Exhibit 10.2

Employment Agreement between our
company and our bank and Michelle M. Monts dated August 7, 2006.

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Exhibit 10.2

# EMPLOYMENT AGREEMENT

This
Employment Agreement (Agreement) dated as August 7, 2006 is made by and between Atlantic
Bancshares, Inc., (Company) a South Carolina corporation which is the holding company for
Atlantic Community Bank (Bank), a South Carolina state bank, (collectively referred to as
Employer) and Michelle M. Monts (Employee).

In
consideration of the mutual covenants herein contained, the parties agree as follows:

# Section 1  Duties

Company
shall employ Employee and the Employee shall serve as Chief Financial Officer and
Executive Vice President of the Bank and of the Company. Employee shall have such
authority and responsibilities consistent with her position as set forth in the
Companys or Banks bylaws or as assigned by the Board of Directors or the Chief
Executive Officer from time to time. Employee shall devote her full business time,
attention, skill and efforts to the performance of her duties hereunder. Employee shall be
subject to all Bank policies as are other employees.

# Section 2  Term

A.       
          Unless earlier terminated as provided herein, Employees employment under
          this Agreement shall commence on August 7, 2006, and be for an initial term of
          three years. Employee agrees to remain in the exclusive employ of Employer until
          August 7, 2009, and neither to accept other employment nor to become employed by any
          other employer until such termination date, unless the termination date is
          affected as hereinafter provided.

B.       
          In the event written notice is not given by either party to this Agreement 60
          days prior to the termination date, this Agreement shall be extended on the same
          terms and conditions as herein provided, all for an additional period of one
          year. Agreement shall continue thereafter for one-year periods unless either
          party hereto gives 60 days written notice to the other party that the party does
          not wish to extend this Agreement.

C.       
          Nothing in this Agreement shall prevent, limit or otherwise interfere with the
          right of Company and Bank to terminate the services of Employee at any time,
          subject only to the provisions set forth in Section 4 of this Agreement.

D.       
          Nothing in this Agreement shall prevent, limit or otherwise interfere with the
          right of the Employee to resign at any time from her position with Employer,
          subject only to the provision set forth in Section 4 of this Agreement.

# Section 3 
Compensation & Benefits

A.       
          Starting April 17, 2006, Employer shall pay Employee an initial annual base salary
          of $100,000 (One Hundred Thousand and no/100 Dollars). The Chief Executive
          Officer shall review Employees performance and salary periodically

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and may
          increase Employees base salary if it determines, in its sole discretion,
          that an increase is appropriate.

B.       
          Employee shall be provided with medical and dental benefits as provided to other
          employees. Bank shall pay 100% of premiums of Employee coverage.

C.       
          Employee shall participate in all retirement, health, welfare, and other benefit
          plans or programs of Employer now or as may be adopted for all employees or
          adopted for a class of employees that includes Employee.

D.       
          Employee shall participate in Employers long-term equity incentive program
          and be eligible to purchase stock options in accordance with the stock incentive
          plan approved by the Companys shareholders. When an appropriate stock
          option plan is adopted by the Board, Employer shall grant to Employee an option
          to purchase 10,000 shares of common stock.

E.       
          Employer shall provide Employee with an automobile allowance of $350.00 per
          month.

F.       
          Employer shall provide Employee with a cell phone to be used in accordance with
          Bank policies.

G.       
          Employer may reimburse Employee for reasonable travel and other expenses related
          to Employees duties which are incurred and accounted for in accordance
          with Bank policies. Employee shall be issued a corporate credit card to be used
          for business related expenses in accordance with Bank policies.

H.       
          Employer shall provide Employee with four weeks paid vacation per year which
          shall be taken in accordance with Bank policies and in accordance with any
          banking rules or regulations governing vacation leave.

I.       
          Employer may pay membership dues for Employees membership in various civic
          organizations, subject to approval by Banks Chief Executive Officer.

# Section 4 
Termination

A.       
          Employees employment under the Agreement may be terminated prior to the
          end of the term only as provided in this Section 4.

B.       
          Death. The Agreement will terminate upon the death of Employee. In this
          event, Employees estate shall receive any sums due her as base salary
          and/or reimbursement of expenses through the end of the month during which death
          occurred, plus any bonus earned or accrued through the date of death, including
          any amounts awarded for previous years but which were not yet vested.

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C.       
          Disability. Employer may terminate this Agreement upon the disability of
          Employee for a period of ninety (90) days which, in the sole opinion of the
          Board of Directors, renders her unable to perform the essential functions of her
          job.

