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Exhibit 10.5




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EMPLOYMENT AGREEMENT
 TABLE OF CONTENTS
 PAGES1.
    
    EMPLOYMENT
    
    
    11.1
    
    General Duties and Title
    
    
    12.
    
    TERM
    
    
    23.
    
    REMUNERATION
    
    
    24.
    
    WITHHOLDING
    
    
    35.
    
    INSURANCE AND OTHER BENEFIT PLANS
    
    
    36.
    
    VACATIONS, ILLNESS AND HOLIDAYS
    
    
    37.
    
    BUSINESS EXPENSES
    
    
    48.
    
    INDEMNIFICATION
    
    
    49.
    
    TERMINATION OF EMPLOYMENT
    
    
    59.1
    
    Termination by the Company for Cause
    
    
    59.2
    
    Definition of Cause
    
    
    59.3
    
    Determination of For Cause Termination
    
    
    59.4
    
    Termination by the Company Without Cause
    
    
    69.5
    
    Voluntary Termination by the Executive
    
    
    69:6
    
    Disability Termination
    
    
    79.7
    
    Termination Due to Executives Death
    
    
    710.
    
    RESTRICTIVE COVENANTS; CONFIDENTIALITY; OWNERSHIP OF PROCEEDS OF EMPLOYMENT
    
    
    710.1
    
    Solicitation of Employees; Customers; Agents or Representatives etc
    
    
    710.2
    
    Confidential Records
    
    
    810.3
    
    Ownership of Proceeds of Employment
    
    
    910.4
    
    Survival
    
    
    910.5
    
    Enforceability; Remedies
    
    
    9MISCELLANEOUS PROVISIONS
    
    
    911.1
    
    Severability
    
    
    911.2
    
    Execution in Counterparts
    
    
    911.3
    
    Notices
    
    
    1011.4
    
    Entire Agreement and Subsequent Amendments
    
    
    1011.5
    
    Applicable Law
    
    
    1011.6
    
    Headings
    
    
    1111.7
    
    Binding Effect; Successors and Assigns,
    
    
    1111.8
    
    Waiver
    
    
    1111.9
    
    Warranty and Capacity to Contract
    
    
    1111.10
    
    Arbitration
    
    
    1111.11
    
    Remedies
    
    
    1211.12
    
    Survival
    
    
    1211.13
    
    Costs of Preparation and Negotiation of Agreement
    
    
    12




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EMPLOYMENT AGREEMENT
  WITNESSETH THAT,
 WHEREAS,
 WHEREAS,
 NOW THEREFORE,
 1.
    
    EMPLOYMENT1.1
    
    General Duties and TitleOn the Effective Date, the Company hereby employs Executive with the title/s designated
in Exhibit A (the Position Description) attached hereto and forming a part of this
Agreement.Executives primary responsibilities and duties are as described in Exhibit A. The
primary responsibilities and duties of the Executive may be altered or amended by either
(i) the mutual agreement of the Company and the Executive; or (ii) the establishment of
new or modified duties, as determined by the Chief Executive Officer (CEO) after
consultation with the Board of Directors of the Company (the Board). Any
modifications or alterations to the duties assigned to the Executive will be consistent
with the customary duties of a Chief Financial Officer and the education, background and
experience of the Executive. Executive shall faithfully and substantially perform for
the Company all such duties. Executive shall report to and take direction primarily
from the CEO. Executive agrees to act in the capacity of a member or officer of such
boards as he may be appointed without remuneration other than the remuneration to which
Executive is otherwise entitled under this Agreement.Services rendered by Executive shall be rendered in accordance with recognized insurance
and financial industry standards and recognized codes of conduct or ethics. Executive
shall further promote and enhance the business purposes of the Company by entertainment
and other means, including participation in professional organizations and activities,
attendance at insurance, financial, or industry conventions and seminars, and membership
in insurance or financial industry societies.
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2.
    
