**Exhibit 10.40**

**AMENDEDAND RESTATED EMPLOYMENT AGREEMENT**

This agreement is between Clayton Holdings,Inc., the parent of Clayton Fixed Income Services Inc. (formerly The MurrayhillCompany) (“Company”) and Kevin J. Kanouff (“Employee”), and shall be effectiveas of March 14, 2007 (the “Effective Date”). This agreement amends and restates in its entirety that certain Amendedand Restated Employment Agreement, dated May 24, 2004, between the Company andEmployee.

**1.             Appointment.** Employee shall serve in Company’s Denver, Colorado office as thePresident of Clayton Fixed Income Services Inc. or in such position(s) asCompany’s Chief Executive Officer or Board of Directors (“the Board”) shall intheir sole discretion designate from time to time.  Employee agrees to be a loyal employee of theCompany, and shall at all times faithfully and to the best of Employee’sabilities and experience, and in accordance with the standards and ethics ofthe business in which Company is engaged, perform all duties that may be requiredof Employee by this agreement, Company’s policies and procedures, and thedirectives of Company’s Board and Chief Executive Officer.

**2.             Compensation.**

**a.             Salary and Salary Review.** Employee’s starting base salary shall be $275,000 per year, payable inequal installments in accordance with Company’s standard payroll practice;provided, however, that Company may, in its sole discretion, adjust Employee**’**s base salary, as and when Company deems appropriate

**b.             Intentionally Omitted.**

**c.             Annual Bonus. **In the event that the Board of Directors determines,in its sole discretion, that Employee’s performance during anyfiscal year warrants payment of a bonus, the Board or its designee mayauthorize payment to Employee of an Annual Bonus.  In determining such Annual Bonus, the Boardor its designee will consider the actual and projected performance of theCompany, the Employee’s contribution to such performance, the compensation paidto presidents of other companies in the Company’s industry that are similar insize and profitability to the Company, and other factors that the Board shallin its sole judgment consider to bear on the Bonus. Such Annual Bonus shallpayable in a lump sum after the conclusion of the fiscal year for whichthe bonus is payable.

**d.             Intentionally Omitted.**

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**3.             Fringe benefits.**

**a.             Insurance. **Employee and Employee’s dependents shall be eligiblefor coverage under the group insurance plans made available from time to timeto Company’s executive and management employees, beginning on the EffectiveDate.  The premiums for the coverage ofEmployee and Employee’s dependents under that plan shall be paid pursuant tothe formula in place for other executive and management employees covered byCompany’s group insurance plans, excluding any life insurance or disabilityinsurance which are specifically provided for in this agreement.

**b.             Expenses.**Subject to Company’s policies andprocedures for the reimbursement of business expenses incurred by its executiveand management employees, Company shall reimburse Employee for all reasonableand necessary expenses incurred by Employee in connection with Employee’sperformance of Employee’s duties under this agreement provided that Companyshall in all cases have the right to require Employee to document, in a mannersatisfactory to Company, all expenses for which Employee seeks reimbursementunder this paragraph.

**c.             Miscellaneous benefits.** Employee shall receive all fringe benefits that the Company may fromtime to time make available generally to its executive and managementemployees.

**4.             Paid Time Off (“PTO”). **Employee shall earn up to twenty-six (26) days of PTOon an annual basis commencing January 1st of each calendar year. The PTO shallaccrue ratably at each Company payroll date. PTO does not accumulate from oneyear to the next and must be taken annually. Notwithstanding the precedingsentence, up to forty (40) hours of unused PTO may be carried over into thefollowing calendar year. Any accrued, unused PTO over the forty (40) hours willbe forfeited. If Employee’s employment terminates, Employee will be paid forall accrued, unused PTO for the year of termination at Employee’s then currentbase salary. PTO must be taken by Employee at such time or times as approved bythe Company.

