EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the
      15th
      day of
      September, 2005 by and between OUTCAST, INC. (the “Company”), a Nevada
      corporation, and KELLY CLARK (the “Executive”), currently a resident of the
      State of California,

    


    W
      I T
      N E S S E T H:

     

    WHEREAS, the
      Company desires to employ the Executive as a Director and Secretary, and the
      Executive desires to be employed by the Company as such, in accordance with
      the
      provisions of this Agreement; and

     

    WHEREAS, in
      addition to the employment provisions contained herein, the Company and the
      Executive have agreed to certain restrictions, covenants, agreements and
      severance payments, as set forth in this Agreement;

     

    NOW,
      THEREFORE, in consideration of the foregoing premises, the respective covenants,
      agreements and obligations contained herein, the employment of the Executive
      by
      the Company pursuant to this Agreement and for other good and valuable
      consideration, the receipt and sufficiency of which are hereby acknowledged,
      the
      Company and the Executive hereby agree as follows:

     

    Section
      1. Employment;
      Term.

     

    (a) Employment.
      Unless
      the Executive’s employment with the Company is terminated earlier as provided in
      this Agreement, the Company hereby agrees to employ the Executive, and the
      Executive hereby agrees to be employed by the Company, during the Term (as
      hereinafter defined), on a full-time basis in accordance with the provisions
      of
      this Agreement.

     

    (b) Term.
      Unless
      the Executive’s employment with the Company is terminated earlier in accordance
      with Section 4 hereof, the initial term of the Executive’s employment with the
      Company under this Agreement shall begin on September 15, 2005 and shall end
      on
      the three-year anniversary of such date (the “Initial Term”); provided, however,
      that upon the expiration of the Initial Term, the Executive’s employment under
      this Agreement shall thereafter be automatically extended upon the same terms
      and conditions as set forth herein for successive one year terms (each, a
“Renewal Term”), unless the Company or the Executive shall have delivered to the
      other a written notice not less than ninety (90) days prior to the expiration
      of
      the Initial Term or any Renewal Term stating that the term of this Agreement
      shall not be so extended, in which case the Executive’s employment hereunder
      shall terminate at the end of the Initial Term or a Renewal Term, as the case
      may be. During any Renewal Term, the Executive’s employment hereunder is subject
      to early termination in accordance with Section 4 hereof. The Initial Term
      and a
      Renewal Term may be referred to in this Agreement individually or collectively
      as the “Term.” 

           

     Section
      2. Position;
      Duties; Responsibilities.
      During
      the Term, the Executive:

     

    (a) shall
      serve as a Secretary of the Company;

     

    (b) shall
      have general responsibility over the administrative function of the Company
      and
      its subsidiaries and affiliates, subject to the direction and oversight of
      the
      Board of Directors of the Company;


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (c) shall
      have such other executive level authority, duties and responsibilities at the
      Company as may from time to time be reasonably prescribed by the Board of
      Directors of the Company or by the By-Laws of the Company;

     

    (d) shall
      perform diligently and faithfully, and use her reasonable best efforts in the
      performance of, her duties and responsibilities under this
      Agreement;

     

    (e) shall
      devote all of her working time, attention, energies and skills to her duties
      and
      responsibilities under this Agreement and to the furtherance of the business
      and
      interests of the Company; and

     

    (f) shall
      maintain her office at which she performs her duties and responsibilities under
      this Agreement at __________________________ and shall maintain her presence
      during normal business hours at such office, other than for travel on Company
      business.

    


    Section
      3. Compensation
      and Employee Benefits.

     

    (a) Base
      Salary.
      During
      the Term, for all services rendered in all capacities by the Executive to or
      on
      behalf of the Company or any of the Company’s subsidiaries or affiliates, the
      Company shall pay to the Executive an annual base salary of the Company’s of
      $81,250 per calendar year, as may be increased from time to time by the Board
      of
      Directors (or a committee thereof) of the Company (the “Base Salary”). If an
      increase in the Executive’s Base Salary is approved by the Board of Directors
      (or a committee thereof) of the Company, the new salary shall become the
      applicable Base Salary under this Agreement. The Base Salary shall be paid
      to
      the Executive in accordance with the Company’s usual and customary payroll
      practices applicable to its employees generally (including, but not limited
      to,
      withholdings for taxes and other amounts) and shall be pro-rated for any partial
      year of employment.

      

    (b) Incentive
      Compensation.
      During
      the Term, the Executive shall be entitled to participate in all incentive
      compensation plans and programs generally available to executive officers of
      the
      Company (as currently are in effect or as may hereafter be established, amended
      or in effect), subject to the terms and conditions of such plans and programs.
      The performance factors, measures, goals or targets, the award levels and the
      other terms and conditions of any award shall be determined in the discretion
      of
      the Board of Directors (or a committee thereof) or the Chairman of the Company;
      provided, however, that during the Term, the “target” award level of any short
      term incentive compensation award granted to the Executive shall not be less
      than 5% of her Base Salary.

    


    In
      addition, the Company shall, within sixty (60) days following the commencement
      of the Initial Term, grant to the Executive an award of Sixteen Thousand, Eight
      Hundred and Twenty Eight (16,828) Founder’s shares of the Company.

     

    (c) Employee
      Benefits.
      During
      the Term, the Executive shall be entitled to participate in all employee benefit
      plans and programs generally available to executive officers of the Company
      (as
      currently in effect or as may hereafter be established, amended or in effect),
      subject to the terms, conditions and eligibility requirements of such plans
      and
      programs. The employee’s cost of participation in such plans and programs shall
      be as determined by the Board of Directors (or a committee thereof) of the
      Company, if not set forth in the plans and programs.

     

    (d) Other
      Policies.
      All
      other matters relating to the employment of the Executive by the Company not
      specifically addressed in this Agreement or in the plans and programs referenced
      in this Section (including, but not limited to, vacation, sick and other paid
      time off) shall be subject to the employee handbooks, rules, policies,
      procedures, corporate governance guidelines and codes of conduct and ethics
      of
      the Company, as
      are
      currently in effect or as may hereafter be in effect from time to time and
      as
      may be applicable to executive officers of the Company. The Executive shall
      be
      entitled to paid vacation in accordance with Company policy, but in no event
      shall he be entitled to fewer than twenty (20) days of paid vacation per
      calendar year (pro-rated for any partial years).


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (e) Acknowledgment
      by the Executive.
      Notwithstanding anything in this Agreement to the contrary, the Executive
      understands, acknowledges and agrees that the Company may, in its sole
      discretion, amend, modify, replace, freeze, suspend or terminate any or all
      of
      the incentive compensation, employee benefit, retirement and other plans and
      programs available, as well as any other rules, policies or procedures
      applicable, to the Executive from time to time, but only so long as any such
      actions are not designed to affect solely the Executive.

     

    (f) Automobile
      Allowance.
      During
      the Term, the Company shall provide to the Executive an automobile allowance
      of
      (no allowance) per month. The insurance, maintenance, fuel, license plates
      and
      other costs relating to this automobile shall be the responsibility of and
      paid
      by the Executive. The Executive shall not be entitled to any reimbursement
      for
      mileage relating to the use of such automobile, other than as set forth in
      Section 3(g) and other than for Company business trips that are within 200
      miles
      of the Executive’s principal office location. The Executive shall not be
      reimbursed for mileage between any of the Company’s offices or facilities and
      the Executive’s residence.

