**4. Place of Employment.**Executive acknowledges that the Company’s offices and headquarters arecurrently located in the County of Montgomery, State of Maryland and that shall be the initial siteof Executive’s employment.**5. Other Employment Policies.**The employment relationship between the parties shall also begoverned by the general employment policies and practices of the Company, including those relatingto protection of confidential information and assignment of inventions, except that when the termsof this Agreement differ from or are in conflict with the Company’s general employment policies orpractices, this Agreement shall control.**6. Compensation.****6.1 Base Salary.**Executive shall receive an annual base salary of Two Hundred and TwoThousand, Five Hundred and Thirty Seven U.S. Dollars (US $202,537) (the “***Base Salary***”), subject tostandard federal and state payroll withholding requirements. The Base Salary shall be payable inequal periodic installments which are not less than on a monthly basis. The Company will review andmay adjust the Base Salary from time to time, usually annually.**6.2 Bonus.**Executive shall be eligible to receive an annual bonus in such amount as shall bedetermined in the sole discretion of the Company’s Board and CEO.**6.3 Life Insurance.**The Company will reimburse Executive for 2/3rds of his annual term lifeinsurance premium, which premium shall be: (i) for term life insurance coverage not to exceed twotimes his annual Base Salary, and (ii) reasonable and mutually agreeable.**7. Stock.****7.1 Stock Options.**To date, Executive has been granted options (the “***Options***”) to purchase350,000 shares of the Company’s common stock pursuant to the Company’s Amended and Restated 2000Stock Option and Incentive Plan (“***Plan***”). Additionally, and from time to time at the solediscretion of the Company’s Board, the Company may make additional stock option awards to Executive(the “***Additional Options***”). Subject to the provisions below regarding accelerated vesting ofoption grants, the specific terms and conditions of the Option and any Additional Options will beas set forth in the Plan, and any stock option agreement between Executive and the Company.**7.2 Acceleration Clause for Stock Option Vesting.****(a) **In the event of a Change of Control event as is set forth under Section 12.1 of thisAgreement, Executive’s Options and any Additional Options shall be immediately vested and becomeexercisable in full. Additionally, and without in any way limiting the foregoing, Executive’sOptions and any Additional Options will also become immediately vested and become exercisable infull in the event of a “***Change of Control***” (or any similar term provided for in the ApplicablePlan) as defined under the terms of the equity plan (the “***Applicable Plan***”) pursuant to which suchoption was granted.
 
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**(b) **In the event Executive is terminated from employment with the Company without Cause bythe existing CEO, the Options and any Additional Options shall vest only with respect to theportion of the Options and any Additional Options that otherwise would have vested during thecalendar year in which Executive’s termination from employment occurs had Executive not beenterminated.**(c) **In the event that Executive is terminated without Cause from employment with the Companyby a new CEO, the Options and any Additional Options shall immediately vest and become exercisablein full.**8. Benefits.**Executive shall be entitled to (i) participate in and receive all standard employeebenefits under applicable Company welfare benefits plans and programs (if and when such benefitsare established by the Company) to the same extent as other senior executives of the Company; (ii)participate in all applicable incentive plans, including stock option, stock, bonus, savings andretirement plans provided by the Company (if and when such plans are established by the Company),which are offered to senior executive officers in the Company (provided, however,that the Company is not obligated to award any particular type or amount of equity to Executive);(iii) receive such perquisites as the Company may establish from time to time which are commiseratewith Executive’s position and comparable to those received by other senior executives of theCompany; (iv) paid vacation of at least three (3) weeks per annum; and (v) holidays, leaves ofabsence and leaves for illness and temporary disability in accordance with the policies of theCompany and federal, state and local law.**9. Outside Activities.****9.1 Other Employment/Enterprise.**Except with the prior written consent of the Company’sBoard, Executive will not, while employed by the Company undertake or engage in any otheremployment, occupation or business enterprise, other than ones in which Executive is a passiveinvestor. Executive may engage in civic and not-for-profit activities or serve as a member of anot-for-profit or for-profit board of directors so long as such activities do not materiallyinterfere or conflict with the performance of his duties hereunder.**9.2 Conflicting Interests.**Except as permitted by Section 9.3, while employed by the Company,Executive agrees not to acquire, assume or participate in, directly or indirectly, any position,investment or interest known by him to be adverse or antagonistic to the Company, its business orprospects, financial or otherwise.**9.3 Competing Enterprises.**While employed by the Company, except on behalf of the Company,Executive will not directly or indirectly, whether as an officer, director, stockholder, partner,proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, becomefinancially interested in, be employed by or have any business connection with any other person,corporation, firm, partnership or other entity whatsoever which were known by him to competedirectly with the Company, throughout the world, in any line of business engaged in (or planned tobe engaged in) by the Company; provided, however, that anything above to the contrarynotwithstanding, he may own, as a passive investor, securities of any public competitorcorporation, so long as his direct holdings in any one suchcorporation shall not in the aggregate constitute more than 1% of the voting stock of suchcorporation.