    TERMThe employment of Executive hereunder shall commence on the Effective Date and shall,
unless this Agreement is sooner terminated as provided in Section 9 hereof, continue for
one year and thereafter for additional one (1) year terms, provided however, that if
written notice of termination of this Agreement is given by party hereto to the other
party hereto at least ninety (90) days prior to an Anniversary Date, then this Agreement
shall terminate no later than the Anniversary Date next following the date of such
notice.3.
    
    REMUNERATIONThe Company (and/or an affiliate acting on behalf of the Company) will pay, or provide,
to Executive as compensation for services to be rendered under Section 1 hereof, the
following amounts:
 (a)
    
    Monthly Base SalaryA base salary (Base Salary) at the monthly equivalent rate of One Hundred and
Fifty Thousand Dollars ($150,000) per annum.(b)
    
    Stock Option RightsOptions under a nonstatutory stock option plan to be adopted by the Company in
2006 to purchase up to 350,000 shares of the common stock of the Company on the
terms and conditions set forth in a Stock Option Agreement to be adopted by the
parties.With regard to the above referenced Stock Option Agreement and any previous or
subsequent Stock Option Agreements executed by the Company and the Executive, in
the event that a Change of Control, as defined herein, occurs, notwithstanding
the vesting schedule contained in any such Stock Option Agreement all options
shall immediately vest upon a Change of Control of the Company.The period of time within which any Options granted under any Stock Option
Agreement may be exercised in the event of termination after a Change in
Control, shall be extended by not less than twelve (12) months after the
Termination Date, but in any event, no later than the expiration date of all
Options.For the purposes of this Agreement, Change of Control means:
 (i)
    
    if any person, as defined in Sections 13(d) and 14(d)
of the Securities Exchange Act of 1934 (Act) (other than a current 10%
beneficial owner (as defined in Rule 13d-3 under the Act) of the Companys
Securities) becomes the beneficial owner, directly or indirectly, of more
than fifty percent (50%) of the combined voting power of the then issued
and outstanding securities of the Company; or(ii)
    
    the sale, transfer, or other disposition of all or
substantially all of the
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assets of the Company, whether by sale of assets, merger, or otherwise.
 (c)
    
    Travel ExpensesThe Company shall provide the Executive with a car allowance of $500.00 per month.(d)
    
    Discretionary Cash BonusA cash bonus payable to the Executive at such times and in such amounts as the
Company may, in its sole discretion, determine.
 4.
    
    WITHHOLDINGExecutive agrees that the Company shall withhold from any and all payments required to
be made to Executive pursuant to this Agreement all actual or potential Federal, State,
local and/or other taxes the Company determines are required or potentially will be
required, to be withheld in accordance with applicable statutes and/or regulations from
time to time in effect.5.
    
    INSURANCE AND OTHER BENEFIT PLANSExecutive shall be entitled, during the period of employment with the Company, to
participate in (i) the life insurance and disability insurance plans available to
executives of the Company, including such accidental death or other benefits as may be
provided under such plans, and (ii) the health and dental and vision plans available to
officers (and their immediate families) of the Company, and (iii) such other employee
benefit plans, including all employee welfare benefit plans and employee pension benefit
plans, that currently are or will be made generally available to executives and salaried
employees of the Company. Participation by or inclusion of the Executive in any benefit
plan maintained by the Company shall be provided only to the extent that the Executive
is eligible under the terms and conditions of the applicable plan and, if required
pursuant to the plan, the employee meets any insurance underwriting or other conditions
validly required by the provider or carrier of the plan or the contracts, policies, or
other terms of eligibility or participation issued in connection with the plan.6.
    
    VACATIONS, ILLNESS AND HOLIDAYSWithout any loss or reduction of remuneration, Executive shall be entitled to be absent
from Executives duties with the Company by reason of vacation for four (4) weeks for
each year or illness for (4) four weeks for each year during the term of this Agreement.
In addition, the Executive shall be entitled to such national and religious holidays as
generally approved by the Company. The Executive shall not be entitled to carry forward
any unused sickness, vacation or holiday time accrued during a year to successive years
of this Agreement until used.
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7.
    
