AT-WILL EMPLOYMENT AGREEMENT

            (b) Bonus. Subject to the adoption by the Company’s Compensation Committee of an appropriate cash incentive plan and the approval thereof by the Company’s stockholders in the manner required by state law on or before June 5, 2007 (such plan as may be adopted and approved, the "Incentive Plan"), Employee shall be entitled to receive a bonus equal to 3% of the profit of the Company’s Northern Division and Chicago divisions, determined on a pre-tax basis after the accrual and/or payment of bonuses and otherwise in accordance with the Incentive Plan and paid annually in accordance with the terms of the Incentive Plan, provided that the Employee is employed by the Company on the date of payment.

            (c) Adjustments. Employee’s compensation as described in Sections 2.1(a) and 2.1(b) shall be subject to review and revision by the Company from time to time, provided that Employee’s salary shall be reviewed by the Company not less than annually.

            (d) One Time Bonus. The Company shall pay to the Employee a cash bonus as follows: $275,000 on August 25, 2006; and $275,000 on each of June 19, 2007, 2008 and 2009, provided that the Employee is employed by the Company on each of the foregoing dates.

     2.2 Fringe Benefits. Employee shall be eligible to participate in the Company’s insurance and health benefit plans and SERP, executive compensation deferral plan and 401(k) plan, subject to their respective eligibility requirements and other terms, conditions, restrictions and exclusions. Nothing herein shall preclude or otherwise restrict the Company’s right to modify or terminate any insurance or other benefit plan, policy or program as it deems appropriate in its sole discretion. Employee shall also be entitled to those benefits set forth on Schedule 2.2 to this Agreement.

     2.3 Vacation. Employee shall be entitled to three weeks of vacation during each calendar year of his employment.

     2.4 Expense Reimbursement. During his employment, the Company shall reimburse Employee for all reasonable expenses incurred by him in connection with the performance of his duties hereunder in accordance with its regular reimbursement policies as in effect from time to time and upon receipt of itemized vouchers therefor and such other supporting information as the Company may reasonably require.

     2.5 Payments After Termination of Employment. Regardless of the reason for the termination of Employee’s employment, whether by Employee or the Company, whether or not due to Employee’s death, and whether for cause or not, Employee (or his estate) will receive pay for any days actually worked by Employee prior to the termination of his employment, expense reimbursement for all reasonable expenses incurred by him in connection with the performance of his duties prior to the termination of his employment and any pay for accrued but unused paid time off benefits, to the extent Employee may be eligible for same under the Company’s policies. Except as set forth in the immediately preceding sentence, upon termination of Employee’s employment, the Company will have no ob ligation to Employee for payment of any Base Salary or bonus or for any fringe benefits (including without limitation, any insurance benefit), or any other form of compensation or benefit, except as otherwise required by law or by benefit plan provided at Company expense.

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