Summary of Key Provisions of the
                   Employment Agreement for Edward W. Wilhelm

Term            The term of Mr. Wilhelm's employment agreement
                commences on March 30, 2009 and extends to
                December 30, 2009. The term is subject to
                automatic renewal for additional 1-year periods
                unless the Company or Mr. Wilhelm gives notice
                of non-renewal at least 180 days before the
                next extension date.

Base Salary;    Mr. Wilhelm's base salary is $300,000. Mr.
Bonus           Wilhelm is eligible to participate in the
Participation   annual and long-term incentive bonus
                compensation programs and employee benefit
                plans available to other executives.

Rights Upon     In this event Mr. Wilhelm will be entitled to
Non-Renewal     the following severance benefits: (i) base
of Employment   salary for one year; (ii) health insurance for
Agreement,      one year; and (iii) the current year bonus
Coupled with    based on days of service during the year and
Termination     actual performance for the year.
(not due to
"cause")



Rights Upon    In this event Mr. Wilhelm will be entitled to
Termination    the following: (i) Mr. Wilhelm will have 35
by the         days after notice to attempt to cure any cause;
Company for    (ii) whether cause has occurred will be
"Cause" or     determined by a majority of the Board of
by Mr.         Directors; (iii) embezzlement and theft are
Wilhelm        confirmed as constituting conduct that causes
without        demonstrable harm to the Company, and are
"Good          thereby a basis for cause; and (iv) any failure
Reason"        to perform material duties must continue for 30
               days in order to support a finding of cause.

Rights Upon            A "good reason" for Mr. Wilhelm to terminate
Termination by the     employment includes (i) a reduction in base
Company without        salary or bonus opportunities that does not
"Cause" or by Mr.      affect all executives; (ii) a transfer out of
Wilhelm with "Good     the geographic area; and (iii) a substantial
Reason" (not during    reduction in authority, duties or
the 30 days before     responsibilities, or the imposition of duties
or 2 years after a     and responsibilities inconsistent with Mr.
change in control)     Wilhelm's position, if these developments occur
                       during the 30 days before or 2 years after a
                       change in control. Also, the occurrence of a
                       material breach by the Company constitutes
                       "good reason." The Company has the right to
                       receive notice of such claimed "good reason" to
                       terminate as well as an opportunity to cure the
                       problem.

                       In the event of a termination without cause or
                       a resignation for good reason, Mr. Wilhelm is
                       entitled to receive a lump sum payment equal to
                       his base salary within 30 days following such
                       termination, continued health benefits for 1
                       year, and an amount equal to a pro-rated
                       portion of any earned annual bonus Mr. Wilhelm
                       would have received had he remained employed
                       through the entire year payable when such
                       bonuses are generally paid to other Company
                       executives but no later than two and one half
                       months after the end of the year in which the
                       bonus was earned.

Rights Upon            In the event of a termination without cause or
Termination by the     a resignation with good reason relating to a
Company without        change in control, Mr. Wilhelm will be entitled
"Cause"  or  by  Mr.   to receive a lump sum payment equal to 2.5
Wilhelm  with  "Good   times the sum of (i) base salary, plus (ii)
Reason" (during the    target annual bonus for the termination year,
30 days before or 2    plus (iii) the value of any other bonus that he
years after a change   could have earned during the termination
in control)            year. Mr. Wilhelm will also be entitled to
                       continued health coverage for 2 years.
Definition of Change   A "change in control" is defined generally to
in Control             cover transactions in which substantially all
                       the assets are disposed of or in which a person
                       or group other than the Company's original
                       named founders own more than 35% of the total
                       voting power of the Company. The definition
                       also includes certain reorganizations affecting
                       voting control and certain changes in the
                       composition of the Board of Directors.

Parachute Taxes        In the event Mr. Wilhelm will be subject to the
                       excise tax imposed by Section 4999 of the
                       Internal Revenue Code of 1986, as amended, then
                       Mr. Wilhelm will continue to be entitled to
                       receive additional payments from the Company.



Non-Competition   Mr. Wilhelm will be bound to observe certain
Provisions        non-competition covenants for 12 months
                  following (i) termination without cause or
                  resignation for good reason prior to a change
                  in control, or (ii) resignation without good
                  reason following a change in control. After a
                  change in control, the restrictive period for a
                  termination without cause or a resignation for
                  good reason is 24 months.

   (d) Exhibits

       Exhibit
        Number    Description of Exhibit

         10.1     Employment Agreement of Edward Wilhelm, dated as of March 30, 2009