     

    (g) Taxes.
      All
      taxes (other than the Company’s portion of any employment taxes) on the Base
      Salary and other amounts payable to the Executive under this Agreement or any
      plan or program shall be the responsibility of and paid by the Executive. The
      Company shall be entitled to withhold from the Executive’s Base Salary and all
      other amounts payable to her under this Agreement or any plan or program (i)
      applicable income, employment and other taxes, (ii) such amounts authorized
      by
      the Executive, and (iii) other appropriate and customary amounts.

     

    (i) Expense
      Reimbursements.
      The
      Company shall reimburse the Executive for all reasonable and customary
      out-of-pocket expenses incurred by the Executive related to the performance
      of
      her duties and responsibilities for the Company. The Executive shall comply
      with
      the Company’s standard expense reimbursement policies and procedures in effect
      from time to time.

     

    Section
      4. Termination
      of Employment.

     

    In
      addition to a termination of the Executive’s employment upon a determination by
      the Company or the Executive not to extend the Term (as provided in Section
      1(b)
      hereof), the Executive’s employment with the Company may be terminated during
      the Term in any of the following ways:

     

    (a) Termination
      by the Company for Cause.
      The
      Company, upon written notice to the Executive, may terminate the Executive’s
      employment with the Company immediately for Cause. For purposes of this
      Agreement, “Cause” is defined as any of the following: 

     

    (i) any
      refusal by the Executive to follow the lawful directions of the Board of
      Directors or the Chairman of the Company that are consistent with the
      Executive’s duties and responsibilities under this Agreement; or

     

    (ii) any
      gross negligence by the Executive in managing the business or affairs of the
      Company or in carrying out her duties and responsibilities under this Agreement
      (or any negligence by any employee of the Company who reports to the Executive
      in managing the business or affairs of the Company or in performing such
      employee’s duties at the Company with the knowledge of the Executive and where
      the Executive allows or fails to prevent such negligent acts or omissions);
      or


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (iii) any
      dishonesty, fraud, theft or embezzlement by the Executive (or by any employee
      of
      the Company who reports to the Executive with the knowledge of the Executive
      and
      where the Executive allows or fails to prevent such dishonesty, fraud, theft
      or
      embezzlement by such employee) upon or against the Company or any of the
      Company’s subsidiaries or affiliates or any customer of the Company or any of
      the Company’s subsidiaries or affiliates; or

     

    (iv) any
      conviction of, or the entering of any plea of guilty or nolo contendere
      by, the
      Executive for any felony; or

     

    (v) any
      intentional or negligent violation by the Executive (or by any employee of
      the
      Company who reports to the Executive with the knowledge of the Executive and
      where the Executive allows or fails to prevent such violation by such employee)
      of any law, statute, rule, regulation or governmental requirement that has
      or
      may have a material adverse effect on the Company or any of the Company’s
      subsidiaries or affiliates; or

     

    (vi) any
      material noncompliance by the Executive (or by any employee of the Company
      who
      reports to the Executive with the knowledge of the Executive and where the
      Executive allows or fails to prevent such noncompliance by such employee) with
      any provision of any employee handbook, code of business conduct and ethics
      or
      corporate governance guidelines, or any rule, policy or procedure, of the
      Company or any of the Company’s subsidiaries or affiliates as are applicable to
      the Executive and currently in effect or as may hereafter be in effect from
      time
      to time; or

     

    (vii) any
      breach by the Executive of any provision of this Agreement; or

     

    (viii) any
      inaccuracy in or breach of the Executive’s representation and warranty contained
      in Section 13(r) hereof; or

     

    (ix) any
      refusal by the Executive to transfer her employment to a subsidiary or affiliate
      of the Company, or any refusal by the Executive to relocate her principal place
      of employment from the office or facility to which he may then be assigned
      to a
      different office or facility of the Company or any subsidiary or affiliate
      of
      the Company, following a request for such a transfer or relocation by the
      Company.

     

    (b) Termination
      by the Company without Cause.
      The
      Company, upon not less than ninety (90) days’ prior written notice to the
      Executive, may terminate the Executive’s employment with the Company without
      Cause.

     

    (c) Termination
      by the Executive for Good Reason.
      The
      Executive, upon not less than ninety (90) days’ prior written notice to the
      Company, may terminate her employment with the Company for Good Reason. For
      purposes of this Agreement, “Good Reason” is defined as any material breach by
      the Company of any provision of this Agreement.

     

    (d) Termination
      by the Executive without Good Reason.
      The
      Executive, upon not less than ninety (90) days’ prior
      written notice to the Company, may terminate her employment with the Company
      without Good Reason.

     

    (e) Termination
      in the Event of Death or Disability.
      The
      Executive’s employment with the Company shall terminate immediately upon the
      death of the Executive. The Executive’s employment with the Company may be
      terminated immediately by the Company in the event of the occurrence of a
      Disability of the Executive. For purposes of this Agreement, a “Disability”
shall be defined as an illness or a physical or mental disability or incapacity
      of the Executive such that the Executive has not been able to perform the
      essential functions of her duties and responsibilities under this Agreement
      (as
      reasonably determined by the Company), with or without reasonable accommodation,
      for at least sixty (60) days (whether consecutive or non-consecutive days)
      during any one (1) year period, including, but not limited to, any reasonable
      determination by the Company of alcoholism or drug, chemical or substance abuse
      or addiction by the Executive. A Disability may, but is not required to, be
      evidenced by a signed, written opinion of an independent, qualified medical
      doctor selected by the Board of Directors or the Chairman of the Company and
      paid for by the Company. The Executive hereby agrees to make herself promptly
      available for examination by such medical doctor upon reasonable request by
      the
      Board of Directors or the Chairman and consents to provide promptly the results
      of such examination and any diagnosis to the Company. Nothing in this Section
      is
      intended to be in violation of the Americans with Disabilities
      Act.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (f) Termination
      by the Executive in the Event of a Change in Control.
      Following a Change in Control (as hereinafter defined), the Executive, upon
      not
      less than thirty (30) days’ prior written notice to the Company, may terminate
      her employment with the Company upon the occurrence of any of the following
      events during the six (6) month period immediately following a Change in
      Control:

     

    (i) a
      material reduction in the Executive’s duties or responsibilities from those in
      effect on the day before the Change in Control, or

     

    (ii) a
      material breach of any provision of this Agreement by the Company.

        

    For
      purposes of this Agreement, a “Change in Control” shall mean a transaction or
      series of related transactions pursuant to which (i) at least fifty-one percent
      (51%) of the outstanding shares of common stock of the Company, on a fully
      diluted basis, shall subsequent to the date of this Agreement be acquired by
      any
      Person (as hereinafter defined) unrelated to or unaffiliated with the Company,
      (ii) the Company merges into, consolidates with or effects any plan of share
      exchange or other combination with any Person unrelated to or unaffiliated
      with
      the Company in a transaction where the holders of voting shares of the Company
      immediately prior to the transaction do not hold a majority of the voting shares
      of the surviving entity immediately following such transaction, or (iii) the
      Company disposes of all or substantially all of its assets other than in the
      ordinary course of business, to any Person unrelated to or unaffiliated with
      the
      Company.

