E. The Company and Executive agree to the following    concerning outstanding grants of stock options, restricted stock    units (“RSUs”) and performance shares to    Executive:     1. The following vested stock options:    (i) 125,000 shares granted on November 10, 1999;    (ii) 125,000 shares granted on November 10, 1999;    (iii) 150,000 shares granted on May 16, 2001 and    (iv) 150,000 shares granted on December 15, 2004    shall terminate, if not exercised, on their respective    expiration dates (i.e. November 10, 2009, November 10,    2009, May 16, 2011, and December 15, 2014,    respectively);     2. The vested stock options to acquire 150,000 shares    granted on December 3, 1998 shall terminate, if not    exercised, on the 90th day following the Termination Date;     3. The vested stock options to acquire 150,000 shares    granted on November 30, 2000 shall terminate on the date    hereof;     4. Assuming Executive does not revoke his signature during    the seven day period set forth in Section VII, the    Committee shall grant to Executive on the 8th day after the    date hereof an option to acquire 150,000 shares of the    Company’s Common Stock at an exercise price of $7.25 per    share, an expiration date of November 30, 2010, and with    such other terms as are contained in the Company’s standard    form of option agreement;     5. Assuming Executive does not revoke his signature during    the seven day period set forth in Section VII, the    50,000 shares of restricted stock granted to Executive    pursuant to that certain Restricted Stock Units Award Agreement    dated December 12, 2007 shall vest on the 8th day    after the date hereof;     6. Assuming Executive does not revoke his signature during    the seven day period set forth in Section VII, one-half    (50,000 shares) of the performance shares granted to    Executive pursuant to that certain Performance Share Award    Agreement dated December 12, 2007 shall vest on the    8th day after the date hereof;     7. Assuming Executive does not revoke his signature during    the seven day period set forth in Section VII, one-half    (50,000 shares) of the performance shares granted to    Executive pursuant to that certain Performance Share Award    Agreement dated December 12, 2007 shall vest if the    Company’s EBITDA for the fiscal year ended in 2009 equals    or exceeds $9,960,000; and     8. Any other unvested right to receive Company stock shall    terminate on the date hereof.     F. Executive acknowledges that upon receipt of the above,    he is not owed any further money or any further equity    compensation by the Company.     G. Executive hereby resigns his positions of Chairman of    the Board, Chief Executive Officer, President and Director and    any other positions he holds with the Company and with each of    Company’s subsidiaries and affiliated entities and the    Company hereby accepts the resignations. At the request of    Company, Executive agrees to execute any documents reasonably    requested to effectuate or to facilitate his resignations.    Executive agrees he did not resign as a result of a disagreement    of the type referred to in Item 5.02(a)(1) of    Form 8-K.     H. By December 31, 2008, Executive’s Employment    Agreement must be amended to either comply with    Section 409A of the Internal Revenue Code    (“Code”) or to qualify for an exception to the    requirements of Code Section 409A. To qualify for an    exception to the requirements of Code Section 409A, Executive    and the Company hereby amend Executive’s Employment    Agreement by the following:     1. Section 5(f) shall be amended by adding the word    “material” between the words “A decrease” in    paragraph (ii) and by adding the following language to the    end thereof: “Executive shall give written notice of his    intent to terminate his employment under this Section 5(f)    and the facts underlying his reasons for termination, and during    the 10 days thereafter, the Company shall have an    opportunity to cure the facts giving rise to the    Executive’s reasons for termination of employment.”     2. Section 6 of the Employment Agreement is amended by    adding the following Section 6(h): “Notwithstanding    any provision in this Agreement to the contrary, any severance    payment paid to you under this Section 6 shall be paid in a    lump sum within 30 days following the date of your    termination of employment.”     I. For a period of six (6) months following the    Termination Date, Executive agrees to provide consultation and    advice, on an as needed and as requested basis, as an    independent contractor, to assist in the transition of    Executive’s duties to other Company employees. Executive    shall be paid based on an hourly rate of $250 for any such    services.