    BUSINESS EXPENSESThe Company recognizes that, in connection with Executives performance of his duties,
functions and responsibilities hereunder, Executive will incur certain reasonable and
necessary expenses. The Company agrees to pay or promptly reimburse Executive for all
such reasonable business expenses, which are incurred in connection with the Companys
business, upon the presentation of statements setting forth the nature and amount of
such expenses in reasonable detail, in accordance with the Companys generally
applicable guidelines and procedures from time to time.8.
    
    INDEMNIFICATIONThe Company shall indemnify, defend and hold harmless Executive, and shall cause each
applicable entity controlled by the Company (defined for purposes of this Section 8 as a
Subsidiary) to indemnify, defend and hold harmless Executive for general directors
and/or officers liability in the normal course of Executives services on Company
business or Subsidiary business, to the fullest extent allowed by Nevada law and the
bylaws of the Company.To secure its indemnification obligations the Company has and shall maintain in full
force and effect through the term of this Agreement directors and officers insurance
coverage as determined by the Company, but in no event in an amount less than $2
million. The use of the Companys insurance coverage or policy to secure its or any
Subsidiarys indemnification obligation shall not, however, limit the obligation of the
Company or any Subsidiary to indemnify the Executive for claims or expenses either below
the annual or periodic deductible limit in the policy or in excess of the policy limits
or for items or events not covered by the policy.The Company shall be obligated, and shall cause each applicable Subsidiary, to pay the
claims or expenses of the Executive required under this Section 8, including defense
cost, directly to the third party to whom payment is due and owing, without the
necessity of the Executive making such payment and seeking reimbursement from the
Company or the Subsidiary.To the extent that the Executive is successful on the merits or otherwise in defense of
any action, suit, or proceeding, or in defense of any claim, issue or matter brought
against the Executive, the Executive shall be indemnified by the Company, and the
Company shall cause each applicable Subsidiary to indemnify the Company, against all
expenses, including defense and legal fees, incurred by the Executive.The provisions of this Section 8 shall survive the termination or expiration of
Executives employment under this Agreement irrespective of the reason for such
termination, provided that nothing herein shall be construed to provide Executive with
any greater coverage or coverage for any period longer than Executive would have been
entitled to receive under the terms of such insurance policy referred to herein (other
than deductible and policy dollar limits).
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9.
    
    TERMINATION OF EMPLOYMENT9.1
    
    Termination by the Company for CauseIn the event that Executive is removed from office by the Company for cause (as
hereinafter defined), the employment of Executive under this Agreement shall terminate
and Executive shall be entitled to receive all remuneration and benefits accrued
hereunder to the date of such termination except for unvested Options under the Option
Plan and insurance which would by its terms lapse.No other or further payment of benefits under this Agreement will be due upon
Termination for Cause, except as required by law, or under the Companys insurance and
other employee benefit plans and the procedures referred to in Sections 5 and 7.9.2
    
    Definition of CauseFor purposes of this Agreement, the term cause shall mean (i) any willful material
neglect by Executive, or material failure by Executive to substantially perform the
duties and responsibilities of the Executives office or offices (other than any such
failures resulting from Executives incapacity due to illness or injury), or (ii) any
malfeasance or gross misconduct by Executive in connection with the performance of any
of the duties or responsibilities or otherwise which would, in the view of a reasonable
person, be materially prejudicial to the interests of the Company or any of its
affiliates if Executive were retained in the respective office or offices, including
without limitation, conviction of a felony, or (iii) actual indictment for, or formal
admission to a felony or crime of moral turpitude, dishonesty, breach of trust or
unethical business conduct or any crime involving the Company, or (iv) repeated material
failure to adhere to the policies and directions of the CEO or the Board of Directors,
or failure of the Executive to devote sufficient time and efforts to the business of the
Company and the duties and responsibilities hereunder so as to result in material
impairment of the Executives performance hereunder, and with respect to 9.2(i) or
9.2(ii) or 9.2(iv) herein, there has been a failure to cure such breach or a failure to
modify Executives conduct within 30 days of receiving written notice of such breach
specifying the factual reasons supporting the proposed dismissal for cause.9.3
    