     

    Notwithstanding
      the foregoing, for purposes of the definition of “Change in Control,” (x) a
      Person shall not include any subsidiary or affiliate of the Company. Employee
      Stock Ownership Plan (collectively, the “ESOP”), or any other employee benefit
      plan currently or hereafter sponsored by the Company or any subsidiary or
      affiliate of the Company, (y) the outstanding shares of common stock of the
      Company, on a fully diluted basis, shall include all shares owned by the ESOP,
      whether allocated or unallocated to the accounts of participants, and (z) a
      transaction or a series of transactions pursuant to which the Company is taken
      private or no longer has shares of stock that are listed for trading on any
      securities exchange or market shall not constitute a Change in
      Control.

     

    (g) Limited
      Right to Cure.
      In the
      event that the Company desires to terminate the Executive’s employment for Cause
      pursuant to Sections 4(a)(i), 4(a)(vi) or 4(a)(vii) hereof, the Company shall
      first deliver to the Executive a written notice which shall (i) indicate the
      specific provisions of this Agreement relied upon for such termination, (ii)
      set
      forth in reasonable detail the facts and circumstances claimed to provide the
      grounds for such termination, and (iii) describe the steps, actions, events
      or
      other items that must be taken, completed or followed by the Executive to
      correct or cure the grounds for such termination. The Executive shall then
      have
      thirty (30) days following the effective date of such notice to fully correct
      and cure the grounds for the termination of her employment to the reasonable
      satisfaction of the Board of Directors of the Company. If the Executive does
      not
      fully correct and cure such grounds within such thirty (30) day period, then
      the
      Company shall have the right to terminate the Executive’s employment with the
      Company immediately for Cause upon delivering to the Executive written notice
      of
      such fact, and the Executive shall have no further cure period with respect
      thereto. Notwithstanding the foregoing and regardless of the grounds for the
      termination, the Executive shall be entitled to so correct and cure only one
      (1)
      time during the Term, unless the Board of Directors of the Company has
      reasonably determined that the grounds for termination were incorrect or
      inapplicable, in which case the Executive shall still have the ability to
      correct and cure one (1) time during the Term.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      the
      event that the Executive desires to terminate her employment with the Company
      for Good Reason pursuant to Section 4(c) hereof, the Executive shall first
      deliver to the Company a written notice which shall (A) indicate the specific
      provisions of this Agreement relied upon for such termination, (B) set forth
      in
      reasonable detail the facts and circumstances claimed to provide the grounds
      for
      such termination, and (C) describe the steps, actions, events or other items
      that must be taken, completed or followed by the Company to correct or cure
      the
      grounds for such termination. The Company shall then have thirty (30) days
      following the effective date of such notice to fully correct and cure the
      grounds for the Executive’s termination of her employment to the reasonable
      satisfaction of the Executive. If the Company does not fully correct and cure
      such grounds within such thirty (30) day period, then the Executive shall have
      the right to terminate her employment with the Company immediately for Good
      Reason upon delivering to the Company written notice of such fact, and the
      Company shall have no further cure period with respect thereto. Notwithstanding
      the foregoing and regardless of the grounds for the termination, the Company
      shall be entitled to so correct and cure only one (1) time during the Term,
      unless the Board of Directors of the Company has reasonably determined that
      the
      grounds for termination were incorrect or inapplicable, in which case the
      Company shall still have the ability to correct and cure one (1) time during
      the
      Term.

     

    Section
      5. Payment
      Upon Termination of Employment.
      Upon
      the termination of the Executive’s employment with the Company pursuant to
      Section 1(b) or Section 4 hereof, the Executive shall receive, subject to
      Sections 5(g) and 5(h), the following in accordance with the appropriate
      subsection below:

     

    (a) Termination
      by the Company for Cause or by the Executive without Good Reason.
      Upon
      the termination of the Executive’s employment by the Company for Cause pursuant
      to Section 4(a) hereof or by the Executive without Good Reason pursuant to
      Section 4(d) hereof, the Company shall pay to the Executive (i) that portion
      of
      her Base Salary earned through her last day of employment with the Company
      on
      its next regularly scheduled payroll date, (ii) a severance payment in a single
      lump sum equal to the Executive’s Base Salary (calculated as a monthly amount)
      for three (3) months (provided, however, that if the Company terminates the
      Executive’s employment for Cause pursuant to Section 4(a)(viii), then the
      Company shall not be required to make any severance payment to the Executive),
      (iii) all amounts that are fully vested and properly payable on or before her
      last day of employment with the Company under all retirement plans sponsored
      by
      the Company in accordance with the provisions of such plans, and (iv) all other
      amounts that are properly payable to the Executive by the Company that have
      not
      been paid to her on or before her last day of employment. The foregoing amounts
      shall be paid to the Executive within sixty (60) days following her last day
      of
      employment with the Company, unless provided otherwise by the ESOP or by a
      retirement, incentive compensation or other plan of the Company.

     

    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive in accordance with (I) the incentive compensation plan applicable
      to
      such award (an “Incentive Plan”), (II) the applicable written agreement between
      the Company and the Executive relating to an incentive compensation award (an
      “Award Agreement”), or (III) in the absence of an Incentive Plan or an Award
      Agreement relating to a particular award, as determined by the Board of
      Directors (or a committee thereof) or the Chairman of the Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    (b) Termination
      by the Company Without Cause or by the Executive for Good Reason.
      Upon
      the termination of the Executive’s employment by the Company without Cause
      pursuant to Section 4(b) hereof or by the Executive for Good Reason pursuant
      to
      Section 4(c) hereof, the Company shall pay to the Executive (i) that portion
      of
      her Base Salary earned through her last day of employment with the Company
      on
      its next regularly scheduled payroll date, (ii) a severance payment equal to
      the
      Executive’s Base Salary (calculated as a monthly amount) for a period of the
      earlier of twelve (12) months following the Executive’s last day of employment
      with the Company or the Executive’s first day of a new position with another
      Person, (iii) all amounts that are fully vested and properly payable on or
      before her last day of employment under all retirement plans sponsored by the
      Company in accordance with the provisions of such plans, and (iv) all other
      amounts that are properly payable to the Executive by the Company that have
      not
      been paid to her on or before her last day of employment. The foregoing monthly
      severance payment shall begin within thirty (30) days following the Executive’s
      last day of employment with the Company and all other amounts shall be paid
      to
      the Executive within sixty (60) days of her last day of employment with the
      Company, unless provided otherwise by the ESOP or by a retirement, incentive
      compensation or other plan of the Company.

     

    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive in accordance with (I) the applicable Incentive Plan, (II) the
      applicable Award Agreement, or (III) in the absence of an Incentive Plan or
      an
      Award Agreement relating to a particular award, as determined by the Board
      of
      Directors (or a committee thereof) or the Chairman of the Company.

