AMENDMENTNO. 1 TO EMPLOYMENT AGREEMENT

1.  

Amend Section 2 by replacing it in its entire with the following:  “The term of employment under this Agreement shall commence on the Effective Date and shall continue, unless otherwise terminated earlier pursuant to Section 11, until June 30, 2011. (the “Term”).”

2.  

Section 5 shall expire as of December 31, 2010 and shall not be effective for the period beginning January 1, 2011.

3.  

Amend 11(b) by deleting “without extension as described in Section 2.”

4.  

Replace section 11(f) in its entirety with the following:

(1)  

If Executive’s employment is terminated by Company other than for Cause, in addition to the amounts payable under Section 11(e), Executive shall be entitled to receive a one-time single payment, which shall preclude any other compensation to Executive (including, without limitation, any other payment under this Section 11(f); however, any such payment shall not exclude any recapitalization incentive under Section 5.1), equivalent to all base and targeted bonus compensation for one year, and the Company shall provide medical benefits through December 31, 2011 on a basis that is consistent with medical benefits provided to other employees.

(2)  

In the event of a Change in Control, to reward Executive for his contributions and efforts to the company related to the recapitalization process, in addition to the amounts payable under 11(e), Executive shall receive a one-time single payment, which shall preclude any other compensation to Executive (including, without limitation, any other payment under this Section 11(f); however, any such payment shall not exclude any recapitalization incentive under Section 5.1), a lump sum payment equivalent to one year of his base salary and targeted bonus compensation. Payment shall be made within one (1) business day after a Change of Control.  In addition, Company shall provide Executive with medical benefits through December 31, 2011 on a consistent basis as provided to other employees should Executive’s employment be terminated related to a Change of Control.

(3)  

As a condition to the salary and benefit continuation under this Section 11(f), Executive must first execute and deliver to Company, in a form prepared by Company, a release of all claims against Company and other appropriate parties, excluding Company’s performance under this Section 11(f) and of Executive’s vested rights under any Company sponsored retirement plans, 401(k) plans and stock ownership plans.  Executive shall also be entitled to reimbursement of all expenses.

5.  

Add Section 11(g):  If Executive’s employment terminates at end of Term, Company shall be obligated to pay such Executive’s base salary up to the date of termination.

6.  

Add a Section 5.1 as follows:

a.  

Executive shall be compensated for work related to a recapitalization effort as follows:

(i)  

Working with the Company’s financial advisor to provide information related to financial reporting, including budgeting cash flows, cash accounts and compliance with established revenue and disbursement budgets.

(ii)  

Developing an expense improvement plan, in conjunction with the Company’s financial advisor, by which the Company shall reduce its operating expenses. Working to achieve the milestones and targets contained in such plan by the dates set forth therein.

(iii)  

Collaborating with the Company’s financial advisor regarding due diligence, preparing the offering memorandum, preparing presentation, updating the data site, reviewing recapitalization alternatives, negotiating relevant recapitalization documents and agreements, and closing a transaction.

b.  

The recapitalization incentive shall be fifty percent of the amount in Section 4 of the Employment Agreement to be paid as $2,581.46 bi-monthly (with the exception of the first payment for August 13, 2010 which shall be $7,744.37), and as part of the Company’s normal payroll, until the close of a recapitalization transaction, at which time the unpaid amount of the incentive shall be paid.  Notwithstanding any other term herein, upon the close of a recapitalization transaction this Section 5.1 and all payments hereunder shall become fully vested, earned, accrued, and immediately payable.  Executive shall be entitled to the full and complete recapitalization incentive provided he does not voluntarily resign or is not terminated for Cause.

7.  

No other changes to the Employment Agreement are made, except as expressly set forth herein.

8.  

This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assign, and no other parties shall be a beneficiary hereunder.  Neither this Amendment nor any of the provisions hereof can be changed, waived, discharged or terminated except by a written instrument signed by the party against whom enforcement the change, waiver, discharge or termination is sought.

9.  

This Amendment may be signed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.  Signatures delivered by facsimile transmission shall have the same force and effect as original signatures delivered in person.