Each Agreement supersedes all prior compensation arrangements with the applicable officer. The compensation paid under the Agreements remains substantially unchanged from the prior arrangements, except that: (i) with respect to Mr. Stern and Mr. Jebsen, the equity distributions included under the Agreements have been revised, (ii) with respect to Mr. Jebsen and Dr. Klein, the bonus structure has been changed from a fixed fee to a success-based bonus payment, and (iii) Dr. Klein's base salary has increased to reflect his transition from part-time to full-time employment.

Pursuant to Mr. Stern's Agreement, he will continue to receive as compensation (i) an annual base salary of $300,000, (ii) an annual cash bonus of 50% of his base salary, based on 100% achievement of annual goals (with no cap on the bonus for greater than 100% achievement of goals), (iii) a fixed monthly automobile allowance of $800, (iv) a fixed payment to Mr. Stern's company, IFEM Management Consultants, Inc., of $2,500 per month for secretarial and related office support, and (v) participation in medical insurance, dental insurance, and other benefit plans on the same basis as the Company's other officers, or, in lieu of such participation, a payment equal to the Company's cost of providing medical and dental insurance to Mr. Stern. In addition to the foregoing, Mr. Stern was entitled to receive upon executing the Agreement 100,000 shares of restricted common stock of the Company, vesting quarterly over a three-year period, and he will now receive an annual grant of 16,800 shares of restricted common stock of the Company, vesting monthly over a 12-month period, which represents an increase of 3,800 shares annually from the prior agreement.

Pursuant to Mr. Jebsen's Agreement, he will continue to receive as compensation (i) an annual base salary of $210,000, (ii) a fixed monthly automobile allowance of $800, and (iii) participation in medical insurance, dental insurance, and other benefit plans on the same basis as the Company's other officers. Under the new Agreement, Mr. Jebsen will now receive an annual cash bonus consisting of 50% of his base salary, based on 100% achievement of annual goals (with no cap on the bonus for greater than 100% achievement of goals). In addition to the foregoing, Mr. Jebsen will now receive annual grants totaling 8,600 shares of restricted common stock of the Company, vesting over a 12-month period, of which 3,600 shares will only vest so long as he continues serving as the Company's Corporate Secretary. These awards of restricted stock replace awards of stock options that were provided under Mr. Jebsen's prior agreement.

Pursuant to Dr. Klein's Agreement, he will now receive an annual base salary of $240,000, which represents an increase of $55,000 from his prior base salary. He will also now receive an annual cash bonus of 50% of his base salary, based on 100% achievement of annual goals (with no cap on the bonus for greater than 100% achievement of goals). Dr. Klein will continue to receive as compensation (i) an annual grant of 7,500 shares of restricted common stock of the Company, vesting monthly over a 12-month period, (ii) a fixed monthly automobile allowance of $800, and (iii) participation in medical insurance, dental insurance, and other benefit plans on the same basis as the Company's other officers. In addition to the foregoing, Dr. Klein was entitled to receive upon executing the Agreement an immediately vested option to purchase 40,000 shares of the Company's common stock.

Each Agreement (i) is effective for a one-year term, and automatically renews for additional one-year terms, unless the Agreement is terminated in advance of renewal or either party gives notice at least 90 days prior to the end of the then current term of an intention not to renew, and (ii) provides that the Company will indemnify the applicable officer against any adverse tax consequences in connection with the Agreement or any prior employment agreement that may result from any non-compliance with Section 409A ("Section 409A") of the Internal Revenue Code of 1986, as amended.   

In addition, each Agreement provides that if the applicable officer is terminated without cause, if the officer terminates his employment for good reason, or if the Company elects not to renew the Agreement, the officer would be entitled to receive (i) one-year of base salary, (ii) an amount equal to the annual bonus that the officer would have received had 100% of goals been achieved, (iii) one-year of COBRA reimbursements or benefits payments, as applicable, and (iv) in the case of Mr. Stern, an additional payment of $40,000. Each officer's entitlement to these payments is conditioned upon his execution of a release of claims.

Mr. Stern's Agreement also provides that if he is terminated as an officer for any reason, he shall be deemed to have resigned from the Company's Board of Directors, effective as of the date of his termination as an officer. If such termination as an officer was without cause, was by Mr. Stern for good reason, or was as a result of the Company electing not to renew the Agreement, he would be entitled to receive an additional payment of $200,000 upon ceasing to serve on the Company's Board of Directors. This replaces a provision of Mr. Stern's prior agreement that entitled him to receive $200,000 in cash and 6,667 shares of common stock upon ceasing to be a director for any reason prior to expiration of the prior agreement.