     

    (c) Termination
      Upon Death of the Executive.
      Upon
      the death of the Executive, the Company shall pay to the Executive’s estate (i)
      that portion of the Executive’s Base Salary earned through the date of her death
      on its next regularly scheduled payroll date, (ii) all amounts that are fully
      vested and properly payable on or before her date of death under all retirement
      plans of the Company in accordance with the provisions of such plans, and (iii)
      all other amounts that are properly payable to the Executive by the Company
      that
      have not been paid to her on or before her date of death. The foregoing amounts
      shall be paid to the Executive’s estate or authorized representative within
      sixty (60) days following her death, unless provided otherwise by the ESOP
      or by
      a retirement, incentive compensation or other plan of the Company.

    


    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive’s estate or authorized representative in accordance with (I) the
      applicable Incentive Plan, (II) the applicable Award Agreement, or (III) in
      the
      absence of an Incentive Plan or an Award Agreement relating to a particular
      award, as determined by the Board of Directors (or a committee thereof) of
      the
      Company.

     

    (d) Termination
      Upon a Disability.
      Upon
      the termination of the Executive’s employment by the Company upon the occurrence
      of a Disability pursuant to Section 4(e) hereof, the Company shall pay to the
      Executive (i) that portion of the Executive’s Base Salary earned through the
      date of her last day of employment with the Company on its next regularly
      scheduled payroll date, (ii) a severance payment, payable in a lump sum, equal
      to the Executive’s Base Salary (calculated as a monthly amount) for three (3)
      months, (iii) all amounts that are fully vested and properly payable on or
      before her last day of employment under all retirement plans of the Company
      in
      accordance with the provisions of such plans, and (iv) all other amounts that
      are properly payable to the Executive by the Company that have not been paid
      to
      her on or before her last day of employment. The foregoing amounts shall be
      paid
      to the Executive within sixty (60) days following her last day of employment
      with the Company, unless provided otherwise by the ESOP or by a retirement,
      incentive compensation or other plan of the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive in accordance with (I) the applicable Incentive Plan, (II) the
      applicable Award Agreement, or (III) in the absence of an Incentive Plan or
      an
      Award Agreement relating to a particular award, as determined by the Board
      of
      Directors (or a committee thereof) or the Chairman of the Company.

     

    (e) Termination
      Upon No Extension of Term.
      Upon
      the termination of the Executive’s employment upon either the Company or the
      Executive providing the notice contemplated by Section 1(b) hereof that the
      Term
      of the Executive’s employment shall not be extended, the Company shall pay to
      the Executive (i) that portion of her Base Salary earned through her last day
      of
      employment with the Company on its next regularly scheduled payroll date, (ii)
      in the event the Company elects not to extend the Term of the Executive’s
      employment, a severance payment equal to the Executive’s Base Salary (calculated
      as a monthly amount) for a period of the earlier of twelve (12) months following
      the Executive’s last day of employment with the Company or the Executive’s first
      day of a new position with another Person, or in the event the Executive elects
      not to extend the Term of the Executive’s employment, a severance payment in a
      single lump sum equal to the Executive’s Base Salary (calculated as a monthly
      amount) for three (3) months, (iii) all amounts that are fully vested and
      properly payable on or before her last day of employment under all retirement
      plans sponsored by the Company in accordance with the provisions of such plans,
      and (iv) all other amounts that are properly payable to the Executive by the
      Company that have not been paid to her on or before her last day of employment.
      The foregoing monthly severance payment shall begin within thirty (30) days
      following the Executive’s last day of employment with the Company and other
      amounts shall be paid to the Executive within sixty (60) days of her last day
      of
      employment, unless provided otherwise by the ESOP or by a retirement, incentive
      compensation or other plan of the Company.

    


    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive in accordance with (I) the applicable Incentive Plan, (II) the
      applicable Award Agreement, or (III) in the absence of an Incentive Plan or
      an
      Award Agreement relating to a particular award, as determined by the Board
      of
      Directors (or a committee thereof) or the Chairman of the Company.

     

    (f) Termination
      by the Executive following a Change in Control.
      Upon
      the termination of the Executive’s employment by the Executive following a
      Change in Control pursuant to Section 4(f) hereof, the Company shall pay to
      the
      Executive (i) that portion of her Base Salary earned through her last day of
      employment with the Company, (ii) a severance payment equal to the Executive’s
      Base Salary (calculated as a monthly amount) for a period of the earlier of
      twelve (12) months following the Executive’s last day of employment with the
      Company or the Executive’s first day of a new position with another Person,
      (iii) all amounts that are fully vested and properly payable on or before her
      last day of employment under all retirement plans sponsored by the Company
      in
      accordance with the provisions of such plans, and (iv) all other amounts that
      are properly payable to the Executive by the Company that have not been paid
      to
      her on or before her last day of employment. The foregoing monthly severance
      payment shall begin within thirty (30) days following the Executive’s last day
      of employment with the Company and other amounts shall be paid to the Executive
      within sixty (60) days of her last day of employment with the Company, unless
      provided otherwise by the ESOP or by a retirement, incentive compensation or
      other plan of the Company.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    In
      addition, all outstanding awards of cash bonuses, stock options, restricted
      stock and other incentive compensation (whether cash or equity based) shall
      vest
      and be paid or distributed to, or be exercisable by, as the case may be, the
      Executive simultaneously with a Change in Control unless expressly provided
      otherwise in (I) the applicable Incentive Plan, or (II) the applicable Award
      Agreement.

    


    (g) COBRA
      Coverage.
      If the
      Executive is participating in the Company’s group health plan at the time of her
      termination of employment and he elects to continue such coverage for herself
      and/or her spouse and legal dependents under the Consolidated Omnibus Budget
      Reconciliation Act of 1986, as amended (“COBRA”), the Executive shall pay the
      premiums associated with such continued coverage and the Company shall reimburse
      the Executive only for the premiums actually paid by her associated with such
      continued coverage until the earlier of (i) the expiration of the period of
      time
      that the Executive has elected to receive continued coverage under the Company’s
      group health plan pursuant to COBRA (but, in any event, not to exceed twelve
      (12) months following her last day of employment with the Company), or (ii)
      the
      date on which the Executive becomes eligible to receive health insurance
      benefits from a new employer or another Person. The foregoing reimbursement
      of
      premiums shall be paid to the Executive only if her employment with the Company
      is terminated by the Company without Cause, by the Executive for Good Reason,
      by
      the Company in the event of a Disability of the Executive, by the Company in
      the
      event the Company elects not to extend the Term of the Executive’s employment or
      by the Executive following a Change in Control, and upon the condition that
      the
      Executive makes an appropriate election under COBRA.

     

    (h) Certain
      Other Matters.
      Notwithstanding the foregoing provisions of this Section 5, the following shall
      apply:

     

    (i) The
      Executive understands and agrees that the severance payments and the
      reimbursement for the premiums associated with the COBRA continuation coverage
      under this Section 5 shall constitute adequate consideration for her
      covenants and agreements set forth in Section 6 (Non-Disclosure, etc.), Section
      7 (Non-Competition), Section 8 (Non-Solicitation) and Section 9 (Intellectual
      Property) of this Agreement.