**5.             Conflicting Activities.  **During the term of this agreement, Employee shall notengage in any activity that conflicts with, appears to conflict with, or isdetrimental or appears to be detrimental to Company’s best interests, asdetermined by Company in its sole discretion. It shall not be a violationof this Agreement for the Employee to: (A) serve on corporate, civic orcharitable boards or committees; (B) deliver lectures, fulfillspeaking engagements or teach at educational institutions; and (C) managepersonal investments; all so long as such activities do not significantlyinterfere with the performance of the Employee’s responsibilities as anemployee of the Company in accordance with this Agreement; and, in the case ofEmployee’s management of his personal investments, so long as all such personalinvestment management activities comply with the Company’s personal tradingpolicies and, otherwise, with applicable law.

**6.             Intentionally Omitted.**

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**7.             Source of Payments.** All payments to be made to Employee under this agreement shall be paidfrom Company’s general funds.  No specialor separate fund shall be established and no other segregation of assets shallbe made to assure payment.  Neither thisagreement nor any action taken hereunder shall be construed to create a trust ofany kind.  To the extent that any personhas any right to receive payments from Company under this agreement, that rightshall be no greater that the right of any unsecured creditor of Company.

**8.             Relationship Between thisAgreement and Other Company Publications. **Inthe event of any conflict between any term of this agreement and any Companypolicy, procedure, guideline or other publication applicable to employees ofCompany generally, the terms of this agreement shall control.

**9.             Term and Termination.**

**a.             T****erm. **Either the Company or Employee may terminate Employee’semployment and this Agreement at any time in accordance with this paragraph 9,for any or no reason, by providing written notice to the other. Upon theeffective date of such termination, Employee’s employment hereunder shallterminate for all purposes. Except as expressly provided herein or as may beprovided under any employee benefit plan, Employee shall not be entitled to anycompensation, bonus, termination pay, severance, notice pay, perquisites, orbenefits except those required to be paid under federal or state laws orregulations.

**b.             Termination by Consent. **This agreement may be terminated at any time by theparties’ mutual agreement, expressed in writing.

**c.             Termination by Employee.**

i.             Employee may terminate this agreement upon thirty days’prior written notice.

ii.            In the event of a material reductionof Employee’s duties or authority, a failure to pay or provide Employee’scompensation or benefits payable under this agreement, other than as permittedby this agreement, or any other material breach by the Company of thisAgreement, Employee shall have the right to terminate Employee’s employment andsuch termination shall be treated in all respects as if it had been atermination of employment by Company without cause pursuant to Section 9.d.below.

**d.             Termination by Company WithoutCause. **Company may in its sole discretionterminate this agreement at any time without cause.  If Company does so (or if Employee terminateshis employment pursuant to subparagraph 9.c.ii above), following Employee’sexecution of a legal release in a form satisfactory to Company in its solediscretion and drafted so as to ensure a final, complete and enforceablerelease of all claims that Employee has or may have against Company relating toor arising in any way from Employee’s employment with Company and/or thetermination thereof, 

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and complete and continuing confidentiality of Company’sproprietary information and trade secrets, the circumstances of Employee’sseparation from Company, and compensation received by Employee in connectionwith that separation, Company shall pay Employee severance compensation equalto 1/12 of Employee’s base salary under paragraph 2.a., above, payable monthlyfor the following 12 months, less legally required withholdings.  If Company terminatesthis agreement at any time without cause under this subparagraph (or ifEmployee terminates his employment pursuant to subparagraph 9.c.ii. above),Company pays Employee all salary and vacation compensation earned and unpaid asof the termination date, and offers to pay Employee severance compensation inthe amount and on the terms specified above, Company’s acts in doing so shallbe in complete accord and satisfaction of any claim that Employee has or may atany time have for compensation or payments of any kind from Company arisingfrom or relating in whole or part to Employee’s employment with Company and/orthis agreement.  Because this paragraphis intended to provide compensation to enable Employee to support himself inthe event of Employee’s loss of employment under certain circumstancesspecified herein, Employee’s right to severance pay under this subparagraphshall not be triggered by a Change in Control (defined below), unless suchChange in Control results in the Employee’s loss of Employment within ninemonths following the Change in Control event. A Change in Control shall be deemed to have occurred when anyindividual, entity, or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Securities Exchange Act of 1934, as amended), other than TMHCHoldings, Inc., TA Associates, Inc. or any investment funds affiliated with TAAssociates, Inc., acquires beneficial ownership of 50% or more of the combinedvoting power of the then-outstanding voting securities of the Company entitledto vote generally in the election of directors.

