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EXHIBIT 10.36
 
 Amended and Restated Employment Agreement
    1.
    
    Effective Date: Term.
 1.1.
    
    This Agreement shall be effective as of March 1, 2007(the Effective Date).1.2.
    
    The Employer employs the Executive, and the Executive accepts such employment, for an
eighteen (18) month period commencing on the Effective Date (the Initial Term).1.3.
    
    The Term of the Executives employment under this Agreement shall be automatically
renewed for additional one (1)-year terms (each a Renewal Term) upon the expiration of the
Initial Term or any Renewal Term unless the Employer or the Executive delivers to the
other, at least sixty (60) days prior to the expiration of the Initial Term or the then
current Renewal Term, as the case may be, a written notice specifying that the Term of the
Executives employment will not be renewed at the end of the Initial Term or such Renewal
Term, as the case may be.1.4.
    
    This Agreement may be terminated prior to the expiration of the Initial Term or any
Renewal Term as provided in Section 4 of this Agreement.
 2.
    
    Position and Duties.
 2.1.
    
    During the Initial or Renewal Term of this Agreement, the Employer shall employ the
Executive to serve as its President and Chief Operating Officer. The Executive shall
perform such executive, administrative and operational duties customary for executives in
such capacity or as may be assigned to the Executive from time to time by the Board of
Directors.
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2.2.
    
    Executive agrees to serve the Employer faithfully and to the best of the Executives
ability and to devote substantially all of the Executives business time, attention and
efforts to the interests and business of the Employer and its Subsidiaries.2.3.
    
    The Executive agrees at all times to perform all his duties in accordance with
applicable laws, rules and regulations and the policies and procedures of the Employer
applicable to senior executives in effect from time to time.
 3.
    
    Compensation, Benefits and Expenses.
 3.1.
    
    Salary. During the period from the Effective Date through the Term of this
Agreement and except as otherwise provided in this Agreement, the Employer shall pay to
Executive an annual base salary of $15,250.00 per month (the Base Salary Amount), in
equal installments pursuant to the Employers standard payroll policies and subject to such
withholding or deductions as may be mutually agreed between the Employer and the Executive
or required by law.3.2.
    
    Incentive Compensation. In addition to the salary set forth in Section 3.1,
Executive, at Employers discretion, may earn incentive compensation in an amount up to
thirty (30) % of base salary at one hundred (100) % achievement, increasing in a linear
fashion for performance in excess of one hundred (100) %, with no limit. Incentive
compensation is based fifty (50) % on meeting profitability goals and fifty (50) % on
meeting revenue growth targets and such other criteria as determined by the Board of
Directors (see attached Executive Incentive Compensation Plan). Payment of any bonus or
incentive compensation shall be made in accordance with the Employers standard or
established payroll policies and shall be subject to such withholding or deductions as may
be mutually agreed between the Employer and the Executive or required by law.3.3.
    
    Fringe Benefits. During the period of his employment, Executive shall be
entitled to participate in Employers plans for the welfare and benefit of its employees
available to senior executive officers generally to the extent Executive satisfies the
requirements provided in such plans with respect to the position, tenure, salary, health
and other qualifications for participation. Executive will be entitled to four (4) weeks
annual vacation; no more than two (2) consecutive weeks may be taken at any given time in
each fiscal year. A maximum of forty (40) hours accrued vacation may be carried over from
one year to the next.
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3.4.
    
    Expenses. During the term of this Agreement, the Employer authorizes Executive
to incur reasonable and necessary out-of-pocket business expenses in the course of
performing his duties and rendering services hereunder in accordance with Employers
policies with respect thereto, and the Employer shall reimburse Executive for all such
expenses, provided (i) such expenses and the purpose for which they were incurred are in
accordance with Employers policies, and (ii) the Executive timely submits to the Employer
expense reports and substantiation of the expenses in accordance with Employers policies.
 4.
    
    Termination.
 4.1.
    
    Termination. The Executives employment by Employer shall terminate on the
earliest Date of Termination upon the occurrence of one (1) of the following events:
 4.1.1.
    
    the Executives death;4.1.2.
    
    the Executive is determined to be permanently disabled as defined under the
disability insurance policy covering the Executive;4.1.3.
    
    termination of Executive by Employer for Cause;4.1.4.
    
    termination of employment, as defined in Treasury Regulation Section
1.409A-1(h)(1)(ii), by Executive upon written notice to Employer;4.1.5.
    
    termination of Executive by Employer without cause upon written notice to Executive
or termination by Executive for Good Reason;4.1.6.
    
    the expiration of this Agreement; or4.1.7.
    
    a Change of Control of the Employer, if the Executives employment hereunder is
terminated by the Employer or its successor (other than pursuant to Section 4.1.3
above) after such Change of Control.
 4.2.
    
    Time of Termination. Executives employment with Employer (including all
positions held with Employer or its Subsidiaries or affiliates) shall terminate immediately
upon the Date of Termination without further action by Employer.4.3.
    
    Effect of Termination of Employment.
 (a)
    
    Termination Due to Death. In the event the Executives employment is
terminated due to his death, his estate or designated beneficiaries shall be entitled
to the following:
 (i)
    
    any amounts payable on death pursuant to any plans or policies
of Employer;(ii)
    
    any other amounts due but not yet paid from Employer to
Executive; and
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(b)
    
    Termination Due to Disability. In the event the Executives employment is
terminated due to his permanent or total disability, Executive or his legal
representative shall be entitled to the following:
 (i)
    
    any amounts payable on disability pursuant to any plans or
policies of Employer; and(ii)
    
    any other amounts due but not yet paid from Employer to
Executive.
 (c)
    
    Termination for Cause. In the event Executives employment is terminated by
Employer for Cause, Executive shall receive:
 (i)
    
    The equivalent of two (2) weeks Base Salary Amount in effect on
the Date of Termination, payable in accordance with Employers standard payroll
policies;(ii)
    
    any other amounts due but not yet paid from Employer to
Executive; and(iii)
    
    reimbursement for three (3) months of COBRA premiums paid by
Executive.
 (d)
    
    Termination Without Cause or for Good Reason. In the event the Executives
employment is terminated by Employer without cause (other than by death or disability)
or by Executive for Good Reason, Executive shall be entitled to the following:
 (i)
    
    a lump sum amount equal to the Base Salary Amount in effect on
the Date of Termination that would be payable for a period of six (6) months,
with such amount payable in lump sum in accordance with Employers standard
payroll periods and policies;(ii)
    
    an additional amount equal to the Base Salary Amount in effect
on the Date of Termination that would be payable for a period of six (6)
months, with such amount payable in accordance with Employers standard payroll
periods and policies with the first such payment being made upon the six (6)
month anniversary of the Executives termination of employment;(iii)
    
    any other amounts due but not yet paid from Employer to
Executive; and(iv)
    
    reimbursement for six (6) months of COBRA premiums paid by
Executive (Note: the executive has the right to continue COBRA coverage for up
to eighteen (18) months).
 (e)
    
    Termination upon Change of Control. If Executives employment hereunder is
terminated by the Employer or its successor (other than pursuant to Section 4.1.3
above) after such Change of Control, Executive shall be entitled to the following:
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(i)
    
    a lump sum amount equal to the Base Salary Amount in effect on
the Date of Termination that would be payable for a period of six (6) months,
with such amount payable in lump sum in accordance with Employers standard
payroll periods and policies; and(ii)
    
    an additional amount equal to the Base Salary Amount in effect
on the Date of Termination that would be payable for a period of six (6)
months, with such amount payable in accordance with Employers standard payroll
periods and policies with the first such payment being made on the Executives
six (6) month anniversary of the Executives termination of employment.
 (f)
    
    The payments described in Sections 4.3(a), 4.3(b), 4.3(c)(i), 4.3(c)(ii),
4.3(d)(i), 4.3(d)(iii) and 4.3(e)(i)shall be made no later than 2 1/2 months following
the end of the taxable year of the Executive or the Employer, whichever is longer, in
which the termination event occurs. To that end, the Executive and the Employer agree
that the termination benefits described in this section 4.3 are intended to be exempt
from Section 409A (Section 409A) of the Internal Revenue Code of 1986, as amended
(the Code) pursuant to Treasury Regulation Section 1.409A-1(b)(4) as short-term
deferrals or pursuant to Treasury Regulation Section 1.409A-1(b)(1) as non-taxable
benefits.
 5.
    
    Confidentiality.
 5.1.
    
    Confidential Information in General. The Executive has and will have access to
and participate in the development of or be acquainted with confidential or proprietary
information and trade secrets related to the business of Employer, its Subsidiaries and
affiliates (the Companies), including but not limited to (i) business plans, operating
plans, marketing plans, bid strategies, bid proposals, financial reports, operating data,
budgets, wage and salary rates, pricing strategies and information, terms of agreements
with suppliers or customers and others, customer lists, formulas, patents, devices,
software programs, reports, correspondence, tapes, discs, tangible property and
specifications owned by or used in Employers business, operating strengths and weaknesses
of the Companies officers, directors, employees, agents, suppliers and customers, (ii)
information pertaining to future developments such as, but not limited to research and
development, future marketing, distribution, delivery or merchandising plans or ideas and
potential new distribution for business locations, and (iii) other tangible and intangible
property, which are
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5.2.
    
    Assignment. The Executive hereby assigns to Employer, in consideration of his
employment, all Confidential Information in the possession of Executive at any time during
the term of this Agreement, whether or not made or conceived during working hours, alone or
with others, which relates, directly or indirectly, to businesses or proposed businesses of
the Companies, and Executive agrees that all such Confidential Information shall be the
exclusive property of the Companies. The Executive shall establish and maintain written
records of all such Confidential Information with respect to the inventions or similar
intellectual property for the benefits of the Companies and shall execute and deliver to
the Companies any specific assignments or other documents appropriate to vest title in such
Confidential Information in the Companies or to obtain for the Companies legal protection
for such Confidential Information.5.3.
    
    Non-Disclosure. The Executive shall not disclose, use or make known for his or
anothers benefit any Confidential Information of the Companies or use such Confidential
Information in any way except in the best interests of the Companies in the performance of
Executives duties under this Agreement.5.4.
    
    Continuing Obligations. The obligations of Executive under this Section 5
shall survive the termination of Executives employment and the expiration or termination
of this Agreement for a period of twelve (12) months.
 6.
    
    Return of Employers Property.
  7.
    
    Non-Competition and Non-Solicitation.
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7.1.
    
    Non-Compete. For a period of eighteen (18) months following the termination of
Executives employment by Employer (the Non-competition Period), the Executive will not,
directly or indirectly, without the written consent of the Board of Directors, own, manage,
operate, control, be employed by, consult with or participate in or be connected with any
entity owning or having financial interest in, whether direct or indirect, a business
entity which is in the same line or lines of business as the Employer or its Subsidiaries.
For purposes of this Section 7.1, each of the following activities, without limitation,
shall be deemed to constitute proscribed activities during the Non-competition Period: to
engage in, work with, have an interest in (other than interests of less than one (1) % in
companies with securities traded on a nationally recognized stock exchange or interdealer
quotation system), advise, consult, manage, operate, lend money to (other than interests of
less than (one) 1 % in companies traded on a nationally recognized stock exchange or
interdealer quotation system), guarantee the debts or obligations of, or permit ones name
or any part thereof to be used in connection with an enterprise or endeavor, either
individually, in partnership or in conjunction with any person or persons, firm,
association, company or corporation, whether as principal, director, agent, shareholder,
partner, employee, consultant or in any other manner whatsoever. For purposes of this
Agreement, an indirect interest is presumed to exist if an interest is held by a spouse,
parent or child, in addition to any other forms of indirect or beneficial interest.7.2.
    
    Non-Solicitation. During the Non-competition Period, the Executive will not,
directly or indirectly, solicit for employment, or advise or recommend any person to employ
or solicit for employment, any person Executive knows to be an employee of the Employer or
any of its Subsidiaries.7.3.
    