 
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**10. Proprietary Information, Nonsolicitation, Noncompetition and Inventions Assignment obligations.**As a condition of employment, Executive agrees to abide by the Proprietary Information,Nonsolicitation, Noncompetition and Inventions Assignment Agreement previously entered into onApril 18, 2005.**11. Former Employment.****11.1 No Conflict With Existing Obligations.**Executive represents that his performance of allthe terms of this Agreement and as an employee of the Company does not and will not breach anyagreement or obligation of any kind made prior to his employment by the Company, includingagreements or obligations he may have with prior employers or entities for which he has providedservices. Executive has not entered into, and agrees he will not enter into, any agreement orobligation either written or oral in conflict herewith.**11.2 No Disclosure of Confidential Information.**If, in spite of the second sentence ofSection 11.1, Executive should find that confidential information belonging to any former employermight be usable in connection with the Company’s business, Executive will not intentionallydisclose to the Company or use on behalf of the Company any confidential information belonging toany of Executive’s former employers (except in accordance with agreements between the Company andany such former employer); but during Executive’s employment by the Company he will use in theperformance of his duties all information which is generally known and used by persons withtraining and experience comparable to his own and all information which is common knowledge in theindustry or otherwise legally in the public domain.**12. Change of Control.****12.1 Definition.**“***Change of Control***” shall be deemed to occur upon any of the followingevents:**(a)**the dissolution or liquidation of the Company;**(b) **the sale of all or substantially all of the assets of the Company to an unrelated personor entity;**(c) **a merger, reorganization or consolidation in which the holders of the Company’soutstanding voting power immediately prior to such transaction do not own a majority of theoutstanding voting power of the surviving or resulting entity, or its parent corporation,immediately upon completion of such transaction;**(d)**the sale of all of the capital stock of the Company to an unrelated person or entity;
 
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**(e) **if any individual, firm, corporation, or other entity, or any group (as defined in §13(d) of the Securities Exchange Act of 1934, as amended (the “***Exchange Act***”)),other than (1) a trustee or other fiduciary holding securities of the Company under anemployee benefit plan of the Company or (2) Executive, becomes the “beneficial owner” (as definedin Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Companyrepresenting 50% or more of (A) the outstanding shares of common stock of the Company, or (B) thecombined voting power of the Company’s then-outstanding securities entitled to vote generally inthe election of directors; or**(f) **any other transaction in which the owners of the Company’s outstanding voting power priorto such transaction do not own at least a majority of the outstanding voting power of the relevantentity after the transaction, in each case, regardless of the form thereof.**12.2 Severance.****(a) **In the event Executive voluntarily terminates his employment for any reason within 12months after a Change of Control event, as defined in Section 12.1, then the Company shall provideExecutive with the severance payments and benefits described in Section 12.2(b) below, less anyapplicable federal and state taxes and withholdings. To receive any severance pay and benefitshereunder (other than Accrued Compensation, as defined below), Executive shall first be requiredto execute and deliver to the Company a valid and fully effective general waiver and release ofany claims against the Company, its affiliates, officers, directors, agents and employees in aform satisfactory to the Company within the consideration period set forth in the waiver andrelease, which period shall not exceed forty-five (45) days after the effective date of histermination from employment (the “***General Release***”). The date upon which the General Release isexecuted and delivered to the Company, and can no longer be revoked, is referred to as a the“***Release Effective Date***.”