any profit sharing and/or pension plan generally provided for the Company’s executives, and in any equity option plan or restricted equity plan established by the Company in which the Company’s senior executives are generally permitted to participate.

          In addition, under the Costantini Agreement, the Company will issue Mr. Costantini on March 31, 2008 an award consisting of 250,000 SARs. Upon the exercise of a SAR, the Company will deliver cash, shares of common stock valued at fair market value on the date of exercise or a combination of cash and shares of common stock, as the Compensation Committee may determine. The SARs will have a base price equal to the fair market value on the date of grant. 50,000 SARs will vest on December 31, 2008, 100,000 SARs will vest on December 31, 2009 and 100,000 SARs will vest on December 31, 2010.

          If Mr. Costantini’s employment is terminated by the Company without “cause” (as defined in the Costantini Agreement) or by him due to a material change in his status, title, position or scope of authority or responsibility during the term of the Costantini Agreement, or any extension thereof, he is entitled to continue to receive his base salary and continued health insurance coverage for one year immediately following such termination. Mr. Costantini’s post-termination payments are conditioned on his executing a release in favor of the Company. In addition, the Costantini Agreement contains standard covenants relating to confidentiality and assignment of intellectual property rights, a two-year post-employment non-solicitation covenant and a one-year post-employment non-competition covenant. Upon a termination of his employment following a “change of control” (as defined in the Costantini Agreement), Mr. Costantini will be entitled to the same post-employment payments as if his employment were terminated by the Company without “cause” (as described above), unless the successor or transferee company continues his employment on substantially equivalent terms as under his agreement; provided that if the “change of control” transaction occurs, then the length of the severance period during which Mr. Costantini receives continued base salary and coverage under the Company’s health insurance plan will be the longer of one year immediately following the employment termination date or the remainder of the term at the time the employment termination occurs.

           On February 21, 2008, the Company entered into an employment agreement (the “Stolte Agreement”) with John Stolte, the Company’s Executive Vice President – Technology and Operations, effective as of March 31, 2008. Upon its effectiveness, the Stolte Agreement supersedes and replaces any previous employment agreements with Mr. Stolte (except for any of his obligations applicable to the period prior to March 31, 2008) and expires on December 31, 2010, unless terminated earlier pursuant to its terms. The Stolte Agreement may be extended by mutual agreement of the parties. Upon the expiration of the Stolte Agreement’s term, and any extension thereof, Mr. Stolte will continue to be employed on an “at will” basis.

           The Stolte Agreement provides for an annual base salary of $236,250. In addition to his salary, Mr. Stolte is entitled to certain employee benefits, including medical and disability insurance, term life insurance, paid holiday and vacation time and other employee benefits paid by the Company. Mr. Stolte is eligible to receive a bonus based on a percentage of his base salary (up to 75%) dependent upon achieving certain performance targets established each year by the Board of Directors of the Company. Mr. Stolte is entitled to participate in any profit sharing and/or pension plan generally provided for the Company's executives, and in any equity

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