Employment Agreement dated February 26, 2013

(a) Positions and Duties. Executive will continue to serve, at the pleasure of the Board, as President and Chief Executive Officer of the Company and shall report to the Company's Board of Directors (the "Board"). In the capacities of President and Chief Executive Officer, Executive will render such business and professional services in the performance of his duties, consistent with Executive's position within the Company. Executive will be the highest ranking executive officer of the Company, with the full powers, responsibilities and authorities customary for the chief executive officer of corporations of the size, type and nature of Company, together with such other powers, authorities and responsibilities as may reasonably be assigned to him by the Board. Executive will report solely and directly to the Board. The period Executive is employed by the Company under this Agreement is referred to herein as the "Employment Term."

(b) Board Membership. Executive will continue to serve as a member of the Board until the next Annual Meeting of Stockholders. Thereafter, his service on the Board will be subject to the same scrutiny by the Nominating and Governance Committee (the "Nominating Committee") as all other director nominee candidates. Executive's service as a member of the Board will be further subject to any required stockholder approval. Upon the termination of Executive's employment for any reason, Executive will be deemed to have resigned from the Board (and any boards of subsidiaries) voluntarily, without any further required action by Executive, as of the end of Executive's employment and/or at the Board's request including, but not limited to, complying with NASDAQ independent Board membership thresholds.. For so long as Executive remains an employee of the Company, he will not be additionally compensated for his services as a member of the Board.

(c) Obligations. During the Employment Term, Executive will devote his full business efforts and time to the Company and will use good faith efforts to discharge his obligations under this Agreement to the best of his ability. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board; provided, however, that Executive may, without the approval of the Board, serve in any capacity with any civic, educational, or charitable organization and serve on the board(s) set forth on Schedule A attached hereto, provided such services do not materially interfere with Executive's obligations to the Company. Executive represents that he is not subject to any non-competition, confidentiality, trade secrets or other agreement(s) that would preclude, or restrict in any way, Executive from fully performing his services hereunder during his employment with the Company.

(a) Base Salary. As of the Effective Date, the Company will pay Executive an annual salary of $300,000 as compensation for his services (such annual salary, as is then effective, to be referred to herein as "Base Salary"). The Base Salary will be paid periodically in accordance with the Company's normal payroll practices and be subject to the usual, required withholdings. The Base Salary will not be reduced other than (i) pursuant to a reduction that also is applied to substantially all other executive officers of the Company in a substantially similar manner and proportion or (ii) to give effect to the executive compensation policies and guidelines of the Company's Compensation Committee (the "Committee"), as publicized in documents filed with the Securities and Exchange Commission.

(b) Bonus Compensation. In the discretion of the Compensation Committee, Executive may receive periodic bonuses in acknowledgment of his and the Company's achievements and efforts from time to time. Such bonuses may be payable in the future in alignment with stated performance goals or otherwise in the Compensation Committee's discretion.

(c) Equity Incentive Compensation. Executive shall be eligible to participate in the Company's equity incentive plans, as in effect from time to time, and shall be considered for grants and awards at such times and in such amounts as shall be deemed appropriate by the Compensation Committee, as the administrator of such plans.

(d) Compensation Review. All components of Executive's compensation shall be regularly reviewed by the Compensation Committee in order to ensure that Executive's compensation is aligned with the executive compensation policies and guidelines established by the Compensation Committee and discussed in the Company's Compensation Disclosure and Analysis discussion in its Annual Reports on Form 10-K.

(e) Stock Ownership Guidelines. Executive shall be subject to, and shall comply with, the Company's stock ownership guidelines, including compliance with its Insider Trading Policy, a copy of which is attached hereto as Exhibit A and Section 16 of the Securities Exchange Act of 1934, as amended.

(f) Outside Activities. Executive shall disclose to the Compensation Committee all boards and associations he is currently serving on and shall seek the Committee's approval before accepting or seeking any further positions. Executive shall also do the same with any outside paid employment/consulting positions.

(a) Generally. Executive will be eligible to participate in accordance with the terms of all Company employee benefit plans, policies, and arrangements that are applicable to other executive officers of the Company, as such plans, policies, and arrangements may exist from time to time.