**(b) **Severance pay and benefits pursuant to 12.2(a) shall include and be calculated asfollows:**(i) **The Company shall continue to pay Executive’s Base Salary in effect on the date of histermination from employment for a period of twelve (12) calendar months (“***Severance Period***”).These payments shall occur on the first day of each calendar month, beginning with the firstcalendar month after the Release Effective Date.**(ii) **To the extent that Executive is eligible for and timely elects continuation of healthbenefits for himself and/or his eligible dependents under the Company’s group health plans pursuantto COBRA or any analogous state or local law, the Company shall pay or reimburse Executive for theamount of any insurance premiums for such continuation coverage during the Severance Period, butthese payments shall be limited to the amount of the premiums being paid by the Company forExecutive’s coverage immediately prior to the date of his termination from employment.**(c) **By no later than two weeks after the date of Executive’s termination from employmentunder this Section (or earlier if required by applicable law or the Company’s policies), theCompany shall pay to Executive any Accrued Compensation. “***Accrued Compensation***” shall mean anyBase Salary owed to Executive for services performed before the date of his termination fromemployment, any bonuses earned, if any, for bonus periods thathave concluded prior to the date of his termination (and not including bonuses for the periodin which Executive’s termination occurs, unless otherwise provided by the Company in itsdiscretion), or any unused vacation or personal time in accordance with the applicable policies ofthe Company.
 
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**13. Termination.**The parties acknowledge that Executive’s employment with the Company is at-will.The provisions of Sections 13.1 through 13.6 govern the amount of compensation, if any, and noticeto be provided to Executive upon termination of employment in circumstances other than thosegoverned by Section 12 above and do not alter this at-will status.**13.1 Termination by the Company Without Cause.****(a) **The Company shall have the right to terminate Executive’s employment with the Company atany time without Cause (as that term is defined in Section 13.2) by giving notice as described inSection 13.6 of this Agreement. Termination on account of Executive’s death or inability toperform his duties shall be governed by Section 13.4 below.**(b) **In the event Executive’s employment is terminated without Cause, he shall receive anyAccrued Compensation, and shall be entitled to receive severance pay and benefits under the termsof Section 12.2 above, provided, however, that any installments of severance paythat remain to be paid to Executive by March 15 of the calendar year following the year in whichExecutive terminates employment shall be accelerated and paid in full on such date.**13.2 Termination by Company for Cause.****(a) **The Company, by action of its Board, may terminate Executive’s employment under thisAgreement for Cause at any time by giving notice as described in Section 13.6 of this Agreement.**(b) **“***Cause***” for termination means: (i) refusal, failure or neglect to perform the materialduties of his employment under this Agreement (other than by reason of Executive’s physical ormental illness or impairment); (ii) willful dishonesty, fraud, embezzlement or misconduct withrespect to the business or affairs of the Company; (iii) indictment or conviction of a felony orof any crime involving dishonesty or moral turpitude; or (iv) Executive’s refusal to abide by orcomply with the directives of the Board or Chief Executive Officer, so long as those directivesare lawful and ethical.**(c) **In the event Executive’s employment is terminated at any time with Cause, he will notreceive any severance pay or benefits under Section 12.2 or otherwise, or any additionalcompensation other than his Accrued Compensation, if any.**13.3 Voluntary Termination By Executive.****(a) **Executive may voluntarily terminate his employment with the Company at any time by givingnotice as described in Section 13.6.**(b) **In the event Executive voluntarily terminates his employment (other than after a Changeof Control event), he will not receive any severance pay or benefits under Section 12.2 orotherwise, or any additional compensation other than his Accrued Compensation, if any.