D.       
          For Cause. Employer may terminate this Agreement for cause upon delivery
          of a Notice of Termination to Employee. If Employee is terminated for cause
          under this provision Employee shall receive only any sums due her as base salary
          and reimbursement of expenses through the date of termination. For purposes of
          this paragraph, cause is defined as:

| | i)   
                    The commission or omission by Employee of any act, which in Employers
                    sole opinion, is intended to cause, causes, or is reasonably likely to cause
                    harm to Employer, including harm to its business reputation;
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii)   
                    The indictment of Employee for the commission or perpetration by Employee of
                    any crime involving dishonesty, moral turpitude, or fraud;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii)   
                     The material breach by Employee of this Agreement;
| | -------------------------------------------------------------------------------

| | iv)   
                     Violation of Employer policies by Employee;
| | -----------------------------------------------------------------------

| | v)   
                     Receipt of any form of notice, written or otherwise, that any regulatory agency
                    having jurisdiction over Employer intends to institute any formal or informal
                    regulatory action against Employee or Employer;
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | vi)   
                     Exhibition by Employee of a standard of behavior that is disruptive to the
                    orderly conduct of the Employers business operations to a level which, in
                    the Chief Executive Officers sole opinion, is detrimental to
                    Employers best interest; or
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | vii)   
                     Failure of Employee to devote her full business time and attention to her
                    employment.
| | --------------------------------------------------------------------------------------------------------------------------------------

E.       
          Without Cause. Employer may terminate this Agreement without cause upon
          delivery of a Notice of Termination to Employee. If Employee is terminated
          without cause under this provision, Employer shall pay to Employee severance
          compensation in an amount equal to her then current monthly base salary for
          three (3) months, plus any bonus earned or accrued through the date of
          termination, including any amounts awarded for previous years but which were not
          yet vested.

F.       
          Resignation. Employee may terminate this Agreement at any time by
          delivery of a Notice of Resignation to Employer with a minimum of 30 days
          notice. If Employee resigns under this provision, Employee shall receive any
          sums due her as base salary and reimbursement of expenses through the effective
          date of resignation, and any other amounts due in accordance with Employer
          policies. If Employee fails to give at least 30 days notice, Employee may
          forfeit right to payment of accrued and unpaid vacation time.

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G.       
          Change of Control. Employee may terminate this Agreement for good reason
          upon delivery of a Notice of Termination to Employer within a 90-day period
          beginning on the 30th day after the occurrence of a Change in
          Control. If Employees employment is terminated pursuant to this provision,
          Employee shall be entitled to the following:

| | i)   
                                          Employer shall pay Employee in cash within fifteen (15) days of the date of
                    termination severance compensation in an amount equal to her then current
                    monthly base salary multiplied by 36 plus any bonus earned or accrued through
                    the date of termination (including any amounts awarded for previous years but
                    which were not yet vested);
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii)   
                                          For a period of 36 months, payment of premiums for medical and dental insurance
                    being provided to Employee. Employers obligation hereunder with respect to
                    the foregoing benefits shall be limited to the extent that Employee becomes
                    eligible for any such benefits pursuant to a subsequent employers benefit
                    plans, in which case Employer may reduce the coverage of any benefits it is
                    required to provide Employee so long as the aggregate coverage and benefits of
                    the combined benefit plans is no less favorable to Employee that the coverages
                    and benefits required to be provided hereunder; and
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii)   
                                          The restrictions on any outstanding incentive awards (including restricted
                    stock) granted to Employee under Companys or Banks long-term equity
                    incentive program or other incentive plan or arrangement shall lapse and such
                    awards shall become 100% vested, all stock options and stock appreciation rights
                    granted to Employee shall become immediately exercisable and shall become 100%
                    vested, all performance units granted to Employee shall become 100% vested, and
                    restrictive covenants contained in Section 9(C) shall not apply to Employee.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of this Agreement, change in control shall mean:

| | i)   
                                          The individuals who, as of the date of this Agreement, are members of the Board
                    of Directors of Company (the Incumbent Board) cease for any reason
                    to be constitute at least 50% of the Board of Directors of Company; provided
                    however that if the election, or nomination for election by Companys
                    shareholders, of any new director was approved in advance by a vote of at least
                    50% of Incumbent Board, such new director shall, for purposes of this Agreement,
                    be considered as a member of the Incumbent Board; provided, further, that no
                    individual shall be considered a member of the Incumbent Board if such
                    individual initially assumed office as a result of either an actual or
                    threatened solicitation of proxies or consents by or on behalf of any person
                    other than the Board of Directors of the Company, including by reason of any
                    agreement intended to avoid or settle any election contest or proxy contest.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii)   
                    An acquisition (other than directly from Company) of any voting securities of
                    Company (the Voting Securities) by any person (as the term
                    person is used for the purposes of Section 13(D) or 14(D) of the
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | Exchange Act) immediately after which the person has beneficial
                    ownership (within the meaning of Rule 13d-3 promulgated under the Exchange
                    Act) of 20% or more of the combined voting power of Companys then
                    outstanding voting securities; provided however that in determining whether a
                    change in control has occurred, voting securities which are acquired in a
                    non-control acquisition shall not constitute an acquisition which would cause a
                    change in control.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii)   
                   Consummation of (a) a merger, consolidation, reorganization involving Company;
                    (b) a complete liquidation or dissolution of Company; or (c) the sale or other
                    disposition of all or substantially all of the assets of Company to any person
                    (other than a transfer to a Subsidiary).
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iv)   
                     A notice of an application is filed with the South Carolina Board of Financial
                    Institutions, the Office of the Comptroller of the Currency (the
                    OCC) or the Federal Reserve Board or the any other bank or thrift
                    regulatory approval (or notice of no disapproval) is granted by the Federal
                    Reserve, South Carolina Board of Financial Institutions, the OCC, the Federal
                    Deposit Insurance Corporation, or any other regulatory authority for permission
                    to acquire control of the Company or any of its banking subsidiaries; provided
                    that if the application is filed in connection with a transaction which has been
                    approved by the Board, then the Change in Control shall not be deemed to occur
                    until consummation of the transaction.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

For
purposes of this Section, good reason means the occurrence, after a change in
control, of any of the events or conditions listed below:

| | i)   
                   A reduction in Employees base salary for other than disciplinary reasons,
                    or any failure to pay Employee any compensation or benefits to which she is
                    entitled under this Agreement;
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii)   
                     The Employers requiring of Employee to be based at any place outside a
                    25-mile radius from Employees office occupied by the employee immediately
                    prior to the change in control, except for reasonably required travel on the
                    Employers business which is not materially greater than such travel
                    requirements prior to the change in control; or,
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | iii)   
                     The failure of Employer to continue in effect (without reduction in benefit
                    level and/or reward opportunities) any compensation or employee benefit plan in
                    which Employee was participating preceding the date of the change in control,
                    unless such plan is replaced with a plan that provides substantially equivalent
                    compensation or benefits to Employee.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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For
the purpose of this Section 4, paragraph G, all amounts paid to Employee will be grossed
up so as to account for any additional taxes that may be owed as a result of this lump sum
payment rather than periodic payments over 36 months.

H.       
          With the exceptions of the provisions of this Section 4 and the express terms of
          any benefit plan under which Employee is a participant, it is agreed that, upon
          termination of Employees employment for any reason, Employer shall have no
          obligation to Employee for, and Employee waives and relinquishes any further
          compensation or benefits, except for COBRA benefits. Unless otherwise stated in
          this Section 4, the effect of termination on any outstanding incentive awards,
          stock options, stock appreciations rights, performance units or other incentives
          shall be governed by the terms of the applicable plan.

I.       
          The parties intend that the severance payments and other compensation provided
          for herein are reasonable compensation for Employees service to Employer
          and shall not constitute excess parachute payments within the
          meaning of Section 280G of the internal Revenue Cod of 1986 and any regulations
          thereunder. In the event that Employers independent accountants acting as
          auditors for Employer on the date of a change in control determine that the
          payments provided herein constitute excess parachute payments, then
          the compensation payable hereunder shall be reduced to an amount the value of
          which is $1.00 less than the maximum amount that could be paid to Employee
          without the compensation being treated as excess parachute payments
          under Section 280G. The allocations of the reductions required hereby among the
          termination benefits payable to Employee shall be determined by Employee.

# Section 5 
Ownership of Work Product

Employer
shall own all work product arising during the course of Employees employment (prior,
present or future). For purposes hereof, work product shall mean all
intellectual property rights, including all trade secrets, U.S. and international
copyrights, patentable inventions, and other intellectual property rights in any
programming, documentation, technology, or other work product that relates to Employer,
its business or its customers and that the Employee conceives, develops or delivers to
Employer at any time during her employment, during or outside normal working hours, in or
away from the facilities of Employer, and whether or not requested by Employer. If the
Work Product contains any materials, programming, or intellectual property rights that the
Employee conceived or developed prior to and independent of the Employees work for
Employer, Employee agrees to point out the pre-existing items to Employer and Employee
grants Employer a worldwide, unrestricted, royalty-free right, including the right to
sublicense such items.