(b) Vacation.  Executive will be entitled to receive paid annual vacation in accordance with Company policy.

(c) Perquisites.

(a) Termination Without Cause.  If Executive's employment is terminated by the Company without Cause, then, subject to compliance with Section 9, Executive will be eligible to receive a cash severance of six months of the Base Salary as in effect immediately before the Date of Termination. Cash severance is payable on the Date of Termination.

(b) Change In Control. If during Executive's employment with the Company (i) there is a Change of Control (as defined below) and (ii) Executive is not offered a Comparable Position (as defined below) by the surviving corporation, Executive will be eligible to receive a cash severance equal to one year's Base Salary as in effect immediately before the Change of Control and/or Date of Termination. In addition to the benefits provided for in this Section 8(b), all stock options or other equity grants awarded to Executive pursuant to a Company equity incentive plan, whether in effect on the day hereof or adopted hereafter, will vest in full and be non-forfeitable immediately before the Change of Control and or Date of Termination. A "Comparable Position" is a position with similar or greater responsibilities at the Executive's then-current base salary and does not require the Executive's relocation. "Change of Control" shall mean the sale or substantially all of the assets of the Company or the acquisition of the Company by another entity by means of consolidation or merger after which the then current stockholders of the Company hold less than 50% of the voting power of the surviving corporation, provided that a reincorporation of the Company shall not be a Change of Control.

(c) Termination without Cause: Treatment of Equity Incentive Awards. If Executive's employment is terminated by the Company without Cause, then in addition to the benefits provided for in Section 8(a) above, all stock options or other equity grants awarded to Executive pursuant to any Company equity incentive plan, whether in effect on the day hereof or adopted hereafter, will vest in full and be non-forfeitable as of the Date of Termination;

(d) Termination for Cause.  If Executive's employment is terminated for Cause by the Company, then, (i) all further vesting of Executive's outstanding equity awards will terminate immediately; and (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately.

(e) Other Termination Including due to Accidental Death or Disability. If Executive's employment terminates for any other reason, including but not limited to, death or Disability (defined below), then, (i) Executive's outstanding equity awards will be treated in accordance with the terms and conditions of the applicable award agreement(s); (ii) all payments of compensation by the Company to Executive hereunder will terminate immediately, and (iii) Executive will be entitled to receive benefits only in accordance with the Company's then established plans, programs, and practices.

(a) Non-disparagement.  During the Employment Term and for the 12 months thereafter, Executive will not, and will cause his relatives, agents, and representatives to not, knowingly disparage, criticize, or otherwise make any derogatory statements regarding the Company, its directors, or its officers, and the Company will not knowingly disparage, criticize or otherwise make any derogatory statements regarding Executive. The Company's obligations under the preceding sentence shall be limited to communications by its senior corporate executives having the rank of Vice President or above and members of the Board. The foregoing restrictions will not apply to any statements that are made truthfully in response to a subpoena or other compulsory legal process. Payments of severance to Executive, in accordance with Section 8 above, shall immediately cease, and no further payments shall be made, in the event that Executive breaches the provisions of this Section 9(a).

(b) Other Requirements. Any general release of claims required to be executed by Executive as a condition to the receipt of severance will be consistent in substance with the releases of claims used at the time by the Company in connection with separations of senior corporate executives generally.

(c) Mitigation. Payments of severance to Executive, in accordance with Section 8 above, shall immediately cease, and no further payments shall be made, in the event that Executive materially breaches the Confidential Information Agreement (provided, however, that Executive's right to future payments will be restored, and any omitted payments will be made to Executive promptly, if the Board in its reasonable good faith judgment determines that such breach is curable, and Executive cures the breach to the reasonable satisfaction of the Board within 30 days of having been notified thereof). Executive agrees to cooperate with the Company and to provide timely notice as to his activities following a termination without Cause so that the Company may monitor its obligation under Section 8.