 
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**13.4 Termination for Inability to Regularly Perform Duties.****(a) **This Agreement shall terminate automatically in the event of Executive’s death. TheCompany may terminate Executive’s employment in the event of the his illness, disability or otherincapacity in such a manner that Executive is rendered unable regularly to perform his dutieshereunder for more than either ninety (90) consecutive days or more than a total of one hundredtwenty (120) days in any consecutive twelve (12) month period, unless otherwise prohibited by anyapplicable federal, state, or local law or ordinance.**(b) **The determination regarding whether Executive is unable regularly to perform his dutiesunder (a) above shall be made by a doctor mutually acceptable to Executive and the Company.Executive’s inability to be physically present on the Company’s premises shall not constitute apresumption that Executive is unable to perform such duties.**13.5 Non-renewal of the Agreement.**Non-renewal of this Agreement initiated by the Company inaccordance with Section 2 above resulting in the termination of Executive’s employment by theCompany, or resulting in Executive’s demotion, shall be deemed a termination of Executive’semployment without Cause and Executive shall be entitled to receive severance pay and benefitsunder the terms of Section 12.2, provided, however, that any installments ofseverance pay that remain to be paid to Executive by March 15 of the calendar year following theyear in which Executive terminates employment shall be accelerated and paid in full on such date.If Executive initiates a non-renewal of this Agreement in accordance with Section 2 above, he shallnot be entitled to any severance pay or benefits from the Company.**13.6 Notice; Effective Date of Termination.**Termination of Executive’s employment pursuant tothis Agreement shall be effective on the earliest of:**(a) **thirty (30) days after Executive, for any reason, gives written notice to the Company ofhis termination;**(b) **thirty (30) days after the Company, without Cause, gives written notice to Executive ofhis termination, including for his inability to perform services; Executive will receivecompensation through the 30-day notice period. However, the Company reserves the right to requirethat Executive not perform any services or report to work during the 30-day notice period;**(c) **immediately upon the Company giving written notice to Executive of his termination forCause.Any notices provided hereunder must be in writing and shall be deemed effective upon the earlier ofpersonal delivery (including personal delivery by hand, telecopier, or telex) or the third dayafter mailing by first class mail, to the Company at its primary office location and to Executiveat his address as listed on the Company payroll.
 
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**14. Application of Section 409A.**Notwithstanding anything to the contrary set forth herein, anypayments and benefits provided under this Agreement that constitute “deferred compensation” withinthe meaning of Section 409A of the Code, and the regulations and other guidance thereunder and anystate law of similar effect (collectively “***Section 409A***”) shall not commence in connection withExecutive’s termination of employment unless and until Executive has also incurred a “separationfrom service” (as such term is defined in Treasury Regulation Section 1.409A-1(h) (“***Separation FromService***”), unless the Company reasonably determines that such amounts may be provided to Executivewithout causing him to incur the additional 20% tax under Section 409A.It is intended that each installment of severance pay provided for in this Agreement is a separate“payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2)(i). For the avoidance ofdoubt, it is intended that payments of severance set forth in this Agreement satisfy, to thegreatest extent possible, the exemptions from the application of Section 409A provided underTreasury Regulation Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if theCompany (or, if applicable, the successor entity thereto) determines that any payments constitute“deferred compensation” under Section 409A and Executive is, on the termination of service, a“specified employee” of the Company or any successor entity thereto, as such term is defined inSection 409A(a)(2)(B)(i) of the Code, then, solely to the extent necessary to avoid the incurrenceof the adverse personal tax consequences under Section 409A, the timing of the severance paymentsshall be delayed until the earlier to occur of: (i) the date that is six months and one day afterExecutive’s Separation From Service, or (ii) the date of Executive’s death (such applicable date,the “***Specified Employee Initial Payment Date***”). On the Specified Employee Initial Payment Date,the Company (or the successor entity thereto, as applicable) shall (A) pay to Executive a lump sumamount equal to the sum of the severance payments that Executive would otherwise have receivedthrough the Specified Employee Initial Payment Date if the commencement of the severance paymentshad not been so delayed pursuant to this Section and (B) commence paying the balance of theseverance pay in accordance with the applicable payment schedules set forth in this Agreement.The Company’s obligations to make any reimbursements or provide in-kind benefits to Executiveshall be subject to the following restrictions: (a) Executive must provide documentation of anyreimbursable expenses in accordance with the Company’s then existing policies and procedures, (b)the expenses paid or reimbursed by the Company in one calendar year shall not affect the expensespaid or reimbursed in another calendar year, and (c) the reimbursement for any expenses shall bemade within a reasonable period of time following the date on which the Company receives writtendocumentation of the expense, provided that all expenses will be reimbursed on or before the lastday of the calendar year following the calendar year in which the expense was incurred.**15. Validity: Complete Agreement.**This Agreement and its Exhibit constitute the entire agreementbetween Executive and the Company. This Agreement is the complete, final, and exclusive embodimentof their agreement with regard to this subject matter and supercedes any prior oral discussions orwritten communications and agreements. This Agreement is entered into without reliance on anypromise or representation other than those expressly contained herein, and it cannot be modified oramended except in writing signed by the CEO.