**e.             Termination by Company forCause. **Company may terminate this agreementeffective immediately, with Company’s only obligation being the payment ofsalary and accrued, unused vacation compensation earned as of the date oftermination and without liability for severance compensation of any kind,in the following situations: (i) any willful breach or violation byEmployee of this agreement, or any written policy, procedure or guideline ofthe Company if Employee fails to cure such violation within 30 days ofreceiving written notice of such violation; (ii) Employee engages inany of the following forms of misconduct: illegal use of any controlledsubstance; discriminatory or harassing behavior, whether or not illegal underfederal, state or local law; falsifying any financial statements or publiclydisclosed documents; or making any false or misleading statement relating toEmployee’s employment by Company; (iii) Employee fails to cure, within 30 daysof receiving written notice, any material injury to the economic or ethicalwelfare of Company caused by Employee’s malfeasance, misfeasance, misconduct orinattention to Employee’s duties and responsibilities under this agreement; (iv) theengaging by Employee in conduct involving moral turpitude that causesdemonstrable injury, monetarily or otherwise, to the Company, including, butnot limited to, misappropriation or conversion of assets of the Company (otherthan immaterial assets), theft or misuse of Company funds, or theft or materialmisuse of Company property; (v) the charging of Employee with, orconviction of or entry of a plea of *nolo contendere*to, a felony, or to a misdemeanor involving dishonesty or moral turpitude; or(vi) a material breach by Employee of this

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agreement by engaging in action inviolation of the restrictive covenants in this agreement; (vii) Employee’smisappropriation of a material business opportunity of the Company withoutCompany’s prior written approval (which may be withheld in Company’s solediscretion), including, without limitation, securing or attempting to securepersonal profit or other benefit in connection with any transaction enteredinto on behalf of Company. No act or failure to act by the Employee shall bedeemed “willful” if done, or omitted to be done, by him in good faith and withthe reasonable belief that his action or omission was in the best interest ofthe Company.

i.             If Employee is terminated for cause under thisagreement, Company, in addition to the remedies available to it under thisagreement, may also pursue any other legal remedies available to Company as aresult of Employee’s actions.

**f.              Terminationof Benefits.**  Employee’s eligibility to participate inCompany’s benefit and compensation plans shall terminate as of the date ofEmployee’s termination of employment for any reason, unless specificallyprovided otherwise under the terms of a particular benefit or compensation planor unless otherwise required by law.

**g.             PermanentDisability.**    If Employee is unable toengage in the activities required by Employee’s job by reason of any medicallydetermined physical or mental impairmentwhich haslasted or can be expected to last for a continuous period of not less than six(6) consecutive months, the Company or Employee may terminate Employee’semployment on written notice thereof. Employee shall receive or commencereceiving, as soon as practicable, accrued but unpaid base salary and suchpayments under applicable plans or programs to which he is entitled pursuant tothe terms of such plans or programs.

**h.             Death.**    TheEmployee’s employment shall terminate automatically upon the Employee’s deathduring the Employment Period.  In theevent of Employee’s death during the term of this agreement, Employee’s estateor designated beneficiaries shall receive or commence receiving, as soon aspracticable, accrued but unpaid base salary and such payments underapplicable plans or programs to which Employee’s estate or designatedbeneficiaries are entitled pursuant to the terms of such plans or programs.

**10.****                              ****Protection of TradeSecrets and Confidential Information**.

**a.             Definition of “ConfidentialInformation.”** “Confidential Information” means all nonpublicinformation  (whether in paper orelectronic form, or contained in Employee’s memory, or otherwise stored orrecorded) relating to or arising from Company’s business, including, withoutlimitation, trade secrets used, developed or acquired by Company in connectionwith its business.  Without limiting thegenerality of the foregoing, “Confidential Information” shall specificallyinclude all information concerning the manner and details of Company’soperation, organization and management; financial information and/or documentsand nonpublic policies, 