     

    (ii) Upon
      any termination of the Executive’s employment, the Executive shall execute (and
      not subsequently rescind or revoke) a release substantially similar to the
      release attached to this Agreement as Exhibit
      A.

     

    (iii) Any
      termination of the Executive’s employment with the Company in accordance with
      Section 1(b) or Section 4 hereof shall not affect either the Company’s
      obligation to make the payments and reimbursements required under this Section
      5
      (except as expressly provided in this Agreement) or the Executive’s covenants
      and agreements under Sections 6, 7, 8 or 9 of this Agreement. The Company’s
      obligation to make any severance payment or to make any reimbursement for the
      premiums associated with the COBRA continuation coverage to the Executive under
      this Section 5 shall terminate immediately without reinstatement of any
      obligation of the Company to resume paying or reimbursing the Executive
      hereunder if the Executive breaches any of the provisions of this Agreement
      (including, but not limited to, any of the provisions of Sections 6, 7, 8 or
      9)
      or refuses to execute (or rescinds or revokes) the release attached to this
      Agreement as Exhibit
      A.
      Notwithstanding any such termination of the Company’s obligation to pay or
      reimburse, (a) the covenants of the Executive set forth in Sections 6, 7, 8
      and
      9 hereof shall continue in full force and effect and be binding upon the
      Executive, and (b) the Company shall be entitled to the remedies specified
      in
      Section 12 hereof, among others.

    


    (iv) In
      the event of any termination of the Executive’s employment that requires prior
      written notice from either party, the Company shall during such thirty (30)
      or
      ninety (90) day notice period, as applicable, continue to pay the Executive
      her
      Base Salary but may, in its discretion, elect to direct the Executive not to
      report to work.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (v) In
      the event the Company gives notice to the Executive of its intent to terminate
      the Executive’s employment because the Company (or the division to which he has
      been assigned) will cease operations, then the Executive shall be entitled
      to
      receive the severance payments provided by this Section 5 only if the Executive
      remains as an employee of the Company (or the division to which he has been
      assigned) until such time as the Company (or the division) has actually ceased
      operations.

     

    (vi) If
      the Company becomes obligated to make monthly severance payments to the
      Executive pursuant to this Section 5 (the “Monthly Severance Payments”) and the
      Executive obtains an employee, consulting or other position with another Person
      without breaching any of her covenants set forth in this Agreement (including,
      but not limited to, her covenants set forth in Sections 6, 7, 8 or 9 hereof),
      then the Monthly Severance Payments shall terminate or be reduced as set forth
      in this paragraph. For purposes of this paragraph, the “New Monthly
      Compensation” shall mean the monthly base salary, consulting fee or other
      compensation associated with the Executive’s new position with another Person.
      In the event that the Executive’s New Monthly Compensation is equal to or
      greater than the Executive’s monthly Base Salary on her last day of employment
      with the Company, then the Company’s obligation to pay additional Monthly
      Severance Payments shall immediately terminate. In the event that the
      Executive’s New Monthly Compensation is less than the Executive’s monthly Base
      Salary on her last day of employment, then the Monthly Severance Payments shall
      be reduced for the period that the Company is obligated to make any severance
      payments such that the Monthly Severance Payments shall equal solely the amount
      by which the Executive’s monthly Base Salary on her last day of employment
      exceeds the New Monthly Compensation.

     

    If
      the
      Company’s obligation to pay Monthly Severance Payments has been terminated or
      reduced as provided in the foregoing paragraph, such obligation shall not
      thereafter be reinstated or increased, in whole or in part, and shall not affect
      the Executive’s covenants under Sections 6, 7, 8 or 9 of this Agreement. The
      Executive shall promptly provide written notice to the Company of her new
      position with another Person, which shall include an adequate confirmation
      of
      her New Monthly Compensation. If the Executive’s employment with the Company is
      terminated for any reason (whether by the Company or the Executive), he shall
      use her best efforts to obtain a new position (but without breaching her
      non-competition covenants set forth in Section 7 hereof) with another Person.
      In
      addition, the Executive shall not do any act or thing relating to any new
      position or her New Monthly Compensation to circumvent the operation of the
      foregoing paragraph.

    


    Section
      6. Non-Disclosure;
      Return of Confidential Information and Other Property; Compliance with
      Laws.

     

    (a) Confidential
      Information; Non-Disclosure.
      At all
      times while the Executive is employed by the Company or any of the Company’s
      subsidiaries or affiliates and at all times thereafter, the Executive shall
      not
      (i) directly or indirectly disclose, provide or discuss any Confidential
      Information with or to any Person other than those directors, officers,
      employees, representatives and agents of the Company or any of the Company’s
      subsidiaries or affiliates who need to know such Confidential Information for
      a
      proper corporate purpose, and/or (ii) directly or indirectly use any
      Confidential Information (A) to compete against the Company or any of the
      Company’s subsidiaries or affiliates, (B) to the detriment of the Company or any
      of the Company’s subsidiaries or affiliates, or (C) for the Executive’s own
      benefit or for the benefit of any Person other than the Company or any of the
      Company’s subsidiaries or affiliates. The Executive agrees that all Confidential
      Information is and at all times shall remain the property of the Company or
      any
      of the Company’s subsidiaries or affiliates, as applicable.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    For
      purposes of this Agreement, the term “Confidential Information” means any and
      all of the following, whether provided or disclosed to the Executive, prepared
      by the Executive or to which the Executive has been provided access by the
      Company or any of its representatives or agents, regardless of whether on,
      before or after the date of this Agreement:

     

    (i) any
      and all materials, records, data, documents, lists and information (whether
      in
      writing, printed, verbal, electronic, computerized, on disk, CD, DVD or
      otherwise) (A) relating or referring in any manner to the business, operations,
      affairs, financial condition, results of operation, assets, liabilities, sales,
      revenues, income, estimates, projections, budgets, policies, strategies,
      techniques, methods, products, developments, suppliers, vendors, relationships
      and/or customers of the Company or any of the Company’s subsidiaries or
      affiliates that are confidential, proprietary or not otherwise publicly
      available (other than through a breach of this Agreement by the Employee or
      any
      other impermissible disclosure), or (B) that the Company or any of the Company’s
      subsidiaries or affiliates has deemed confidential, proprietary or nonpublic;
      and

     

    (ii) without
      limiting the foregoing, any and all material nonpublic information of the
      Company within the meaning and intent of the federal securities laws;
      and

     

    (iii) without
      limiting the foregoing, any and all trade secrets of the Company or any of
      the
      Company’s subsidiaries or affiliates; and

     

    (iv) any
      and all copies, summaries, analyses, extracts, documents or information (whether
      prepared by the Company, the Employee or otherwise) which relate or refer to
      or
      reflect any of the items set forth in (i), (ii) or (iii) above.

    


    (b) Return
      of Confidential Information and Other Property.
      The
      Executive covenants and agrees (i) to return promptly to the Company, at the
      Company’s headquarters, all Confidential Information that is still in the
      Executive’s possession or control on her last day of employment with the Company
      or the location of which the Employee knows (including, but not limited to,
      any
      Confidential Information contained on the Executive’s personal or home
      computer), and (ii) to return promptly to the Company, at the Company’s
      headquarters, all vehicles, equipment, computers, credit cards, keys, access
      cards, passwords and other property of the Company that are still in the
      Executive’s possession or control on her last day of employment or the location
      of which the Employee knows, and to cease using any of the foregoing on and
      after her last day of employment.