    Determination of For Cause TerminationA determination of a for cause termination shall be made by the Company as follows:
 (a)
    
    The CEO shall first make a preliminary determination that the Executive
should be reviewed for discharge for cause. The Company will not be required to
provide any preliminary notice to the Executive of its intention to investigate the
possible discharge of the Executive for cause.(b)
    
    After investigating the circumstances surrounding the possible for cause
termination of the Executive, the Company, through the CEO, may immediately relieve
or suspend the Executive from the Executives position by providing notice to the
Executive. Upon notice of the suspension, the Executive shall immediately vacate
the premises and remove all personal property from the premises of the Company.
The Company shall have the absolute right to review
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any and all material in the possession of the Executive on the Company premises to
determine those items, which are proprietary to the Company. After sorting the
appropriate items, all personal items shall be delivered to the Executive at the
location designation reasonably selected by the Executive.(c)
    
    After concluding its investigation, the Company, through the CEO, shall
make a determination whether the Executive should be discharged for cause. The
determination for discharge for cause shall be timely communicated in writing to
the Executive.(d)
    
    Until terminated, notwithstanding that any of the foregoing procedures are
taking place, or have taken place, the Executive shall be entitled to and shall
continue to accrue all remuneration and benefits provided for under this Agreement.9.4
    
    Termination by the Company Without CauseThe Company expressly reserves the right to terminate the employment, or materially
reduce the responsibilities, of Executive at any time for no reason or for any reason.In the event that Executives employment is so terminated or altered under this Section,
Executive shall be entitled to receive:Six (6) monthly payments of the current monthly Base Salary, paid pursuant to the
Companys normal payroll practicesIn addition to the above payments if permitted under the appropriate plan documentation
and if allowed by law, all health, dental and life insurance coverage provided to
Executive under the employee benefit plans will be extended for such period as the
Company is obligated to make monthly Base Salary payments to Executive in terms of this
Section, unless Executive becomes covered by other employer plans. If coverage
extensions are not permitted by law or under the plans, the Company shall pay to the
Executive periodic bonuses equal to the insurance premium cost which would have been
required as if the Executive were covered under the plan.Any unvested employer contributions attributable to Executive under any pension plan,
shall be accelerated and deemed vested as of the date of termination of employment
without cause. If the acceleration of vesting is not permitted by law or under the
terms of the plan, the Company shall, in lieu of accelerated vesting, pay abonus to the
Executive in the amount of the account forfeiture under the plan.
 9.5
    
    Voluntary Termination by the ExecutiveExecutive shall be entitled, with not less than ninety (90) days written notice, to
voluntarily terminate employment with the Company. If Executive elects such
termination, Executive shall be entitled to receive the Executives monthly Base Salary
defined under Section 3 and benefits defined under Section 5 until the end of such
notice period. Executive shall also be entitled to exercise any vested rights under
Sections 5 and 6.
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Even though the Executive is required to give not less than ninety (90) days advance
written notice, the Company shall have the option to require that the Executive
discontinue service on behalf of the Company at any time upon receipt of advance written
notice of the Executives election to terminate; provided, however, that in such event
the Company shall be required to continue the Base Salary and benefit payments through
the ninety (90) day notice period.9.6
    
    Disability TerminationThe Executives employment shall terminate if the Executive becomes so disabled as to be
unable to substantially perform the services of the character contemplated by this
Agreement, and such disability continues for a period of ninety (90) consecutive days.
The Executives employment shall terminate at the conclusion of the 90-consecutive day
disability. In such event, the Executive shall be entitled to receive the Executives
monthly Base Salary defined under Section 3 and benefits defined under Section 5 until
the end of the 90-consecutive day disability period. Executive shall also be entitled
to exercise any vested rights under Sections 5 and 6.For purposes of this Agreement the term disability or disabled shall mean a physical
or mental condition resulting from a bodily injury or disease or mental disorder which
renders the Executive incapable of engaging in substantial gainful activity of the
character contemplated by this Agreement and which can be expected to be of a long and
continued duration. The disability of the Executive shall be determined by the Board
based upon competent medical authority. The determination of a disability may be made
by the Board independent of such determination being made under any other disability
insurance plan sponsored or funded by the Company.9.7
    