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procedures and otherprinted, written or electronic material generated or used in connection withCompany’s business; Company’s business plans and strategies, the identities ofCompany’s customers and the specific individual customer representatives withwhom Company works; the details of Company’s relationship with such customersand customer representatives; the identities of distributors, contractors andvendors utilized in Company’s business; the details of Company’s relationshipswith such distributors, contractors and vendors; the nature of fees and chargesmade to Company’s customers; nonpublic forms, contracts and other documentsused in Company’s business; all information concerning Company’s employees, agentsand contractors, including without limitation such persons’ compensation,benefits, skills, abilities, experience, knowledge and shortcomings, if any;and all other information concerning Company’s concepts, prospects, customers,employees, agents, contractors, earnings, products, services, equipment,systems, and/or prospective and executed contracts and other businessarrangements.  “Confidential Information”does not include information that is in the public domain through no wrongfulact on the part of Employee.

**b.             Employee’s Use of ConfidentialInformation.**  Except inconnection with and in furtherance of Employee’s work on the Company’s behalf,Employee shall not, without Company’s prior written consent, at any time,directly or indirectly: (i) use any Confidential Information for any purpose;or (ii) disclose or otherwise communicate any Confidential Information to anyperson or entity; or (iii) accept or participate in any employment, consultingengagement or other business opportunity that inevitably will result in thedisclosure or use of any Confidential Information.

**c.             Acknowledgments.**   Employee acknowledges that during hisemployment with Company, Employee has had and will continue to have access toConfidential Information, all of which was made accessible to Employee only instrict confidence; that unauthorized disclosure of Confidential Informationwill damage Company’s business; that Confidential Information would besusceptible to immediate competitive application by a competitor of Company’s;that Company’s business is substantially dependent on access to and thecontinuing secrecy of Confidential Information; that Confidential Informationis novel, unique to Company and known only to Employee, Company and certain keyemployees and contractors of Company; that Company shall at all times retainownership and control of all Confidential Information; and that therestrictions contained in this agreement are reasonable and necessary for theprotection of Company’s legitimate business interests.

**d.             Records Containing ConfidentialInformation.**  “ConfidentialRecords” means all documents and other records, whether in paper, electronic orother form, that contain or reflect any Confidential Information.  All Confidential Records prepared by or providedto Employee are and shall remain Company property.  Except in connection with and in furtheranceof Employee’s work on Company’s behalf or with Company’s prior written consent,Employee shall not, at any time, directly or indirectly: (i) copy or use anyConfidential Record for any purpose; or (ii) show, give, sell, disclose 

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or otherwise communicateany Confidential Record or the contents of any Confidential Record to anyperson or entity.  Upon the terminationof Employee’s employment with Company or at any time upon Company’s request,Employee shall immediately deliver to Company (and shall not keep in Employee’spossession or deliver to any other person or entity) all Confidential Recordsand all other Company property in Employee’s possession or control.  This agreement shall not prohibit Employeefrom complying with any subpoena or court order, provided that Employee shallat the earliest practicable date provide a copy of the subpoena or court orderto Company’s Chief Executive Officer, it being the parties’ intention to giveCompany a fair opportunity to take appropriate steps to prevent the unnecessaryand/or improper use or disclosure of Confidential Information and ConfidentialRecords, as determined by Company in its sole discretion.

**e.             Third-Parties’ ConfidentialInformation.**  Employeeacknowledges that, during his employment, Company has received from thirdparties confidential or proprietary information, and that Company must maintainthe confidentiality of such information and use it only for authorizedpurposes.  Employee shall not use ordisclose any such information without prior written authorization from Companyor the third party to whom the information belongs.

