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Exhibit
10.46
   
    1.
    
    Your services will be provided to OMG as a consultant through the organization known
as Partners in Success, of which you are a principal. You will be engaged as the Interim
Chief Financial Officer of the Company reporting to me. As the Interim Chief Financial
Officer you will also be a member of our Executive Committee and will have as your key
areas of responsibility the essential functions as set forth on the position description
attached hereto.2.
    
    The term of this engagement is November 14, 2005 to June 30, 2006, subject to any
mutually agreed extension.3.
    
    OMG will pay a weekly consulting fee to Partners in Success of $6,730 (Weekly Fee)
for your full time services. We agree that you may meet your obligations to provide
consulting services as you committed to organizations other than OMG prior to the term of
this engagement. It is our understanding that these commitments would not exceed on
average one day per week through December 31, 2005, and that there are no commitments
thereafter. In the event that this engagement is terminated without cause prior to June
30, 2006, the Company shall pay to Partners in Success the Weekly Fee through September
30, 2006. For the purposes hereof, cause shall mean (i) the willful and continued
failure by you to perform your duties under this engagement, or (ii) illegal conduct or
gross




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misconduct by you that is injurious to the Company, its operations or its reputation.4.
    
    All services performed by you in this engagement shall be performed in a professional
manner and in keeping with the highest ethical standards. In addition, you shall be
subject to and shall adhere to all of the operational policies, rules and regulations
established by the Company for its employees conduct.5.
    
    All information about the Company furnished by or on behalf of the Company to you or
developed by you in connection with this engagement is Proprietary Information.
Proprietary Information does not include, however, information which (a) is or becomes
generally available to the public other than as a result of a disclosure by you of
Proprietary Information, (b) was available to you on a non-confidential basis prior to its
disclosure to you by the Company, or (c) becomes available to you on a non-confidential
basis after its disclosure to you by the Company from a person who is not bound by an
obligation of confidentiality with the Company regarding such Proprietary Information.
You agree not to use Proprietary Information for any purpose other than in connection with
this engagement and to only disclose the Proprietary Information to others within the
Company with a need to know such information in connection with their duties. At the end
of the engagement you shall return or destroy (as requested by the Company) all
Proprietary Information in your possession or under your control and in whatever form.6.
    
    You will be acting at all times as an independent contractor. You are not an
employee of the Company or any of its affiliated entities. You shall not make any claim
of right, privilege or benefit that would accrue to an employee under law. You have no
authority to bind the Company unless specifically authorized to do so by either the Board
of Directors (or any Committee thereof) or the Chief Executive Officer.7.
    
    You will be reimbursed for your reasonable and necessary out of pocket expenses
incurred by you in the furtherance of this engagement and in keeping with your position as
Interim Chief Financial Officer and the expense reimbursement policy of the Company.8.
    
    The Company intends to commence an executive search for a permanent Chief Financial
Officer. You will cooperate with the Company in that search. The Company shall provide
you with the opportunity to be considered for the
permanent position of Chief Financial Officer. In the event you are offered the permanent
position of Chief Financial Officer, this Agreement shall be null and void and of no
further force and effect.




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