    Termination Due to Executives DeathThis Agreement shall terminate if the Executive shall die, in which event the
Executives estate or personal representative shall not be entitled to continue to
receive Base Salary payments permitted under Section 3 or other benefits permitted under
this Agreement, other than the monthly Base Salary for the period until death and those
benefit continuation requirements imposed as a matter of law, With respect to other
benefit entitlement under the bonus plan or other similar plans, the Executives estate
shall only be permitted to such rights or benefits as otherwise provided in those plan
documents.10.
    
    RESTRICTIVE COVENANTS; CONFIDENTIALITY; OWNERSHIP OF
PROCEEDS OF EMPLOYMENT,10.1
    
    Solicitation of Employees; Customers; Agents or Representatives etc.Executive agrees that, during the term of employment hereunder, and for a period of one
(1) year after the Company no longer employs Executive, Executive shall not, directly or
indirectly:
 (a)
    
    solicit, entice, persuade or induce any individual who is then or has been
within the preceding six-month period, an employee of the Company or any of its
subsidiaries or affiliates, to terminate his or her employment with the Company or
any company controlled by or under common control with the Company (defined
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for purposes of this Section 10 as an Affiliate), or to become employed by or
enter into contractual relations with any other individual or entity, and the
Executive shall not approach any such employee for any such purpose or authorize
or knowingly approve the taking of any such actions by any other individual or
entity; or,(b)
    
    except in accordance with Executives duties hereunder, solicit, entice,
persuade or induce any individual or entity which is then, or has within the
preceding twelve month period been, a customer, distributor or supplier, or policy
owner, agent or representative of the Company or any of its Affiliates to terminate
or materially reduce his, her or its contractual or other relationship with the
Company or any of its subsidiaries or affiliates, and the Executive shall not
approach any such customer, distributor, supplier, policy owner, agent or
representative for such purpose or authorize or knowingly approve the taking of any
such actions by any other individual or entity.(c)
    
    For purposes of this Agreement, where the Executive has been Terminated
without Cause under Section 9.4, such restrictive period of one (1) year shall
commence at the time provided under 9.4 for the Executives receipt of the final
monthly payment under Section 9.4.
 10.2
    
    Confidential RecordsIn the course of employment, Executive will have access to confidential information,
records, data, specifications, and other knowledge owned by the Company or its
subsidiaries or affiliates. Executive agrees that at no time during or after the term of
employment shall the Executive remove or cause to be removed from the premises of the
Company or its subsidiaries or affiliates, any record, file, memorandum, document,
equipment or like item relating to the business of the Company or its subsidiaries or
affiliates, except in furtherance of Executives duties hereunder, and immediately
following the termination of Executives employment hereunder or at any other time at
the request of the CEO or the Board of Directors, all such records, files, memoranda,
documents, equipment and like items then in Executives possession will promptly be
returned to the Company. Executive further agrees that, during and after the term of
employment, Executive shall not without the written consent of the Company or a person
authorized thereby, disclose to any person, other than an employee of the Company its
subsidiaries or affiliates or a person to whom disclosure is reasonably necessary or
appropriate in connection with the performance by Executive of duties as an executive of
the Company, any confidential information obtained by Executive while in the employ of
the Company with respect to any business methods, plans, policies, products and/or
personnel of the Company or its subsidiaries or affiliates, the disclosure, including
speaking with the press, of which would, in the view of a reasonable person, be
injurious or damaging to the business of the Company or its subsidiaries, or affiliates,
provided, however, that confidential information shall not include any information known
generally to the public (other than as a result of unauthorized disclosure by
Executive), or any information of a type not otherwise considered confidential by
persons engaged in the same business or a business similar to that conducted by the
Company.
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10.3
    
