Exhibit 10.1
  
   Term
 Salary
 Benefits
 Incentive Compensation
 Change in Control
  Very truly yours,/s/ Scott R. SilvermanScott R. SilvermanChairman of the Board of Directors Agreed and accepted:/s/ William J. CaragolWilliam J. CaragolChief Executive Officer




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Exhibit A
  PointsRevenueAchievement of $7M of Revenue in Calendar 2009
    
    
    1Achievement of $8M of Revenue in Calendar 2009
    
    
    1Achievement of $9M of Revenue in Calendar 2009
    
    
    1Achievement of $10M of Revenue in Calendar 2009
    
    
    1EBITDA (Adjusted)Achieving Adjusted EBITDA Positive in 3Q09 (Calendar)
    
    
    1Achieving Adjusted EBITDA Positive in 4Q09 (Calendar)
    
    
    1Other MetricsRaising new capital in excess of $500 thousand*
    
    
    1SEC and Auditor Compliance  Filing and Internal Control
    
    
    1End of year stock price of $1.00
    
    
    3Discretionary by Compensation Committee
    
    
    4TOTAL
    
    
    15
 Explanatory Notes:
 (1)
    
    Each point is worth US$50,000; the Compensation Committee, in its sole discretion, may
award partial points in the event of partial completion.(2)
    
    It is anticipated that the total bonus earned will be paid within 60 days of calendar
year end. Further, it is anticipated that the total bonus will be paid 50% in cash and 50%
in company equity, with the specific terms of such split and form of equity instrument to
be mutually agreed between the Compensation Committee and Mr. Caragol.(3)
    
    Revenue means revenue as calculated pursuant to GAAP.(4)
    
    Adjusted EBITDA means EBITDA, plus any non-cash charges including stock based
compensation, measured prior to the calculation of the Caragol incentive compensation.




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Exhibit A
 (5)
    
    End of year stock price is the average daily high and low for each of the last twenty
trading days of the calendar year.(6)
    
    If the Compensation Committee determines that, as a result of a change in the business,
operations, corporate structure or capital structure of the Company, or the manner in which
the Company conducts its business, or any other events or circumstances, the performance factors are no longer
suitable, the Compensation Committee may in its discretion and to the extent it deems
appropriate modify, change or


eliminate such performance factors or the related minimum acceptable level of achievement, in
whole or in part, as the Compensation Committee deems appropriate and equitable. In addition,
the Compensation Committee shall have the authority to make equitable adjustments to the
performance factors, or the method of calculating attainment of the performance factors, in
recognition of unusual or non-recurring events affecting the Company or any subsidiary or the
financial statements of the Company or any subsidiary in response to or in recognition of
changes in applicable laws or regulations, or to account for items of gain, loss, deduction or
expense determined to be extraordinary, nonrecurring or unusual in nature or infrequent in
occurrence, including, by way of example only, asset write-downs and litigation or claim
judgments or settlements, or related to a change in accounting principles.
 *
    
    excludes any capital provided by majority stockholder