     

    (c) Compliance
      with Laws.
      The
      Executive agrees, and shall ensure, that her performance of her duties and
      responsibilities under this Agreement shall be in compliance with all laws,
      rules, regulations and other legal requirements. The Executive also agrees
      to
      comply with the Company’s code of business conduct and ethics as currently in
      effect or as may hereafter be in effect from time to time. In addition, the
      Executive acknowledges and understands that, in the course of her performance
      of
      duties and responsibilities under this Agreement, he may be provided or have
      access to Confidential Information. Accordingly, the Executive shall not use
      such information as a basis to purchase, sell, hold or otherwise deal in any
      securities of the Company or to otherwise violate any federal or state
      securities laws.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

     Section
      7. Non-Competition.

     

    (a) The
      Executive hereby understands, acknowledges and agrees that, by virtue of her
      position at the Company, he has or will have advantageous familiarity and
      personal contacts with the suppliers, vendors, employees and customers (wherever
      located) of the Company and its subsidiaries or affiliates and has and will
      have
      advantageous familiarity with the Confidential Information and the business,
      operations, affairs and strategies of the Company and its subsidiaries or
      affiliates.

     

    (b) For
      a period of one (1) year following her last day of employment with the Company,
      the Executive shall not, in any location within the United States of America,
      directly or indirectly, or individually or together with any other Person,
      as
      owner, shareholder, investor, member, partner, proprietor, principal, director,
      officer, employee, manager, agent, representative, independent contractor,
      consultant or otherwise:

     

    (i) engage
      in, or assist another Person in engaging in, any business, operation or activity
      which competes with any business, operation or activity that is conducted or
      actively being developed or pursued by the Company or any of its subsidiaries
      or
      affiliates (or which is in the same or a similar line of business as the Company
      or any of its subsidiaries or affiliates) on her last day of employment with
      the
      Company or during such one year non-competition period or that was conducted
      or
      actively being developed or pursued by the Company or any of its subsidiaries
      or
      affiliates at any time during the one (1) year period preceding her last day
      of
      employment with the Company; or

    


    (ii) finance,
      operate or control any business, operation or activity which competes with
      any
      business, operation or activity that is conducted or actively being developed
      or
      pursued by the Company or any of its subsidiaries or affiliates (or which is
      in
      the same or a similar line of business as the Company or any of its subsidiaries
      or affiliates) on her last day of employment with the Company or during such
      one
      year non-competition period or that was conducted or actively being developed
      or
      pursued by the Company or any of its subsidiaries or affiliates at any time
      during the one (1) year period preceding her last day of employment with the
      Company; or

     

    (iii) offer
      or provide employment, hire or engage (whether on a full-time, part-time or
      consulting basis or otherwise) any individual who is an employee of the Company
      or any of its subsidiaries or affiliates on the last day of the Executive’s
      employment with the Company or who was such an employee at any time during
      the
      one (1) year period preceding the Executive’s last day of employment with the
      Company.

     

    (c) The
      Executive acknowledges the nationwide scope of the business of the Company
      and
      its subsidiaries or affiliates. Nevertheless, in the event that any provision
      of
      Section 7(b) is found by a court of competent jurisdiction to exceed the
      geographic or other restrictions permitted by applicable law, then the court
      shall have the power to reduce, limit or reform (but not to increase or make
      greater) such provision to make it enforceable to the maximum extent permitted
      by law, and such provision shall then be enforceable against the Executive
      in
      its reduced, limited or reformed manner.

     

    In
      addition, the Company and the Executive agree that the provisions of this
      Section 7 shall be severable in accordance with Section 13(e)
      hereof.

     

    (d) At
      all times while the Executive is employed by the Company, he shall not engage
      in, or assist another Person in engaging in (or finance, operate or control)
      any
      business, operation or activity which is conducted or proposed to be conducted
      by the Company or any of its subsidiaries or affiliates (or which is in the
      same
      or a similar line of business as or competes with the Company or any of its
      subsidiaries or affiliates).


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     Section
      8. Non-Solicitation.

     

    (a) The
      Executive hereby understands, acknowledges and agrees that, by virtue of her
      position at the Company, he has and will have advantageous familiarity and
      personal contacts with the suppliers, vendors, employees and customers (wherever
      located) of the Company and its subsidiaries or affiliates and has and will
      have
      advantageous familiarity with the Confidential Information and the business,
      operations, affairs and strategies of the Company and its subsidiaries or
      affiliates.

    


    (b) For
      a period of one (1) year following her last day of employment with the Company,
      the Executive shall not, directly or indirectly, or individually or together
      with any other Person, as owner, shareholder, investor, member, partner,
      proprietor, principal, director, officer, employee, manager, agent,
      representative, independent contractor, consultant or otherwise:

     

    (i) solicit
      in any manner, seek to obtain, service or accept any business of any Person
      who
      is a customer of the Company or any of its subsidiaries or affiliates on the
      Executive’s last day of employment with the Company or during such one year
      non-solicitation period or who was an existing or prospective customer of the
      Company or any of its subsidiaries or affiliates at any time during the one
      (1)
      year period preceding the Executive’s last day of employment; or

     

    (ii) request,
      encourage or advise any Person who is a customer, supplier, vendor or otherwise
      doing business with the Company or any of its subsidiaries or affiliates on
      the
      Executive’s last day of employment with the Company or during such one year
      non-solicitation period, or who was an existing or prospective customer of
      the
      Company or any of its subsidiaries or affiliates at any time during the one
      (1)
      year period preceding the Executive’s last day of employment, to terminate,
      reduce, limit or change their business or relationship with the Company or
      any
      of its subsidiaries or affiliates; or

     

    (iii) induce,
      request or attempt to influence any Person who is employed by the Company or
      any
      of its subsidiaries or affiliates on the Executive’s last day of employment with
      the Company to terminate the employee’s employment with the Company or any of
      its subsidiaries or affiliates.

     

    (c) The
      Executive acknowledges the nationwide scope of the business of the Company
      and
      its subsidiaries or affiliates. Nevertheless, in the event that any provision
      of
      Section 8(b) is found by a court of competent jurisdiction to exceed the time,
      geographic or other restrictions permitted by applicable law, then the court
      shall have the power to reduce, limit or reform (but not to increase or make
      greater) such provision to make it enforceable to the maximum extent permitted
      by law, and such provision shall then be enforceable against the Executive
      in
      its reduced, limited or reformed manner.

     

    In
      addition, the Company and the Executive agree that the provisions of this
      Section 8 shall be severable in accordance with Section 13(e)
      hereof.

     

    (d) At
      all times while the Executive is employed by the Company, he shall not solicit
      in any manner, seek to obtain, service or accept any business for or on behalf
      of a Person other than the Company or any of its subsidiaries or
      affiliates.

