Employment Agreement with Greg Bennett effective as of January 1, 2010

4.1  During the term of this Agreement, the Executive may make passive investments in companies involved in industries in which the Company operates, provided any such investment does not exceed a 5% equity interest, unless Executive obtains consent to acquire an equity interest exceeding 5% by a vote of a majority of the directors.

b.           In the event of a breach or threatened breach by the Executive of the provisions of this paragraph 4.4, the Employer shall be entitled to an injunction (i) restraining the Executive from disclosing, in whole or in part, any information as described above or from rendering any services to any person, firm, corporation, association or other entity to whom such information, in whole or in part, has been disclosed or is threatened to be disclosed; and/or (ii) requiring that Executive deliver to Employer all information, documents, notes, memoranda and any and all other material as described above upon Executive's leave of the employ of the Employer.  Nothing herein shall be construed as prohibiting the Employer from pursuing other remedies available to the Employer for such breach or threatened breach, including the recovery of damages from the Executive.

c.           Executive hereby agrees that upon the execution of this Agreement he will sign the Company’s standard forms of; Code of Conduct, Confidentiality, Insider Trading Policy and Inventions agreements.

4.5      Non-disparagement.  During the Term of the Executive's employment hereunder and for five (5) years thereafter; 1) the Executive shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Company or its officers, directors, employees or services, and 2) the Employer shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that a reasonable person would expect at the time would have the effect of diminishing or constraining the goodwill and good reputation of the Executive, except in each case,  as may be required by law.  For the Executive, this obligation includes, but is not limited to, refraining from negative statements about the Company's methods of doing business, the effectiveness of its business policies, and the quality of any of its services or personnel. Further, Executive will refrain from criticizing, or making (directly or indirectly), or encouraging any other(s) to make, any public attack(s) against the Company or any of its officers, directors or employees.  This specifically includes any such communications with any newspaper or other news media.

1.  By Executive.  Upon the occurrence of any of the following events, this Agreement may be terminated by the Executive by written notice to Employer:

(1)  if Employer makes a general assignment for the benefit of creditors, files a voluntary bankruptcy petition, files a petition or answer seeking a reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any law, or there shall have been filed any petition or application for the involuntary bankruptcy of Employer, or other similar proceeding, in which an order for relief is entered or which remains undismissed for a period of thirty days or more, or Employer seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of Employer or any material part of its assets;

To the fullest extent permitted by applicable law, Employer agrees to indemnify, defend and hold Executive harmless from any and all claims, actions, costs, expenses, damages and liabilities, including, without limitation, reasonable attorneys' fees, hereafter or heretofore arising out of or in connection with activities of Employer or its employees, including Executive, or other agents in connection with and within the scope of this Agreement or by reason of the fact that he is or was a director or officer of Employer or any affiliate of Employer.  To the fullest extent permitted by applicable law, Employer shall advance to Executive expenses of defending any such action, claim or proceeding.  However, Employer shall not indemnify Executive or defend Executive against, or hold him harmless from any claims, damages, expenses or liabilities, including attorneys' fees, resulting from the gross negligence or willful misconduct of Executive.  The duty to indemnify shall survive the expiration or early termination of this Agreement as to any claims based on facts or conditions which occurred or are alleged to have occurred prior to expiration or termination.