**11.          Unfair Competition**.

**a.**             **Covenants. **During Employee’s employment with Company(whether pursuant to this agreement or otherwise) and for a two-year periodafter the conclusion of that employment for any reason (the “NoncompetitionPeriod”), Employee shall not, directly or indirectly, as an officer, director,employee, consultant, owner, shareholder, adviser, joint venturer, orotherwise, compete with Clayton Fixed Income Services Inc. (“CFIS”) anywhere inthe world in respect of: (i) (a) the tracking, monitoring, reporting on, and/oradvising on the performance of mortgage- and/or asset-backed securities, and/orthe servicing thereof, for third parties on a fee-for-service basis; and/or (b)the accounting, reconciliation and/or resolving of discrepancies betweenservicers, master servicers, trustees, and/or other transaction fiduciaries, ortheir reports; (c) the provision of securities or other asset valuation or “markto market” services for owners of investment portfolios on a fee for servicebasis; and (d) accounting and reconciliation of all cash-flow-related aspectsof asset-backed and/or mortgage-backed securitizations; or (ii) any other lineof business in which CFIS was engaged at any time during Employee’s employmentwith Company; or (iii) any other line of business into which CFIS, duringEmployee’s employment with Company, formed an intention to enter during theNoncompetition Period, and which Company’s Board has disclosed to Employee inwriting within ten (10) days following the termination of Employee’s employmentwith Company.  This covenant shall notprohibit Employee from owning less than two percent of the securities of anycompetitor of CFIS, if such securities are publicly traded on a nationallyrecognized stock exchange or over-the-counter market.

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**b.**             **Acknowledgments.**  Employee acknowledges that the foregoing geographicrestriction on competition is fair and reasonable, given the nature andgeographic scope of the business operations of CFIS and the nature of Employee’sposition with Company.  Employee alsoacknowledges that while employed by Company, Employee will have access toinformation that would be valuable or useful to the competitors of CFIS, andtherefore acknowledges that the foregoing restrictions on Employee’s futureemployment and business activities are fair and reasonable.  Employee acknowledges and is prepared for thepossibility that Employee’s standard of living may be reduced during theNoncompetition Period, and assumes and accepts any risk associated with thatpossibility.

**c.**             **Acknowledgmentsof Law.**  Employee acknowledgesthe following provisions of Colorado law, set forth in Colorado RevisedStatutes § 8-2-113(2):

Any covenant notto compete which restricts the right of any person to receive compensation forperformance of skilled or unskilled labor for any employer shall be void, butthis subsection (2) shall not apply to:

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(b)          Any contract for the protection oftrade secrets;

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(d)          Executive and management personnel andofficers and employees who constitute professional staff to executive andmanagement personnel.

Employee acknowledgesthat this agreement is a contract for the protection of trade secrets withinthe meaning of § 8-2-113(2)(b) and is intended to protect the ConfidentialInformation and Confidential Records identified above and that Employee is anexecutive or manager, or professional staff to an executive or manager, withinthe meaning of § 8-2-113(2)(d).

**12.          Non-Solicitation. **During Employee’s employment with Company and for atwo-year period following the conclusion of that employment for any reason,Employee shall not without Company’s prior written consent, directly orindirectly:

(a)            cause or attempt to cause anyemployee, agent or contractor of  CFIS toterminate his or her employment, agency or contractor relationship with CFIS;or interfere or attempt to interfere with the relationship between CFIS and anyemployee, agent or contractor; or hire or attempt to hire any employee, agentor contractor of  CFIS; or conductbusiness of any kind with any CFIS employee, agent or contractor.

(b)           solicit business from or conductbusiness with any customer or client served by CFIS at any point duringEmployee’s employment with Company; or solicit business from or conduct anybusiness with any person or entity that was, during Employee’s employment withCompany, solicited or identified as a business prospect 

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by Employee or any other CFIS employee, agent or consultant;or interfere or attempt to interfere with any transaction, agreement,prospective agreement, business opportunity or business relationship in whichCFIS was involved at any point during Employee’s employment with Company.