(a) Cause. For purposes of this Agreement, termination for "cause" generally means termination as a result of Executive's willful gross misconduct that is materially adverse to the Company, Executive's willful violation of a federal or state law, rule or regulation applicable to the business of the Company that is materially adverse to the Company, Executive's conviction for, or entry of a guilty or no contest plea to, a felony. Executive's termination of employment will not be considered to be for Cause unless it is approved by a majority vote of the members of the Board of Directors or an independent committee thereof. It is understood that good faith decisions of the Executive relating to the conduct of the Company's business or the Company's business strategy will not constitute "Cause."

For purposes of this Agreement, "Cause" will mean (i) Executive's material neglect (other than as a result of illness or disability) of his duties or responsibilities to the Company, (ii) Executive's conduct (including action or failure to act) that Executive knew or should have known is inconsistent with the best interests of, or is injurious to, the Company, or (iii) dishonesty, insubordination or criminal conduct. Executive's termination of employment will not be considered to be for Cause unless it is approved by a majority vote of the members of the Board of Directors or an independent committee thereof. It is understood that good faith decisions of the Executive relating to the conduct of the Company's business or the Company's business strategy will not constitute "Cause."

(b) Disability. For purposes of this Agreement, Disability will mean Executive's absence from his responsibilities with the Company on a full-time basis for 180 calendar days in any consecutive 12 months period as a result of Executive's mental or physical illness or injury.

(a) Non-Disclosure of Information. It is understood that the business of the Company is of a confidential nature. During the period of Executive's employment with the Company, Executive may receive and/or may secure confidential information concerning the Company or any of the Company's affiliates which, if known to competitors thereof, would damage the Company or its said affiliates. Executive agrees that during and after the term of this Agreement he will not, directly or indirectly, divulge, disclose or appropriate to his own use, or to the use of any third party, any secret, proprietary or confidential information or knowledge obtained by him during the term hereof concerning such confidential matters of the Company or

its affiliates, including, but not limited to, information pertaining to contact information, financial information, research, product plans, products, services, customers, markets, developments, processes, designs, drawings, business plans, business strategies or arrangements, or intellectual property or trade secrets. Upon termination of this Agreement, Executive shall promptly deliver to the Company all materials of a secret or confidential nature relating to the business of the Company or any of its affiliates that are, directly or indirectly, in the possession or under the control of Executive.

(b) Trade Secrets. Executive acknowledges and agrees that during the term of this Agreement and in the course of the discharge of his duties hereunder, Executive shall have access to and become acquainted with information concerning the operation and processes of the Company, including without limitation, proprietary, technical, financial, personnel, sales and other information that is owned by the Company and regularly used in the operation of the Company's business, and that such information constitutes the Company's trade secrets. Executive specifically agrees that he shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this Agreement or at any other time thereafter, except as is required in the course of his employment hereunder. Executive acknowledges and agrees that the sale or unauthorized use or disclosure of any of the Company's trade secrets obtained by Executive during the course of his employment under this Agreement, including information concerning the Company's current or any future and proposed work, services, or products, the fact that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Executive promises and agrees not to engage in any unfair competition with the Company, either during the term of this Agreement or at any other time thereafter. Executive further agrees that all files, records, documents, specifications, and similar items relating to the Company's business, whether prepared by Executive or others, are and shall remain exclusively the property of the Company and that they shall be removed from the premises of the Company only with the express prior written consent of the Company's Chief Executive Officer or his designee.

(c) Cooperation. Executive agrees to cooperate with and provide assistance to the Company and its legal counsel in connection with any litigation (including arbitration or administrative hearings) or investigation affecting the Company, in which, in the reasonable judgment of the Company's counsel, Executive's assistance or cooperation is needed. Executive shall, when requested by the Company, provide testimony or other assistance and shall travel at the Company's reasonable request and expense in order to fulfill this obligation.

(d) Proprietary Inventions and Assignment Agreement. Concurrently with the execution and delivery of this Agreement, Executive shall execute and deliver the Company's Proprietary Inventions and Assignment Agreement, a copy of which is attached hereto as Exhibit A and incorporated herein by this reference. Executive agrees to abide by the provisions thereof.