##### 



EXHIBIT 10.34
 
    
    Compensation and Benefits
  1




---



##### 



1.
    
    Your base salary will be $5,769.23 per pay period ($150,000 per annum), payable
bi-weekly in arrears, by direct bank transfer.2.
    
    You will be eligible to participate in the Companys Officer Incentive Compensation
Bonus Plan (OICP), effective January 1, 2008. You will receive more information regarding
this plan after approval by the Compensation Committee.3.
    
    You will be granted restricted stock awards under the Companys 2004 Equity Incentive
Plan as follows:
 a.
    
    Annual Awards. You will be granted a Restricted Stock Award
for 4,000 shares on January 1, 2008.b.
    
    Annual Performance Awards. You will be granted stock awards or
stock units for an additional 1,000 shares based on the Companys achievement of
certain performance goals beginning January 1, 2008 and on the next three
anniversaries of that date.
 You will receive further information regarding these stock awards, including applicable
vesting schedules, in the near future.4.
    
    You will receive the termination provisions and payments as outlined in Addendum A of
this letter. These provisions supersede those outlined in your November 6, 2006 employment
agreement for your promotion to Regional Director.5.
    
    Your annual performance review is scheduled for early 2008 consistent with the
companys annual performance review process and timeline. Interim performance reviews are
scheduled at your managers discretion.6.
    
    Your monthly car allowance will be $575.00.
      
 /s/ Tim McGettigan
    
    December 4, 2007Tim McGettigan
    
    Date
 2




---



##### 



Addendum A:
 Termination Provision:
  Without Cause or Good Reason:
  By Company for Cause:
  Death:
  Permanent Disability:
  Non-raiding of Employees:
  a)
    
    Shall not identify any Company employees to any third party as potential candidates for
employment, such as disclosing names, backgrounds and qualifications, of any Company
employees.b)
    
    Shall not personally or though any other person approach, recruit, or otherwise solicit
employees of the Company to work for any other employer; andc)
    
    Shall not participate in any pre-employment interviews with any person who was employed
by the Company while employed or retained by the Company.
 3




---



##### 



Termination Payments:
 Termination Without Cause:
  a)
    
    The Company shall pay you, as liquidated damages and in lieu of all other remedies to
which you might be entitled arising out of the termination, termination payments equal to
six months salary plus any incentive compensation bonuses for which you are eligible
under the terms of the applicable plan at that time; andb)
    
    For a six-month period after the date of termination, the Company shall continue to
provide at the Companys cost, the Companys health benefits to you and qualifying family
members.c)
    
    Such liquidated damages shall be paid only if you execute a full and final general
release of all claims against Company (including Companys officers, directors, agents,
employees and assigns) arising out of your employment relationship with Company.
  All Other Terminations
  4