    


    Section
      9. Intellectual
      Property.
      The
      Executive understands, acknowledges and agrees that each and every invention,
      idea, concept, discovery, improvement, device, design, apparatus, practice,
      process, method, technique or product (whether or not patentable or
      copyrightable) made, created, developed, perfected, devised, conceived, worked
      on or first reduced to practice by the Executive, either solely or in
      collaboration with others, during the period of the Executive’s employment with
      the Company (whether or not during regular working hours) relating, directly
      or
      indirectly, to the business, operations, affairs, products, practices,
      techniques or methods of the Company or any of its subsidiaries or affiliates
      (the “Intellectual Property”) is and shall be the exclusive property of the
      Company or its subsidiaries or affiliates, as applicable. The Executive hereby
      forever, unconditionally and irrevocably releases and relinquishes any and
      all
      right, title and interest that he may have in and to the Intellectual Property
      worldwide and hereby forever, unconditionally and irrevocably assigns to the
      Company or any of its subsidiaries or affiliates any and all of the Executive’s
      right, title and interest in and to the Intellectual Property worldwide. At
      the
      Company’s request and expense, the Executive shall (a) execute any and all
      assignments, documents and other writings that the Company determines are
      necessary to evidence ownership of the Intellectual Property in the Company,
      (b)
      execute any and all applications and registrations of the Company for patents,
      trademarks and/or copyrights relating to the Intellectual Property, and (c)
      assist the Company in obtaining any and all patents, trademarks and copyrights
      that it desires relating to the Intellectual Property.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    Section
      10. Periods
      of Noncompliance and Reasonableness of Periods.
      The
      restrictions and covenants contained in Sections 7 and 8 of this Agreement
      shall
      be deemed not to run during all periods of noncompliance, the intention of
      the
      parties hereto being to have such restrictions and covenants apply during the
      full periods specified in Sections 7 and 8 of this Agreement. The Company and
      the Executive understand, acknowledge and agree that the restrictions and
      covenants contained in Section 7 and Section 8 of this Agreement are
      reasonable in view of the Executive’s position at the Company, the competitive
      and confidential nature of the information of which the Executive has or will
      have knowledge and the competitive and the nature of the business in which
      the
      Company and its subsidiaries and affiliates are or may be engaged.

     

    Section
      11. Survival
      of Certain Provisions.
      Upon
      any termination of the Executive’s employment with the Company, both the Company
      and the Executive hereby agree that Sections 1, 2, 3 and 4 of this Agreement
      shall terminate and be of no force or effect (except for the definitions of
      capitalized terms specified in such sections) and that Sections 5, 6, 7, 8,
      9,
      10, 11, 12 and 13 hereof shall continue to be in full force and effect and
      binding upon the Company or the Executive, as the case may be, in accordance
      with the respective provisions of such Sections.

     

    Section
      12. Certain
      Remedies.
      The
      Executive agrees that the Company will suffer irreparable damage and injury
      and
      will not have an adequate remedy at law in the event of any actual, threatened
      or attempted breach by the Executive of any provision of Sections 6, 7, 8 or
      9.
      Accordingly, in the event of a breach or a threatened or attempted breach by
      the
      Executive of any provision of Sections 6, 7, 8 or 9, in addition to all other
      remedies to which the Company is entitled at law, in equity or otherwise, the
      Company shall be entitled to a temporary restraining order, a permanent
      injunction and/or a decree of specific performance of any provision of Sections
      6, 7, 8 or 9. In addition, in the event of any breach by the Executive of any
      provision of Sections 6, 7, 8, or 9, the Executive shall immediately repay
      to
      the Company all severance payments paid to her under Section 5 hereof, as well
      as all incentive compensation vested or paid to her and all profits from her
      exercise of options to purchase Company securities following the Executive’s
      last day of employment. The parties agree that a bond posted by the Company
      in
      the amount of One Thousand Dollars ($1,000) shall be adequate and appropriate
      in
      connection with such restraining order or injunction and that actual damages
      need not be proved by the Company prior to it being entitled to obtain such
      restraining order, injunction or specific performance. The foregoing remedies
      shall not be deemed to be the exclusive rights or remedies of the Company for
      any breach of or noncompliance with this Agreement by the Executive but shall
      be
      in addition to all other rights and remedies available to the Company at law,
      in
      equity or otherwise. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section
      13. Miscellaneous.

     

    (a) Binding
      Effect; Assignment.
      This
      Agreement shall be binding upon and inure to the benefit of the Company and
      the
      Executive and their respective heirs, executors, representatives, successors
      and
      assigns; provided, however that neither party may assign this Agreement without
      the prior written consent of the other party hereto except that the Company
      may,
      without the consent of the Executive, assign this Agreement in connection with
      any transfer of the Executive to a subsidiary or affiliate of the Company or
      in
      connection with any merger, consolidation, share exchange, combination, sale
      of
      stock or assets, dissolution or similar transaction involving the Company.
      In
      the event of any such permitted assignment of this Agreement, all references
      to
      the “Company” shall thereafter mean and refer to the assignee of the
      Company.

     

    (b) Waiver.
      Either
      party hereto may, by a writing signed by the waiving party, waive the
      performance by the other party of any of the covenants or agreements to be
      performed by such other party under this Agreement. The waiver by either party
      hereto of a breach of or noncompliance with any provision of this Agreement
      shall not operate or be construed as a continuing waiver or a waiver of any
      other or subsequent breach or noncompliance hereunder. The failure or delay
      of
      either party at any time to insist upon the strict performance of any provision
      of this Agreement or to enforce its rights or remedies under this Agreement
      shall not be construed as a waiver or relinquishment of the right to insist
      upon
      strict performance of such provision, or to pursue any of its rights or remedies
      for any breach hereof, at a future time.

     

    (c) Amendment.
      This
      Agreement may be amended, modified or supplemented only by a written agreement
      executed by all of the parties hereto.

     

    (d) Headings.
      The
      headings in this Agreement have been inserted solely for ease of reference
      and
      shall not be considered in the interpretation or construction of this
      Agreement.

     

    (e) Severability.
      In case
      any one or more of the provisions (or any portion thereof) contained herein
      shall, for any reason, be held to be invalid, illegal or unenforceable in any
      respect, such invalidity, illegality or unenforceability shall not affect any
      other provision of this Agreement, but this Agreement shall be construed as
      if
      such invalid, illegal or unenforceable provision or provisions (or portion
      thereof) had never been contained herein; provided, however, if any provision
      of
      Section 7 or 8 of this Agreement shall be determined by a court of competent
      jurisdiction to be unenforceable because of the provision’s scope, duration,
      geographic restriction or other factor, then such provision shall be considered
      divisible and the court making such determination shall have the power to reduce
      or limit (but not increase or make greater) such scope, duration, geographic
      restriction or other factor or to reform (but not increase or make greater)
      such
      provision to make it enforceable to the maximum extent permitted by law, and
      such provision shall then be enforceable against the appropriate party hereto
      in
      its reformed, reduced or limited form.

    


    (f) Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      an original, but such counterparts shall together constitute one and the same
      agreement.

     

    (g) Construction.
      This
      Agreement shall be deemed to have been drafted by both parties hereto. This
      Agreement shall be construed in accordance with the fair meaning of its
      provisions and its language shall not be strictly construed against, nor shall
      ambiguities be resolved against, any party.

