, consolidation, or other business combination of the Company if immediately after such transaction persons who hold a majority of the outstanding voting securities entitled to vote generally in the election of directors of the surviving entity (or the entity owning 100% of such surviving entity) are not persons who, immediately prior to such transaction, held the Company Voting Stock; provided, however, that a Change of Control shall not include a public offering of capital stock of the Company. For purposes of this Section 5(a), a “Person” means any individual, entity or group within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, other than: employee benefit plans sponsored or maintained by the Company and corporations controlled by the Company, the Company shall pay Mr. Magruder (or his estate) and provide him with the following: