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                                                                   Exhibit 10.17

                              EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is executed this 21st day of
December, 2004, but effective as of the 31st day of January, 2005 (the
"Effective Date"), by and between CLAYTON SERVICES, Inc., a Delaware Corporation
with its principal place of business located at 2 Corporate Drive, Shelton, CT
06484 (hereinafter referred to as "EMPLOYER"), and STEVEN L. COHEN (hereinafter
referred to as "EMPLOYEE"). Employer and Employee are collectively hereinafter
referred to as the "PARTIES".

                                   WITNESSETH

      WHEREAS, Employer together with its affiliates is in the business of
providing advisory products and services relating to residential, consumer and
commercial loan asset classes, including (i) portfolio due diligence, advice,
data collection, management and analysis, (ii) regulatory and operational
compliance reporting, (iii) credit underwriting, and (iv) loan valuation, in
each case to financial institutions, including investment banking firms,
mortgage companies, commercial banks, thrifts, government sponsored enterprises,
rating agencies, mortgage insurance companies and bond insurers (together with
any other businesses or activities conducted by Employer or any of its
affiliates.

      WHEREAS, Employer desires to employ Employee commencing as of the
Effective Date in the position of Senior Vice President - General Counsel; and

      WHEREAS, Employee desires be employed commencing as of the Effective Date
in the position of Senior Vice President - General Counsel.

      Now therefore, for the consideration stated herein, Employer agrees to
employ Employee and Employee agrees to accept employment in accordance with the
following terms and conditions.

I.    AT WILL EMPLOYMENT/ EXEMPT EMPLOYMENT:

      Employee acknowledges and agrees that:

          (a)  His employment by Employer is at will, which means that Employer
               or Employee may terminate this Agreement and his employment at
               any time for any reason or for no reason, in accordance with
               applicable law, so long as the Party desiring to terminate this
               Agreement and the employment hereunder provides written notice
               thirty (30) days in advance of the termination date, unless such
               termination is by Employer for "cause" (as referenced below). If
               the termination is for "cause," no notice shall be required, and
               the termination shall, in Employer's sole and absolute
               discretion, be effective immediately.

          (b)  The circumstances giving rise to termination for "CAUSE" shall
               include, without limitation, such circumstances and conduct as
               (i) any act, whether or not involving Employer, any of its
               affiliates or the Business, of fraud, gross misconduct or
               harassment; (ii) any act of dishonesty or illegality, in any such

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               case, materially and adversely affecting Employer, any of its
               affiliates or the Business; (iii) the conviction of Employee of
               (or pleading by Employee of no contest with respect to) (A) a
               felony, or (B) any misdemeanor involving moral turpitude; (iv)
               the commission, in the reasonable judgment of the board of
               directors of Employer, of an act involving a violation of
               procedures or policies of Employer, any of its affiliates or the
               Business which are material thereto; (v) a material and sustained
               failure of Employee to perform the duties and responsibilities
               assigned or delegated under this Agreement, which such failure
               continues for thirty (30) days after written notice has been
               given to the Employee by Employer; (vi) gross negligence or
               willful misconduct by Employee with respect to Employer, any of
               its affiliates or the Business; or (vii) a breach by Employee of
               any of Employee's material obligations under this Agreement.

II.   DUTIES AND RESPONSIBILITIES:

      Commencing as of the Effective Date, Employee will be directly responsible
      for performing the duties and responsibilities during the term of this
      Agreement commensurate with those normally expected of or assigned to a
      person holding the title of Senior Vice President-General Counsel at a
      business of Employer's size, nature and industry and as further defined or
      modified in good faith by Employer by written notice to Employee on or
      before February 28, 2005.

      Employee will report to the Chief Financial Officer of Employer or such
      other individual as the Chief Financial Officer of Employer may direct
      from time to time. Subject to the provisions of Section IV, Employee's
      duties and responsibilities may be amended, modified, increased or
      decreased as Employer may determine in its sole and absolute discretion.

III.  LOCATION OF SERVICES:

      Employee will provide services from Employer's offices at 2 Corporate
      Drive, Shelton, Connecticut 06484 or such other location as agreed to by
      Employer and Employee. Employee acknowledges and agrees that depending
      upon the needs of Employer, he may be required to provide services from
      time to time at locations other than Employer's principal location in
      Shelton, Connecticut.

IV.   COMPENSATION:

      Commencing as of the Effective Date, Employer shall pay to Employee as
      base compensation for the services and responsibilities set out in this
      Agreement and any additional services or responsibilities which the
      position may require or be assigned a base salary at the rate of ONE
      HUNDRED EIGHTY-FIVE THOUSAND DOLLARS ($185,000) per year (the "BASE
      SALARY"), subject to applicable withholding under applicable law. Such
      Base Salary shall be prorated for partial years and payable in periodic
      installments in accordance with Employer's payroll policies. Such Base
      Salary

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      shall be reviewed annually, and shall be subject to such annual increases,
      if any, as determined by Employer in its sole and absolute discretion.

      Notwithstanding the "at will" nature of this Agreement and Employee's
      employment hereunder, if Employee's employment under this Agreement is
      terminated primarily as a result of (i) "CHANGE IN CONTROL" (as defined
      below) of Employer, its parent corporation or its direct or indirect
      holding corporation or (ii) a "CHANGE IN RESPONSIBILITIES" (as defined
      below), and in each case not as a result of (A) circumstances constituting
      "CAUSE" (as referenced in Section I(b)) or (B) Employee's voluntary
      termination (except for Employee's voluntary termination for a Change in
      Responsibilities, death or disability, Employer shall provide to Employee
      the Termination Benefits (as referenced below).

      The "TERMINATION BENEFITS" shall include continuation of salary at a rate
      equal to 100% of Employee's Base Salary as in effect at the date of
      termination for a period of twelve (12) months following the date of
      termination (payment shall be subject to withholding under applicable law
      and shall be made in periodic installments in accordance with the
      Employer's payroll policies. Termination Benefits shall not include any
      incentive compensation or other benefits.

      In addition, if Employer terminates Employee's employment under this
      Agreement primarily as result of economic reasons, which for purposes of
      this Agreement shall include the insolvency of Employer, the filing
      (voluntarily or involuntarily) of a petition in bankruptcy court with
      respect to Employer, or the occurrence of a material adverse change in
      Employer, its affiliates and the Business (taken as a whole), and not as a
      result of (i) circumstances constituting "CAUSE" (as referenced in Section
      I(b)) or (ii) Employee's voluntary termination, death or disability,
      Employer shall provide Employee the Termination Benefits referenced above,
      except that Employer shall only be required to provide the Termination
      Benefits for a period of six (6) months following the date of termination.

      Employer shall have the right to terminate all of the Termination Benefits
      set forth in this Section IV in the event that Employee fails to comply
      with Employee's continuing obligations under Sections X and XI of this
      Agreement, which provisions shall by their terms survive the termination
      of this Agreement and Employee's employment hereunder. Employer's
      liability for Base Salary continuation pursuant to Section IV shall be
      reduced by the amount of any severance pay paid to Employee pursuant to
      any severance pay plan of Employer. Notwithstanding the foregoing, nothing
      in this Section IV shall be construed to affect Employee's right to
      receive COBRA continuation entirely at Employee's own cost to the extent
      that Employee is entitled to COBRA continuation. Employer and Employee
      agree that the Termination Benefits paid by Employer to Employee under
      this Section IV shall be in full satisfaction, compromise and release of
      any claims arising out of any termination of Employee's employment under
      this Agreement, and that the payment of the Termination Benefits shall be
      contingent upon Employee's delivery of a general release effectuating such
      full satisfaction, compromise and release, in favor of Employer and its
      affiliates of any and all claims arising out of any such termination,
      which general release shall be effective upon termination of employment
      and shall be in a form reasonably satisfactory to Employer, it being

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      understood that no Termination Benefits shall be provided unless and until
      Employee executes and delivers such release (provided, however, that such
      general release shall not be effective until actually executed by
      Employee).

      For purposes of this Agreement, "CHANGE IN CONTROL" means, with respect to
      Employer, its parent corporation or its direct or indirect holding
      corporation, in a transaction or series of related transactions (i) a sale
      or exchange of substantially all the assets and businesses of the subject
      entity to a person or entity not related to the stockholders or affiliates
      of the subject entity who were stockholders or affiliates of the subject
      entity immediately prior to such transaction, (ii) the sale or exchange of
      a majority of the capital stock of the subject entity to persons or
      entities not related to the stockholders or affiliates of the subject
      entity who were stockholders or affiliates of the subject entity
      immediately prior to such termination, or (iii) a merger, consolidation or
      reorganization of the subject entity which results in less than a majority
      of the voting equity of the subject entity (or any successor to the
      subject entity) being owned by persons or entities who were stockholders
      or affiliates of the subject entity immediately prior to such transaction.
      For purposes of this Agreement, "CHANGE IN RESPONSIBILITIES" means a
      material diminution in Employee's duties or job function as described in
      Section II (including any definitions or modifications provided to
      Employee pursuant to Section II) or otherwise normally expected of or
      assigned to a person holding the title of Senior Vice President - General
      Counsel at a business of Employer's size, nature and industry.

V.    INCENTIVE COMPENSATION:

      During his employment, Employee will be eligible to participate, in
      Employers sole and absolute discussion in incentive compensation
      arrangements on such terms as are established by Employer from time to
      time. Notwithstanding the foregoing, Employer shall establish a
      performance based incentive bonus arrangement for each fiscal year during
      which this Agreement is effective. The arrangement shall provide that
      Employee is entitled to an incentive bonus ranging from $0 - $120,000
      depending on whether, in Employer's sole and absolute discretion, Employee
      has met, exceeded or far exceeded the relevant fiscal year's established
      objectives. Employer shall provide Employee an outline of the fiscal
      year's objectives for Employee not later than the end of the first quarter
      of that fiscal year; provided, however, the determination of whether
      Employee has "met," "exceeded" or "far exceeded" any objective shall be in
      Employer's sole and absolute discretion. In addition, Employee must be
      employed on the last day of the relevant fiscal year to be eligible to
      receive any portion of the incentive bonus relating to that fiscal year,
      and Employer will pay any earned incentive bonus at the time prescribed by
      its policies and practices pertaining to the payment of year-end incentive
      bonuses to other similarly situated employees. Employee's incentive bonus
      targets for Employer's fiscal year 2005 shall be: Met - $50,000 (assuming
      all the objectives were at least met); Exceed - $80,000 (assuming all the
      objectives were at least exceeded); and Far Exceed - $120,000 (assuming
      all the objectives were far exceeded).

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VI.   TERMINATION:

      The rights and obligations set forth in Sections IV, X, XI, XII, XIII, XIV
      and XV shall survive any termination of this Agreement and Employee's
      employment with Employer at any time and for any reason.

      Upon termination of Employee's employment, Employee shall deliver
      forthwith to Employer all manner of identification, advertising materials,
      promotional items, sample contracts, and other materials Employer or any
      of its affiliates may have furnished Employee, or which Employee may have
      created or developed for Employer, any of its affiliates or the Business
      during Employee's employment, as well as all documents pertaining to
      Employer, any of its affiliates or the Business, including, but not
      limited to, correspondence with customers and potential customers,
      communications between Employer or any of its affiliates and Employee,
      customer and potential customer information including names, addresses and
      telephone and fax numbers and any other material not specified above but
      which contain Confidential Information (as defined below), as well as all
      other property of Employer or any of its affiliates in Employee's
      possession, custody or control, and Employee shall execute at the request
      of Employer, such documents and take such actions as necessary in order to
      reaffirm the covenants and obligations set forth in this Agreement;
      provided, however, that failure to request such reaffirmation shall not
      act as a waiver of any requirements of this Agreement.

VII.  BENEFITS:

      Employee shall be entitled to participate in any Employer established
      insurance plan(s) on the same terms and conditions as other similarly
      situated employees of Employer and in a manner consistent with and in
      accordance with the terms and provisions of said plan(s).

      Employee shall be entitled to participate in any Employer established
      pension or retirement plan(s) on the same terms and conditions as other
      similarly situated employees of Employer and in a manner consistent with
      and in accordance with the terms and conditions of said plan(s).

      Employee shall be entitled to participate in any established stock option
      or stock incentive plan on the same basis as any other similarly situated
      employee of Employer that is also of equal or lesser tenure, title,
      responsibility and compensation. Without limiting the generality of the
      foregoing, Employer shall, within forty-five (45) days after the Effective
      Date hereof and subject to formal approval by its board of directors, make
      an initial grant, or cause Employer's direct or indirect parent
      corporation to make an initial grant, to Employee of incentive stock
      options under a qualified stock option plan in the amount and nature
      consistent with the preceding sentence.

VIII. VACATION:

      Employer and Employee agree that Employee is entitled to earn up to 20
      days vacation on an annual basis commencing January 1st of each calendar
      year and that Employee will earn such vacation time at the rate of 1.67
      days per month of Employment. Vacation

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      periods are not cumulative, but are to be taken annually. Vacation not
      taken during the year is subject to rollover and/or forfeiture in
      accordance with Employer's vacation policies and procedures.

      If Employee's employment terminates, Employee will be paid for all
      accrued, unused vacation for the year of termination at Employee's then
      current salary rate.

      Vacation must be taken by Employee at such time or times as approved by
      Employer.

IX.   BEST EFFORTS:

      Employee shall devote Employee's full business time, attention and effort
      to the affairs of Employer and its affiliates and shall use Employee's
      reasonable best efforts to promote the interests of Employer and its
      affiliates. Employee may engage in charitable, civic or community
      activities and, with the prior approval of the board of directors of
      Employer, may serve as a director of any other business corporation,
      provided that such activities do not interfere with Employee's duties
      hereunder or violate the terms of any of the covenants contained in
      Sections X or XI.

X.    CONFIDENTIALITY:

      "CONFIDENTIAL INFORMATION" means information and data not generally known
      outside Employer (unless as a result of a breach by Employee or others of
      any of the obligations imposed by this Agreement or a similar agreement or
      legal duty). It includes all confidential information of Employer, its
      affiliates, the Business and their respective customers, including, but
      not limited to, the terms, conditions and existence of this Agreement,
      research, design, development, strategies, production, presentation,
      methodologies, costs, expenses, margins and budgets; information and
      materials used in marketing or presenting the business of Employer or any
      of its affiliates, including style, format and content; customer and
      potential customer lists and information pertaining to customer goals and
      strategies; prices and terms offered or paid for products and services;
      information and materials related to determining whether products and
      services should be offered or sold to a customer; supplier and contractor
      lists, contacts, prices, specifications and other information; techniques,
      procedures, processes, formulas, equipment, methods, technical data,
      know-how and compilations; business proposals and plans and financial and
      operational information and strategies; Employer's, any of its
      affiliates', or the Business's financial and capital structure; creditors,
      debtors and financial data of Employer, any of its affiliates or the
      Business; any material or information of whatever nature which provides
      Employer, any of its affiliates, the Business or any of their respective
      customers an opportunity to gain an advantage over competitors; and any
      and all other trade secrets or proprietary and confidential information or
      materials of Employer, any of its affiliates, the Business or any of their
      respective customers or potential customers.

      Except as required in the course of representing Employer and in the
      furtherance of Employer's interests, Employee shall not use or disclose
      Confidential Information to any person or entity for any reason or purpose
      whatsoever during or after the term of

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      Employee's employment by or other engagement with Employer. Employee shall
      immediately notify the Chief Financial Officer of Employer of any
      information which becomes known to Employee which indicates that an
      unauthorized disclosure or use of Confidential Information may have
      occurred or is likely to occur. Employee shall not publish or submit for
      publication any material based upon any Confidential Information without
      the prior written consent of the Chief Executive Officer of Employer.

      Employee acknowledges that Employer has expended time, effort and money to
      obtain and develop the Confidential Information, and that the Confidential
      Information constitutes special, valuable and unique assets of Employer or
      its affiliates, without regard to whether or not any of the Confidential
      Information is embodied in tangible or intangible form.

      Employee shall protect all property of Employer, its affiliates (and
      property of customer(s) to which Employee has access because of Employee's
      employment by or other engagement with Employer) with the utmost care and
      shall not suffer or permit any such property, including, without
      limitation, copies of any such property or any proprietary works to be
      removed from Employer's offices or other locations without the consent of
      the Chief Executive Officer of Employer. All materials containing
      Confidential Information are the property of Employer or its affiliate, as
      the case may be. Employee acknowledges and shall adhere to Employer's and
      its affiliates' security policies and measures, including, but not limited
      to: (i) locking offices and file cabinets; (ii) enforcing and complying
      with sign in and out procedures; and (iii) provision of information only
      to those authorized to receive it, who have signed Confidentiality
      Agreements with Employer or any of its affiliates, and who need to know
      such information. In addition, Employee acknowledges and shall adhere to
      Employer's and its affiliates' procedures concerning password-protected
      computer access and, among other things, shall safeguard and maintain the
      confidentiality of any and all such passwords used to access records or
      information.

XI.   NON COMPETITION/ NON SOLICITATION/ NON INTERFERENCE:

      Employee acknowledges and agrees that during his employment by Employer
      and for a period of twelve (12) months immediately following the
      termination of the employment relationship by Employer or Employee,
      (except for sub-paragraph (a) and (c) for which the period shall be six
      months), with or without cause, Employee, without additional compensation,
      shall not:

          (a)  directly or indirectly, perform services (as an agent, principal,
               employee, consultant, contractor, or other capacity) similar to
               those Employee performed for Employer for a Competitor of
               Employer or for a Customer or Potential Customer of Employer;

          (b)  own, directly or indirectly, any interest in a Competitor of
               Employer, except that owning such an interest which does not
               exceed five percent (5%) of the outstanding shares of stock of a
               publicly traded entity shall not violate this section;

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          (c)  directly or indirectly, solicit or accept any business of the
               nature performed by Employer from any Customer or Potential
               Customer of Employer or otherwise interfere with or disturb the
               relationship between any Customer or Potential Customer and
               Employer;

          (d)  directly or indirectly, solicit or induce or attempt to solicit
               or induce any employee of Employer to leave Employer or hire any
               employee of Employer; or

          (e)  solicit or induce or attempt to solicit or induce any supplier,
               vendor or contractor of the Employer to terminate or disturb its
               relationship or business with Employer.

For the purposes of the foregoing paragraph and sub-paragraphs:

          (f)  "COMPETITOR" shall mean any business (including such businesses'
               successors, assigns or affiliates) engaged in the provisions of
               products, services, programs or systems similar to or competitive
               with those engaged in or provided by Employer and those planned
               (while Employee was working with Employer) to be introduced by
               Employer provided that Employee was involved in the planning or
               development of such items or had access to such plans or items.

          (g)  While Employee is employed by Employer, "CUSTOMER(s)" shall mean
               a person or entity which purchased any product, service, program,
               or system or other service or product from Employer. If
               Employee's Employment with Employer is terminated by either
               party, with or without cause, "CUSTOMER(s)" shall mean a person
               or entity which within the eighteen (18) months prior to
               termination of Employee's employment with Employer purchased any
               product, service, program, or system or other service or product
               from Employer or an affiliated entity.

          (h)  While Employee is employed by Employer, "POTENTIAL CUSTOMER(s)"
               shall mean a person or entity which Employer solicited or
               developed plans or prepared proposals to solicit to become a
               Customer. If Employee's employment with Employer is ended by
               either party with or without cause, "POTENTIAL CUSTOMER(s)" shall
               mean a person or entity which Employer solicited or developed
               plans or prepared proposals to solicit to become a Customer
               within six (6) months prior to termination of Employee's
               employment with Employer provided that Employee was involved in
               such solicitation or development of plans or proposals or had
               access to such plans or proposals.

          (i)  If Employee's employment is terminated by either party, with or
               without cause, the restrictions specified in Section XI(a) above
               shall apply to only those counties in the United States in which
               in the eighteen (18) month period prior to such termination, (A)
               Employee physically performed

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               services for Employer, or (B) there is a Customer or Potential
               Customer for which Employee performed services for Employer; or
               (C) Employee had substantial contact with or had access to
               substantial information or materials of Employer pertaining to a
               Customer or Potential Customer.

          (j)  The term "EMPLOYER" shall include Employer, all of its
               affiliates, and the Business.

XII.  REASONABLE RESTRICTIONS:

      Employee acknowledges that the restrictions placed upon Employee by this
      Agreement are reasonable and necessary. In the event Employee's employment
      by or other engagement with Employer terminates, with or without cause,
      Employee will be able to earn a livelihood without violating such
      restrictions. It has been made clear to Employee that Employee's ability
      to earn a livelihood without violating such restrictions is a material
      condition to this Agreement, and the consideration referred to herein.

XIII. REMEDIES:

      Employee recognizes that the remedy(ies) at law for violation of Sections
      X or XI of this Agreement will be inadequate and that in any event such
      damages will be substantial but not readily ascertainable and that
      Employer will suffer continuing and irreparable injury to its Business as
      a direct result of such violation. Employee agrees that if Employee should
      breach or fail to perform, or to threaten to breach or fail to perform any
      term, condition, or duty contained in this Agreement, Employer shall be
      entitled to institute and prosecute proceedings in any court of competent
      jurisdiction either in law or in equity to obtain the specific performance
      thereof by Employee or to enjoin Employee from violating the provisions
      hereof. Pending the outcome of any such litigation, Employer shall be
      entitled to obtain temporary, preliminary, and permanent injunctive or
      other relief, without bond. Employer shall be entitled to recover from
      Employee all reasonable attorneys' fees, court costs and related expenses
      incurred in enforcing this Agreement.

XIV.  ALTERNATIVE DISPUTE RESOLUTION:

      Except for injunctive relief available to Employer in connection with any
      breach or threatened breach of any provision of this Agreement, any
      dispute under this Agreement that cannot be resolved by the Parties, other
      than injunctive relief, shall be required to be resolved by binding
      arbitration of the parties hereto. Said arbitration will take place in
      Hartford, Connecticut (or such other location as the Parties mutually
      agree), with each party selecting an arbitrator and both arbitrators
      selecting a third arbitrator. The arbitration shall be governed by the
      rules of the American Arbitration Association then in force and effect.
      Any and all cost associated with said arbitration will be shared equally.

XV.   MISCELLANEOUS PROVISIONS:

      (a) AMENDMENTS AND MODIFICATIONS: This Agreement may be amended, changed,
          modified or altered only by an instrument in writing executed by the
          Parties.

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      (b) WAIVERS: Any waiver by any party of a breach of any provision of this
          Agreement will not operate as or be construed to be a waiver of any
          other breach of such provision or any other provision of this
          Agreement. The failure of any party to insist upon strict adherence to
          any term of this Agreement will not be considered a waiver of, nor
          shall it deprive, any party of the right thereafter to insist upon
          strict adherence to that term or any other term of this Agreement.

      (c) SEVERABILITY: Every provision of this Agreement is intended to be
          severable. If any Section or provision, or sub-paragraph or sub-part,
          of this Agreement shall, for any reason, be adjudged by any court of
          competent jurisdiction to be invalid or unenforceable, such judgment
          shall not affect, impair or otherwise invalidate the remainder of this
          Agreement or the Section or provision, or sub-paragraph or sub-part,
          but shall be confined in its operation to the Section or provision, or
          sub-paragraph or sub-part, of this Agreement directly involved in the
          controversy in which judgment shall have been rendered. If any Section
          or provision, or sub-paragraph or sub-part, hereof is deemed
          unenforceable because of its scope in terms of area, time or business
          activities, or any other reason, the Court may modify such Section or
          provision, or sub-paragraph or sub-party, by reductions, additions, or
          limitations thereon, or otherwise, so as to be render the Section or
          provision, or sub-paragraph or sub-part, enforceable to the fullest
          extent permissible under applicable law.

      (d) GOVERNING LAW: This Agreement shall be construed in accordance with
          the laws of the State of Connecticut and the obligations, rights, and
          remedies of the Parties hereunder shall be determined in accordance
          with such laws without reference to the principles of conflicts of law
          thereof. The parties hereby agree that they are and shall be subject
          to the jurisdiction of the courts of the State of Connecticut and the
          United States District Court for the District of Connecticut. Venue
          for all actions or claims related to this Agreement or Employee's
          employment by or other relationship with Employer shall be in the
          State and Federal Courts located in Connecticut.

      (e) HEADING: The headings of the various sections and paragraphs of this
          Agreement have been inserted for convenience and reference only and
          shall not be deemed to be a part of this Agreement.

      (f) SUCCESSORS AND ASSIGNS: This Agreement shall inure to the benefit of
          and be binding upon Employer and its successors and assigns. Any
          successor or assign of Employer is authorized to enforce the
          restrictive covenants of this Agreement in Section X and XI as if the
          name of such successor or assign replaced Employer throughout this
          Agreement. Since this Agreement is personal to Employee, Employee's
          obligation under this Agreement may not be assigned or transferred to
          any other person or entity.

      (g) NOTICE: Any notices under this Agreement to any Party will be in
          writing and will be mailed registered mail, postage prepaid, or
          delivered by overnight carrier or

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          express mail or personally delivered, addressed to the party at the
          following address or to such address as such party may designate by
          written notice.

          To Employer:

               Clayton Services, Inc.
               2 Corporate Drive
               Shelton, CT 06484
               Attn: Chief Financial Officer

          To Employee:

               Steven L. Cohen


      (h) ENTIRE AGREEMENT: Employee and Employer each acknowledge and agree
          that all other agreements (whether written or oral) pertaining to
          Employee's employment or rights to compensation, profit sharing,
          equity, phantom equity, revenue sharing or any other form of incentive
          compensation are hereby terminated and cancelled and of no further
          force or effect. This Agreement and its exhibits and attachments
          contain the entire understanding between the Parties and merges and
          supersedes all prior discussions and agreements with respect thereto,
          including, without limitation, all other agreements described in the
          preceding sentence.

                          [***SIGNATURES TO FOLLOW***]

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      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day
and year first written above to be effective as of the Effective Date.


                                       EMPLOYEE:


                                       By: /s/ Steven L. Cohen
                                          --------------------------------------
                                          Steven L. Cohen


                                       EMPLOYER:

                                       CLAYTON SERVICES, INC.


                                       By: /s/ Brian C. Newman
                                          --------------------------------------
                                       Name: Brian C. Newman
                                       Title: Chief Financial Officer