    Ownership of Proceeds of EmploymentExecutive acknowledges that the Company shall be the sole owner of all the fruits and
proceeds of the Executives services hereunder, including without limitation all ideas,
concepts, formats, suggestions, developments, arrangements, designs, packages, programs,
promotions and other properties relating to the businesses of the Company, which
Executive may create in connection with and during the term of employment hereunder,
free and clear of any claims by the Executive of any kind or character whatsoever (other
than Executives right to compensation and benefits hereunder).10.4
    
    SurvivalThe provisions of this Section 10 shall survive any termination or expiration of
Executives employment under this Agreement, irrespective of the reason therefore.10.5
    
    Enforceability; RemediesThe parties hereto agree that a breach by Executive of any of the provisions of Section
10 hereof will cause the Company great and irreparable injury and damage. By reason of
this, Executive acknowledges that, in the event of a breach by Executive of any of the
provisions of Section 10 hereof, the Company shall be entitled, in addition and as a
supplement to any other rights or remedies it may have at law, to the remedies of
injunction, specific performance and other equitable relief. This section 10 shall
riot, however, be construed as a waiver of any of the rights which the Company may have
for damages or otherwise.11.
    
    MISCELLANEOUS PROVISIONS11.1
    
    SeverabilityExecutive acknowledges and agrees that (i) Executive has had an opportunity to seek
advice of counsel in connection with this agreement and (ii) the Restrictive Covenants
contained in Section 10.1 hereof are reasonable in temporal and geographic scope and in
all other respects. If in any jurisdiction any term or provision hereof is determined
to be invalid or unenforceable, (a) the remaining terms and provisions hereof shall be
unimpaired, (b) any such invalidity or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction, and the
remaining provisions hereof shall be given full force and effect without regard to the
invalid portions. The Employer and the Executive intend to and hereby confer
jurisdiction to endorse the Restrictive Covenants upon the Courts of any jurisdiction
within the geographical scope of the covenants.11.2
    
    Execution in CounterpartsThis Agreement may be executed in one or more counterparts, and by the different parties
hereto in separate counterparts, each of which shall be deemed to be an original but all
of which taken together shall constitute one and the same agreement (and all signatures
need not appear on any one counterpart),and this Agreement shall become effective when
one or more counterparts has been signed by each of the parties hereto and delivered to
each of the other parties hereto.
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11.3
    
    NoticesAny notice or other communication in connection with this Agreement shall be deemed to
be delivered if in writing (or in the form of a fax) addressed as provided below and if
either (a) actually delivered at said address, or (b) in the case of a letter, three
business days shall have elapsed after the same shall have been deposited in the US
mail, postage prepaid and registered or certified, and (c) in the case of fax, one
business day shall have elapsed after dispatch.If to the Company, to it at the following address:
 : (330) 484-8081
  
    11.4
    
    Entire Agreement and Subsequent AmendmentsThis Agreement constitutes the entire agreement between the Company and Executive
relating to Executives employment and supersedes all prior agreements and
understandings of the parties hereto, whether oral or written with respect to the
subject matter herein.This Agreement may be amended or altered only by the written agreement of the Company
and Executive.11.5
    
    Applicable LawThis Agreement shall be governed by and construed in accordance with the laws of the
State of Ohio without regard to principles of conflict of law.
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11.6
    
    HeadingsThe descriptive headings of the several sections of this Agreement are inserted for the
sole purpose of convenience of reference, and do not constitute part of this Agreement
or in any way limit or affect the meaning or interpretation of any of the terms or
provisions of this Agreement.11.7
    
    Binding Effect; Successors and AssignsThis Agreement shall be binding upon and shall inure to the benefit of:(a)
    
    the Company and its successors and assigns; and(b)
    