**13.          Indemnification.**

(a)           To the fullest extent permitted bythe indemnification provisions of the articles of incorporation and bylaws ofthe Company in effect as of the date of this agreement and the indemnificationprovisions of the corporation statute of the jurisdiction of the Company’sincorporation in effect from time to time (collectively, the “IndemnificationProvisions”), and in each case subject to the conditions hereof, the Companyshall (i) indemnify Employee, as an officer (and, if applicable, adirector) of the Company or a subsidiary of the Company or a trustee orfiduciary of an employee benefit plan of the Company or a subsidiary of theCompany, or, if Employee shall be serving in such capacity at the Company’swritten request, as a director or officer of any other corporation (other thana subsidiary of the Company) or as a trustee or fiduciary of an employeebenefit plan not sponsored by the Company or a subsidiary of the Company, againstall liabilities and reasonable expenses that may be incurred by Employee in anythreatened, pending, or completed action, suit or proceeding, whether civil,criminal or administrative, or investigative and whether formal or informal,because Employee is or was a director or officer of the Company, a director orofficer of such other corporation or a trustee or fiduciary of such employeebenefit plan, and against which Employee may be indemnified by the Company, and(ii) pay for or reimburse the reasonable expenses incurred by Employee inthe defense of any proceeding to which Employee is a party because Employee isor was a director or officer of the Company, a director or officer of suchother corporation or a trustee or fiduciary of such employee benefit plan.  Company shall have the right to defendEmployee in any such action, suit or proceeding which may give rise to Company’sindemnification or expense reimbursement obligations hereunder.

(b)            **IndemnificationLimitations and Procedures**.

(i)            Such indemnification is subject to:

(A)         the indemnifying party promptlyreceiving written notice that a claim or liability has been asserted orthreatened (“Notice of Claim”); and

(B)          the indemnified party providingreasonable cooperation and assistance in the defense or settlement of a claim;and

(C)          the indemnifying party being affordedthe opportunity to have the sole control over the defense or settlement of suchclaim or liability.

(ii)          Unless within ten days after receivingthe Notice of Claim, the indemnifying party notifies in writing the indemnifiedparty of its intent to defend against such claim or liability, the indemnifiedparty may defend, settle and/or 

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compromise any such claim or liability, and beindemnified for all losses resulting from such defense, settlement and/orcompromise.  Any indemnified party alsomay participate in such defense at its own cost and expense.

(iii)         Such indemnification shall continue asto the Employee during the Employment Period and for ten years from the Date ofTermination with respect to acts or omissions which occurred prior to hiscessation of employment with the Company. The Company shall advance to the Employee all costs and expensesincurred by him in connection with any proceeding covered by this provision within20 calendar days after receipt by the Company of a written request for suchadvance.  Such request shall include anundertaking by the Employee to repay the amount of such advance if it shallultimately be determined that he is not entitled to be indemnified against suchcosts and expenses.

**14.          Successors****and****Assigns****.** Company, its successors and assigns may in their sole discretion assignthis agreement to any person or entity, with or without Employee’sconsent.  This agreement thereafter shallbind, and inure to the benefit of, Company’s successor or assign.  Employee shall not assign either thisagreement or any right or obligation arising thereunder.

**15.          Disputes. **Any action arising from or relating any way to thisagreement, or otherwise arising from or relating to Employee’s employment withCompany, shall be tried only in the state or federal courts situated in Denver,Colorado.  The parties consent tojurisdiction and venue in those courts to the greatest extent possible underlaw.

**16.          Miscellaneous.**

**a.             Independent Covenants.**    Employee acknowledges that on July 7, 2003he signed a Agreement for the Protection of Trade Secrets (“Trade SecretsAgreement”), that the terms and conditions of that Agreement, with theexception of the first “wherefore” clause, are still in full force and effectand are not integrated with or superseded by this Agreement, and thatparagraphs 10, 11 and 12 of this Agreement supplement rather than supersede theprovisions of the Trade Secrets Agreement. To the extent that any conflict exists between the Trade SecretAgreement and the above paragraphs 10 11, and/or 12, the provision(s) providingfor the greatest protection for the Company shall control.  Employee’s covenants in paragraphs 10, 11,and 12 of this agreement and the Trade Secrets Agreement are independentcovenants.  The existence of any claim(s)by Employee against Company under this agreement or otherwise shall not excuseEmployee’s breach of any covenant contained in paragraphs 10, 11, and/or12.  If Employee’s employment withCompany expires or is terminated for any reason, this agreement shall continuein full force and effect as necessary or appropriate to enforce Employee’sobligations under paragraphs 10, 11, and/or 12.

**b.             Injunctive Relief and Other Remedies.**  Employee acknowledges that any breach orthreatened breach of paragraphs 10, 11, and/or 12 of this agreement 

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would cause irreparable injury toCompany, and that an award of monetary damages to Company for such breach orthreatened breach would be an inadequate remedy. Consequently, in addition toany other rights or remedies Company may have at law or in equity, Companyshall be entitled to obtain injunctive relief, to prevent or restrain any suchbreach or threatened breach or otherwise to specifically enforce the provisionsof paragraphs 10, 11, and/or 12.