# Section 6 
Protection of Trade Secrets

Employee
agrees to maintain in strict confidence, and except as necessary to perform her duties for
Employer, the Employee agrees not to use or disclose any trade secrets of Employer during
or after her employment. Trade secret means information, including a formula,
pattern, compilation, program, device, method, technique, process, drawing, cost data, or
customer list, that: (I) derives economic value, actual or potential, from not being
generally known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use;

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and (ii) is the subject of
efforts that are reasonable under the circumstances to maintain its secrecy.

# Section 7 
Protection of Other Confidential Information

Employee
agrees to maintain in strict confidence and, except as necessary to perform her duties for
Employer, not to use or disclose any confidential business information of Employer during
her employment and for a period of 24 months following termination of Employees
employment. Confidential business information shall mean any internal,
non-public information concerning Employers financial position and results of
operations (including revenues, assets, net income, etc.); annual and long-range business
plans; product or service plans; marketing plans and methods; training, educational and
administrative manuals; customer and supplier information and purchase histories; and
employee lists. The provisions of Sections 6 and 7 shall also apply to protect trade
secrets and confidential business information of third parties provided to Employer under
an obligation of confidentiality.

# Section 8 
Return of Materials

Employee
shall surrender to Employer, promptly upon its request or upon termination of
Employees employment, all media, documents, notebooks, computer programs, handbooks,
data files, models, samples, price lists, drawings, customer lists, prospect data, or
other material of any nature whatsoever (in tangible or electronic form) in
Employees possession or control, including all copies thereof, relating to Employer,
its business or its customers. Upon the request of Employer, Employee shall certify in
writing compliance with the foregoing requirement.

# Section 9 
Restrictive Covenants

A.       
          No Solicitation of Customers. During Employees employment with
          Employer and for a period of 12 months thereafter, Employee shall not (except of
          behalf of or with the prior written consent of Employer) either directly or
          indirectly, on Employees own behalf or in the service or on behalf of
          others (i) solicit, divert, or appropriate to or for a competing business, or
          (ii) attempt to solicit, divert, or appropriate to or for a competing business,
          any person or entity that is or was a customer of Employer or any of its
          affiliates at any time during the 12 months prior to the date of termination and
          with whom the Employee has had material contact.

B.       
          No Recruitment of Personnel. During Employees employment with
          Employer and for a period of 12 months thereafter, Employee shall not, either
          directly or indirectly, on Employees own behalf or in the service or on
          behalf of others (i) solicit, divert or hire away or (ii) attempt to solicit,
          divert or hire away, to any competing business located in the territory, any
          employee of or consultant to Employer or any of its affiliates, regardless of
          whether Employee or consultant is full-time or temporary, the employment or
          engagement is pursuant to written agreement, or the employment is for a
          determined period or is at-will.

C.       
          Non-Competition Agreement. During Employees employment with
          Employer and for a period of 12 months thereafter, Employee shall not (except of
          behalf of or with the prior written consent of Employer) compete with Employer
          or any of its affiliates by directly or indirectly forming, serving as
          organizer, employee, director or officer of, or consultant

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to, or acquiring or
          maintaining more than a 1% passive investment in a depository financial
          institution or holding company therefore if such depository institution or
          holding company has one or more offices or branches located in the territory.

# Section 10 
Successors: Binding Agreement

The
rights and obligations of this Agreement shall bind and inure to the benefit of the
surviving corporation in any merger or consolidation in which Employer is a party, or to
any assignee of all or substantially all of Employers business and properties.
Employees rights and obligations under this Agreement may not be assigned by her,
except under her right to receive accrued but unpaid compensation, unreimbursed expenses
and other rights, if any, provided under this Agreement which survive termination of this
Agreement shall pass after death to the personal representative of her estate.

# Section 11 
Notice

For
the purposes of this Agreement, notices and all other communications provided for in the
Agreement shall be in writing and shall be deemed to have been duly given when personally
delivered or sent by certified mail, return receipt requested, postage prepaid, addressed
to the respective addresses last given by each party to the other; provided, however, that
all notices to Employer shall be directed to the attention of the Chief Executive Officer
with a copy to the Secretary of Employer. All notices and communications shall be deemed
to have been received on the date of delivery thereof.

# Section 12 
Governing Law

This
Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of South Carolina without giving effect to the conflict of laws principles
thereof. Any action brought by any party to this Agreement shall be brought and maintained
in a court of competent jurisdiction in State of South Carolina.