    Executive and to the benefit of Executives heirs, executors,
administrators and legal representatives. Executives duties and obligations
hereunder are personal and shall not be assignable or delegable in any manner
whatsoever.
 The Company may assign the obligations under this Agreement (subject to a right of
recourse by Executive to the Company in the event of any default under the obligations
to Executive hereunder), to an affiliate or to any intermediate parent of the Company.11.8
    
    WaiverThe failure of either of the parties hereto at any time, to enforce any of the
provisions of this agreement shall not be deemed or construed to be a waiver of any such
provision, nor to in any way affect the validity of this agreement or any provision
hereof or the right of either of the parties hereto, to thereafter enforce each and
every provision of this Agreement. No waiver of any breach of any of the provisions of
this Agreement shall be effective unless set forth in a written instrument executed by
the party against whom or which enforcement of such waiver is sought, and no waiver of
any such breach shall be construed or deemed to be a waiver of any other or subsequent
breach.11.9
    
    Warranty and Capacity to ContractThe Company and Executive hereby represent and warrant to the other that:(a)
    
    they have full power and authority to execute this Agreement, and to
perform their respective obligations hereunder;(b)
    
    such execution, delivery and performance will not (and with the giving of
notice or lapse of time or both would riot) result in any breach of any agreements
or other obligations to which Executive or the Company is otherwise bound; and(c)
    
    this Agreement is a valid binding obligation on Executive and the Company.11.10
    
    ArbitrationExcept to the extent necessary for Executive or the Company to enforce rights under
Section 11.9 above, or for the Company to enforce its rights under Section 10 above, or
for the Executive to enforce his rights under Section 8, above, any case or controversy
arising among the parties hereto under this Agreement, or the subject matter hereof,
shall be settled by binding arbitration in Canton, Ohio under the then prevailing rules
of the American Arbitration Association. The decision of the arbitrators
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shall be final and binding and the party against whom the award is rendered (the
non-prevailing party) shall be specifically instructed in any such award to pay all
reasonable attorneys fees, disbursements of the prevailing partys legal counsel,
arbitration costs, expenses and filing fees incurred by the prevailing party in the
arbitration proceeding. The American Arbitration Association shall appoint three (3)
arbitrators to preside at the said arbitration proceeding and the arbitrators will
determine in their decision and award, which is the prevailing party, which is the
non-prevailing party, the amount of the fees and expenses of the prevailing party and
the amount of the arbitration expenses. The arbitrators will render their award, upon
the concurrence of at least two (2) of their number, no later than thirty (30) days
after the conclusion of the arbitration proceedings. Judgment may be entered on the
award of the arbitrators and may be enforced in any court of competent jurisdiction.11.11
    
    RemediesAll remedies hereunder are cumulative, are in addition to any other remedies provided by
law and may be exercised concurrently or separately, and the exercise of any one remedy
shall not be deemed to be an election of such remedy exclusively or to preclude the
exercise of any other remedy. No failure or delay in exercising any right or remedy
shall operate as a waiver thereof or modify the terms of this Agreement.11.12
    
    SurvivalAnything contained in this Agreement to the contrary notwithstanding, the provisions of
Section 8; and Section 9; and Section 10; and Section 11.1; and the other provisions of
this Section 11 (to the extent necessary to effectuate the survival of Section 11) shall
survive termination of this Agreement and any termination of Executives contract
hereunder.11.13
    
    Costs of Preparation and Negotiation of AgreementThe Company shall be fully responsible for payment of its own costs and expenses
incurred in the preparation and negotiation of this Agreement and all documents related
thereto.
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IN WITNESS WHEREOF,
 BY
CHRISTOPHER R. SACHS /s/ Christopher R. Sachs
  /s/ Dennis C. Rushovich
 Dennis C. Rushovich, CEO
 BY HARTVILLE GROUP, INC.
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Exhibit A  Position Description
 Titles:
    
    Chief Financial Officer of Hartville Group, IncReporting
Lines:
    
    Chief Executive Officer of Hartville Group, Inc
 Responsibilities and Duties with regard to Companies Managed by Executive
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