    Continuing Obligations. The obligations of Executive under this Section 7
shall survive the termination of Executives employment and the expiration or termination
of this Agreement throughout the Non-competition Period.
 8.
    
    Remedies.
 8.1
    
    In the event of any breach or threatened breach, the parties to this Agreement may seek
to compel specific performance of the terms of this Agreement through arbitration in
accordance with the provisions of paragraph 9.2 of this Agreement.
 9.
    
    Miscellaneous.
 9.1.
    
    Certain Definitions.
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(i)
    
    the Board of Directors of Employer approves a plan to sell or dispose of by
merger, consolidation or other transaction all or substantially all of Employers
operating assets (on a consolidated basis) or approves a plan of liquidation; or(ii)
    
    the Employer combines with another company and is the surviving corporation but
immediately after the combination, the persons who were the shareholders of the
Employer immediately prior to the combination own fifty (50) % or less of all
outstanding securities including vested options granted under the Plan of the combined
entity.
 
 (i)
    
    if employment terminates because of Executives death, the date
of death;(ii)
    
    if employment terminates for Cause, the latest date specified
in Section 4.1.3 of this Agreement;(iii)
    
    if employment terminates because of permanent or total
disability, the date of determination that Executive is so disabled as
described in Section 4.1.2 of this Agreement;(iv)
    
    if employment terminates due to expiration of term, the date of
expiration.
  Dispute Resolution
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Notices
  
  
 GOVERNING LAW
 Entire Agreement; Amendment or Modification
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.
 Binding Nature
 Survival
 Headings.
 Counterparts
 10)
    
    Successors and Assigns. The rights and obligations of the parties hereto shall inure
to the benefit of and shall be binding upon successors and assigns of Employer.
 11)
    
    Further Assurances. Executive shall cooperate and take such action as may be
reasonably requested by Employer in order to carry out the provisions and purposes of this
Agreement. Specifically, Executive certifies that he is in compliance with the Immigration
Reform and Control Act of 1986 (the Act) and that he is legally entitled to work in the
United States. Executive also agrees to execute the Employment Verification Form I-9 as
required by the Act and also agrees to execute the Employee Proprietary Information Agreement
in the form attached hereto as Exhibit A.
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12)
    
    Payments to Key Employees.Notwithstanding anything in this Agreement to the
contrary, to the extent required under Section 409A, no payment to be made to a key employee
(within the meaning of Section 409A) shall be made sooner than six (6) months after such
termination of employment; provided, however, that to the extent such six (6)-month delay is
imposed by Section 409A as a result of a Change of Control as defined in Section 9.1, the
payment shall be paid into a rabbi trust for the benefit of the Executive as if the six
(6)-month delay was not imposed with such amounts then being distributed to the Executive as
soon as permissible under Section 409A.
 13)
    
    Involuntary Termination Payments to Employees (Safe Harbor). In the event a payment
is made to an employee upon an involuntary termination of employment, as deemed pursuant to
this Agreement, such payment will not be subject to Section 409A provided that such payment
does not exceed two (2) times the lesser of (i) the sum of the Executives annualized
compensation based on the taxable year immediately preceding the year in which termination of
employment occurs or (ii) the maximum amount that may be taken into account under a qualified
plan pursuant to Section 401(a)(17) of the Code for the year in which the Executive terminates
service (the Safe Harbor Amount). However, if such payment exceeds the Safe Harbor Amount,
only the amount in excess of the Safe Harbor Amount will be subject to Section 409A. In
addition, if such Executive is considered a key employee, such payment in excess of the Safe
Harbor Amount will have its timing delayed and will be subject to the six (6)-month
wait-period imposed by Section 409A as provided in Section 12 of this Agreement. The
Executive and the Employer agree that the termination benefits described in this Section 13
are intended to be exempt from Section 409A pursuant to Treasury Regulation Section
1.409A-1(b)(9)(iii) as the safe harbor for separation pay due to involuntary separation from
service.
   By:
    
    /s/ George PlattBy:
    
    /s/ John W. Slocum, Jr.
  By:
    
    /s/ David T. Stoner
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