On September 17, 2007, the Company entered into amended and restated employment agreements with Messrs. Kornberg and Rouse. On September 18, 2007, the Company entered into change in control agreements with Messrs. Burt, McCollum, Porcelain and Wood.

Kornberg Agreement

Mr. Kornberg’s amended and restated employment agreement provides, among other things, for his employment until July 31, 2010; base salary at the rate of $675,000 per annum, subject to increases from time to time by the Board of Directors; annual incentive compensation in an amount equal to 3.0% of the Company’s pre-tax income (as defined), but not exceeding, together with base salary projected to be payable in that fiscal year, $1 million; and such additional incentive compensation as the Compensation Committee of the Board of Directors of the Company, in its sole discretion, may award, which may be intended to comply with the "performance-based compensation" exception under Section 162(m) of the Internal Revenue Code, under the Company's 2000 Stock Incentive Plan.

In the event a change in control (as defined) of the Company occurs and Mr. Kornberg terminates his employment within either of the time periods described in the agreement, Mr. Kornberg would be entitled to receive (i) a lump sum payment in an amount (subject to possible adjustments to avoid the characterization of the payment as excess parachute payments and the consequent imposition of taxes under Sections 280G and 4999 of the Internal Revenue Code), equal to the sum of (a) his then base salary for the balance of the employment period or three times his base salary, whichever is greater, and (b) accrued but unpaid incentive compensation with respect to prior fiscal years and the then current fiscal year, and (ii) continued benefits under the Company’s benefit plans, or substantially equal benefits, for the remainder of the employment period (but not later than December 31 of the second calendar year following termination) or the two year period following termination of employment, whichever is greater.

In the event that Mr. Kornberg’s employment is terminated by the Company without “cause” (as defined) or by Mr. Kornberg as a result of a breach of the agreement by the Company (and he is not entitled to the payments described above in connection with a change in control) Mr. Kornberg would be entitled to the following severance benefits: (a) a lump sum payment equal to his base salary for the full unexpired term of the agreement; (b) a lump sum payment equal to his incentive compensation for the full fiscal year in which the termination occurs; (c) continued employee benefits for a period of 18 months following termination; and (d) continued life insurance coverage for a period of two years following termination.

Rouse Agreement

Mr. Rouse’s amended and restated employment agreement provides, among other things, for his employment until July 31, 2009; base salary at the rate of $385,000 per annum, subject to increases from time to time by the Board of Directors; annual incentive compensation equal to 1.0% of the Company’s pre-tax income (as defined), but not exceeding, together with base salary projected to be payable in that fiscal year, $1 million; and such additional incentive compensation as the Compensation Committee of the Board of Directors of the Company, in its sole discretion, may award, which may be intended to comply with the "performance-based compensation" exception under Section 162(m) of the Internal Revenue Code, under the Company's 2000 Stock Incentive Plan.

In the event the Company terminates Mr. Rouse’s employment other than for “cause,” or “disability” (as defined) Mr. Rouse would be entitled to receive: (i) any accrued but unpaid compensation; (ii) continued benefits under the Company’s benefit plans for a period not to exceed 18 months following termination; and (iii) as severance, continued payment of his then annual base salary through the expiration of his employment period, subject to limits under certain circumstances as described in the employment agreement.

In the event the Company terminates Mr. Rouse’s employment other than for cause or disability, or Mr. Rouse terminates his employment due to a material diminution in  his responsibilities occurring  prior to the expiration date of his agreement, and any such termination occurs within one year following  the occurrence of a “Change in Control” (as defined in the Company’s 2000 Stock Incentive Plan), whether any such termination occurs prior to or after the expiration date, Mr. Rouse will be entitled  to receive: (a) any accrued but  upaid compensation; (b)

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