**c.             Governing Law.** This agreement,and all other disputes or issues arising from or relating in any way to Company’srelationship with Employee, shall be governed by the internal laws of the Stateof Colorado, irrespective of the choice of law rules of any jurisdiction.

**d.             Venue andJurisdiction.**  Any action or proceedings seeking to enforceor interpret any provision of this agreement may be brought against eitherparty in the state courts located in the city and county of Denver, Colorado,or in the federal courts there located provided such federal court has subjectmatter jurisdiction over such action or proceedings.  Each party consents to the venue andjurisdiction of such courts (and of appropriate appellate courts) in any suchaction or proceeding, waives any objection to venue laid therein and waives anyclaim or defense it may have that any such proceedings in any such courtconstitute an inconvenient forum, and agrees that venue shall not be proper inany other court.

**e.             Withholdings. **All payments made or payable underthis agreement shall be subject to customary or legally required withholdingsand any setoffs necessary to satisfy any debt owed by Employee to Company.

**f.              Severability.** If any court of competent jurisdiction declares anyprovision of this agreement invalid or unenforceable, the remainder of theagreement shall remain fully enforceable. To the extent that any court concludes that any provision of thisagreement is void or voidable, the court shall reform such provision(s) torender the provision(s) enforceable, but only to the extent absolutelynecessary to render the provision(s) enforceable.

**g.             Integration. **Except as provided in paragraph16.a. above, this agreement constitutes the entire agreement of the parties anda complete merger of prior negotiations and agreements and, except as providedin the preceding subparagraph, shall not be modified by word or deed, except ina writing signed by Employee and Company’s Chief Executive Officer and approvedby the Board of Directors.

**h.             Waiver.** No provision ofthis agreement shall be deemed waived, nor shall there be an estoppel againstthe enforcement of any such provision, except by a writing signed by the partycharged with the waiver or estoppel**. **No waiver shall be deemedcontinuing unless specifically stated therein, and the written waiver shalloperate only as to the specific term or condition waived, and not for thefuture or as to any act other than that specifically waived.

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**i.              Construction.** Headings inthis agreement are for convenience only and shall not control the meaning ofthis agreement.  Whenever applicable,masculine and neutral pronouns shall equally apply to the feminine genders; thesingular shall include the plural and the plural shall include thesingular.  The parties have reviewed andunderstand this agreement, and each has had a full opportunity to negotiate theagreement’s terms and to consult with counsel of their own choosing.  Therefore, the parties expressly waive allapplicable common law and statutory rules of construction that any provision ofthis agreement should be construed against the agreement’s drafter, and agreethat this agreement and all amendments thereto shall be construed as a whole,according to the fair meaning of the language used.

**j.              Counterparts.** This agreement may be executed in one or more counterparts, each ofwhich shall be deemed to be an original of this agreement and all of which,when taken together, shall be deemed to constitute one and the same agreement.

[SIGNATURESFOLLOW]

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|                      |                    |   |                    |                           |
|----------------------|-------------------------|--------|-------------------------|--------------------------------|
| Employee:            |                    |   | Company:                |                           |
|                 |                    |   |                    |
|                 |                    |   |                    |
| /s/ KEVIN J. KANOUFF |                    | By:    | /s/ FREDERICK C. HERBST |
|                 |                    |   |                    |                           |
|                 |                    |   |                    |                           |
| Print Name:          |  KEVIN J.  KANOUFF |   | Print Name:             |  FREDERICK C.  HERBST     |
|                 |                    |   |                    |                           |
|                 |                    |   |                    |                           |
| Date:                |  MARCH 23,  2007   |   | As its:                 |  CHIEF  FINANCIAL OFFICER |
|                 |                    |   |                    |                           |
|                 |                    |   |                    |                           |
|                 |                    |   | Date:                   |  MARCH 23,  2007          |
|                      |                         |        |                         |                                |  |  |  |  |  |  |  |

 

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