# Section 13  Non
Waiver

Failure
of Employer to enforce any of the provisions of this Agreement or any rights with respect
thereto shall in no way be considered to be a waiver of such provisions or rights or in
any way affect the validity of this Agreement.

# Section 14 
Enforcement

Employee
aggress that in the event of any breach or threatened breach by Employee of any covenant
contained in Section 9(A), 9(B), or 9(C) hereof, the resulting injuries to Employer would
be difficult or impossible to estimate accurately, even though irreparable injury or
damages would certainly result. Accordingly, an award of legal damages, if without other
relief, would be inadequate to protect Employer. Employee, therefore, agrees that in the
event of any such breach, Employer shall be entitled to obtain from a court of competent
jurisdiction an injunction to restrain the breach or anticipated breach of any such

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covenant, and to obtain any other available legal, equitable, statutory or contractual
relief. Should Employer have cause to seek such relief, no bond shall be required from
Employer and Employee shall pay all attorneys fees and court costs which Employer
may incur to the extent Employer prevails in its enforcement action.

# Section 15 
Saving Clause

The
provisions of this Agreement shall be deemed severable and the invalidity or
unenforceability of any provision shall not affect the validity or enforceability of the
other provisions thereof. If any provision or clause of this Agreement, or portion
thereof, shall be held by any court or other tribunal of competent jurisdiction to be
illegal, void, or unenforceable in such jurisdiction, the remainder of such provision
shall not be thereby affected and shall be given full effect, without regard to the
invalid portion. It is the intention of the parties that, if any court construes any
provision or clause of this Agreement, or any portion thereof, to be illegal, void, or
unenforceable because of the duration of such provision or the area or matter covered
thereby, such court shall reduce the duration, area, or matter or such provision, and, in
its reduced form, such provision shall then be enforceable and shall be enforced. Employee
and Employer hereby agree that this Agreement may be amended from time to time to modify
the terms of Section 9(A), 9(B), or 9(C) the definition of the term Territory
and the definition of the term Business to reflect changes in Employers
business and affairs so that the scope of the limitations placed on Employees
activities by Section 9 accomplishes the parties intent in relation to the current
facts and circumstances.

# Section 16 
Certain Definitions

A.       
          Affiliate shall mean any business entity controlled by, controlling
          or under common control with Employer.

B.       
          Business shall mean the operation of a depository financial
          institution, including, without limitation, the solicitation and acceptance of
          deposits of money and commercial paper, the solicitation and funding of loans
          and the provision of other banking services, and any other related business
          engaged in by Employer or any of its Affiliates as of the date of termination.

C.       
          Non-Control Transaction shall mean a transaction described below:

| | i)   
                     The shareholders of the Company, immediately before such a merger,
                    consolidation or reorganization, own, directly or indirectly, immediately
                    following such a merger, consolidation or reorganization, at least 50% of the
                    combined voting power of the outstanding voting securities of the corporation
                    resulting from such a merger, consolidation or reorganization (the
                    Surviving Corporation) in substantially the same proportion as their
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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| | ownership of the voting securities immediately before such merger, consolidation
                    or reorganization; and,
| | ----------------------------------------------------------------------------------------------------------------------------

| | ii)   
                     Immediately following such merger, consolidation or reorganization, the number
                    of directors on the board of directors of the Surviving Corporation who were
                    members of the Incumbent Board shall at least equal the number of directors who
                    were affiliated with or appointed by the other party to the merger,
                    consolidation or reorganization.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

D.       
          Competing Business shall mean any business that, in whole or in
          part, is the same or substantially the same as the Business.

E.       
          Territory shall mean Beaufort and Jasper counties.

F.       
          Notice of Termination shall mean a written notice of termination
          from Employer or Employee which specifies an effective date of termination,
          indicates the specific termination provision(s) in this Agreement relied upon,
          and, in the case of a termination for Good Reason or for Cause, sets forth in
          reasonable detail the facts and circumstances claimed to provide the basis for
          termination of Employees employment under the provision so indicated.

# Section 17 
Entire Agreement

This
Agreement constitutes the entire agreement between the parties hereto and supersedes all
prior agreements, if any, understanding and arrangements, oral or written, between the
parties hereto with respect to the subject matter hereof.

IN
WITNESS WHEREOF, Employer has caused this Agreement to be executed by its Chief Executive
Officer and Employee has signed this Agreement, effective of the date first above written.

|                          | 
|------------------------- | 
|ATTEST:                   | 
|By:  /s/ Karen B. Sprague | 
|Name: Karen B. Sprague    | 
|                          | 
|                          | 
|                          | 
|                          | 

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