 
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**16. Waiver.**Any waiver of any breach of this Agreement must be in writing. If either party shouldwaive any breach of any provisions of this Agreement, he or it shall not thereby be deemed to havewaived any preceding or succeeding breach of the same or any other provision of this Agreement.**17. Severability.**Whenever possible, each provision of this Agreement will be interpreted in suchmanner as to be effective and valid under applicable law, but if any provision of this Agreement isheld to be invalid, illegal or unenforceable in any respect under any applicable law or rule in anyjurisdiction, such invalidity, illegality or unenforceability will not affect any other provisionor any other jurisdiction, but this Agreement will be reformed, construed and enforced in suchjurisdiction as if such invalid, illegal or unenforceable provisions had never been containedherein.**18. Amendment.**This Agreement shall not be modified or amended except by written agreement of theparties hereto. To the extent that any amendment itself would result in the imposition of anytaxes under Section 409A, such amendment shall not be given effect.**19. Choice of Law; Jurisdiction.**This Agreement shall be governed by and construed in accordancewith the law of the State of Maryland regardless of the choice of law provisions of the State ofMaryland or any other jurisdiction. The parties consent to the exclusive jurisdiction of thefederal and state courts in Maryland.**20. Arbitration of Disputes.**Any controversy or claim arising out of this Agreement or any aspectof Executive’s relationship with the Company including the cessation thereof shall be resolved byarbitration in accordance with the Company’s Dispute Resolution Policy, which is Attachment A tothis Agreement and incorporated herein by reference. This policy provides that any dispute betweenExecutive and the Company that is covered by the Dispute Resolution Policy and cannot be resolvedon a more informal basis shall be resolved exclusively through final and binding arbitration,instead of litigation. The parties agree that the award of the arbitrator shall be final andbinding.**21. Indemnification.**During the Term of this Agreement, Executive shall be entitled to coverageunder any liability insurance procured by Company to the same extent as other senior executives atthe Company.**22. Counterpart.**This Agreement may be executed in any number of counterparts, all of which shallbe considered one and the same agreement.**23. Delay; Partial Exercise.**No failure or delay by any party in exercising any right, power orprivilege under this Agreement shall operate as a waiver thereof; nor shall any single or partialexercise of any right, power or privilege hereunder preclude any other or further exercise thereofor the exercise of any other right, power or privilege.**24. Successors and Assigns.**This Agreement is intended to bind and inure to the benefit of and beenforceable by Executive and the Company, and their respective successors, assigns, heirs,executors and administrators, except that Executive may not assign any of his duties hereunder andhe may not assign any of his rights hereunder without the written consent of the Company, whichshall not be withheld unreasonably.
 
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**25. Mutual Acknowledgement.**Executive and the Company hereby acknowledge that both parties haveread and fully understand the terms of the Agreement and are entering into the Agreement knowinglyand voluntarily.**26. Headings.**The headings of the sections hereof are inserted for convenience only and shall notbe deemed to constitute a part hereof nor to affect the meaning thereof.**27. Survival.**Provisions of this Agreement which must survive the termination of this Agreement inorder to effectuate the intent of the parties, including, but not limited to, Sections 10, 12.2 and13, shall continue in effect after the termination of the Agreement for a sufficient period of timeunder the circumstances to effectuate the parties’ intent.**In Witness Whereof**, the parties hereto have caused this Agreement to be executed as of theday and year first written above.   “EXECUTIVE”  C. Neil Lyons     /s/ C. Neil Lyons   By: C. Neil Lyons     “THE COMPANY”