     

    (h) Voluntary
      Execution.
      The
      Executive hereby understands and agrees that he has executed this Agreement
      voluntarily.

     

    (i) Entire
      Agreement.
      This
      Agreement, and the plans, programs, policies, procedures, rules, agreements
      and
      other documents referenced herein, as well as the Release attached hereto,
      constitute the entire understanding and agreement between the parties hereto
      relating to the subject matter hereof and thereof and supersede all other prior
      understandings, commitments, representations, negotiations, contracts and
      agreements, whether oral or written, between the parties hereto relating to
      the
      matters contemplated hereby and thereby.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (j) Certain
      References.
      Whenever in this Agreement a singular word is used, it also shall include the
      plural wherever required by the context and vice-versa. All references to the
      masculine, feminine or neuter genders herein shall include any other gender,
      as
      the context requires. Unless expressly provided otherwise, all references in
      this Agreement to days shall mean calendar, not business, days.

     

    (k) Governing
      Law.
      Because
      the Company maintains its principal place of business in the State of Florida,
      this Agreement shall be governed by and construed in accordance with the laws
      of
      the State of Florida, without reference to any choice of law provisions,
      principles or rules thereof (whether of the State of Florida or any other
      jurisdiction) that would cause the application of any laws of any jurisdiction
      other than the State of Florida. Any claim, demand or action relating to this
      Agreement shall be brought only in a court of competent jurisdiction in the
      State of Florida. In connection with the foregoing, the parties hereto
      irrevocably consent to the jurisdiction and venue of such court and expressly
      waive any claims or defenses of lack of jurisdiction of or proper venue by
      such
      court.

    


    (l) Notices.
      All
      notices, requests and other communications hereunder shall be in writing (which
      shall include facsimile communication) and shall be deemed to have been duly
      given if (i) delivered by hand; (ii) sent by certified United States Mail,
      return receipt requested, first class postage pre-paid; (iii) sent by overnight
      delivery service; or (iv) sent by facsimile transmission if such fax is
      confirmed immediately thereafter by also mailing a copy of such notice, request
      or other communication by regular (not certified or registered) United States
      Mail, first class postage pre-paid, as follows:

     

    
      	
              If
                to the Company:    

            	
              Outcast,
                Inc.

            
	 	
              Attention:
                Secretary

            
	 	
              Kelly
                Clark

            
	 	 ________________________________
	
                              

            	 ________________________________
	 	
              Telephone:

            
	 	
              Facsimile:

            
	
               

            	 
	
              If
                to the Executive:     

            	
              Troy
                Flowers

            
	 	 ________________________________ 
	 	 ________________________________
	 	
              Telephone:
                (___) __________

            
	 	
              Facsimile:
                (___) __________

            


    

    


    or
      to
      such other address or facsimile number as either party hereto may have furnished
      to the other in writing in accordance herewith. The Executive shall promptly
      provide any changes to her address, telephone number and facsimile number to
      the
      Company.

     

    All
      such
      notices, requests and other communications shall be effective (i) if delivered
      by hand, when delivered; (ii) if sent by mail in the manner provided herein,
      two
      (2) business days after deposit with the United States Postal Service; (iii)
      if
      sent by overnight delivery service, on the next business day after deposit
      with
      such service; or (iv) if sent by facsimile transmission or electronic mail,
      on
      the date indicated on the fax confirmation page or the electronic mail of the
      sender, respectively, if such fax or electronic mail also is confirmed by mail
      in the manner provided herein.


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (m) Attorneys’
      Fees.
      The
      prevailing party in any claim or action (or any settlement thereof) under this
      Agreement shall, in addition to such other relief that a court may award, be
      entitled to recover its or hers, as the case may be, reasonable attorneys’ fees,
      costs and expenses from the non-prevailing party.

     

    (n) Recitals.
      The
      recitals, premises and “Whereas” clauses contained on page 1 of this Agreement
      are expressly incorporated into and made a part of this Agreement.

    


    (o) Definition
      of Person.
      For
      purposes of this Agreement, the term “Person” shall mean any natural person,
      proprietorship, partnership, corporation, limited liability company,
      organization, firm, business, joint venture, association, trust or other entity,
      but shall not include the Company or any of its subsidiaries or
      affiliates.

     

    (p) Non-disparagement.
      Following any termination of the Executive’s employment with the Company, the
      Executive shall not publicly disparage or make or publish any negative
      statements or comments about the Company, any of the Company’s subsidiaries or
      affiliates or any of their respective products, directors or employees.
      Following any termination of the Executive’s employment with the Company, and
      subject to applicable law, no executive officer of the Company or member of
      the
      Company’s Board of Directors shall publicly disparage or make or publish any
      negative statements or comments about the Executive.

     

    (q) Cooperation.
      For a
      period of five (5) years following any termination of the Executive’s employment
      with the Company and upon the request of the Company or any of its subsidiaries
      or affiliates, the Executive shall reasonably cooperate, assist and make herself
      available (for testimony or otherwise) at appropriate times and places as
      reasonably determined by the Company or any of its subsidiaries or affiliates
      in
      connection with any claim, demand, action, suit, proceeding, examination,
      investigation or litigation by, against or affecting the Company or any of
      its
      subsidiaries or affiliates. In connection with the foregoing, if the Executive
      has obtained employment or a position with another Person and has to take time
      away from such employment or position, then the Company shall pay the Executive
      a fee of $1,000 for each day that the Company or any subsidiary or affiliate
      of
      the Company requests the Executive to cooperate, assist or make herself
      available, and shall also reimburse the Executive for her reasonable
      out-of-pocket travel expenses that are approved in advance by the Chairman
      of
      the Company; provided, however, that the Company shall not pay such fee or
      reimburse for such expenses in connection with any claim, demand, action, suit
      or proceeding relating to this Agreement.

     

    (r) No
      Other Agreements.
      The
      Executive hereby represents and warrants to the Company that he is not a party
      to or bound by any other employment agreement, noncompetition agreement or
      covenant, nonsolicitation agreement or covenant or any other agreement or
      covenant that would restrict, limit or prevent her from performing her duties
      and responsibilities for the Company under this Agreement. In the event the
      foregoing representation and warranty is inaccurate or breached in any respect,
      the Company may, in its discretion, terminate the Executive’s employment with
      the Company in accordance with Section 4(a)(viii) hereof. In addition, the
      Executive shall indemnify and reimburse the Company for any and all claims,
      demands, damages, liabilities, costs and expenses (including, but not limited
      to, its reasonable attorneys fees) incurred by the Company arising out of or
      relating to such inaccuracy or breach in the event that any liability is imposed
      on the Company by virtue of the Executive being a party to or bound by any
      other
      employment, noncompetition, nonsolicitation or other agreement or
      covenant.

    


    IN
      WITNESS WHEREOF, the Company and the Executive have made, entered into, executed
      and delivered this Agreement as of the day and year first above
      written.

    


    
      	
              SECRETARY

            	 	
              OUTCAST,
                INC.

            
	 	 	 
	   
	 	  

	
              Kelly
                Clark

            	 	
              Troy
                Flowers

            
	 	 	
              Chairman
                and CEO