Exhibit
10.3


August 9, 2006


Mr.  Bob
Richardson

7072 Eveningsong Dr.

Huntington Beach, CA 92648


Re:          Amended
and Restated Side Letter regarding transition assistance and Option Vesting on
Change of Control


Dear Bob:


This letter agreement confirms
our agreement to amend and restate that certain Side Letter Agreement dated
August 18, 2003 between you and Primal regarding transition assistance and
option vesting upon the occurrence of certain events or conditions.


Transition Assistance


As discussed, Primal would
provide you with ninety (90) days transition assistance pay upon the occurrence
of certain events described hereafter.  This
would be contingent upon your entering into a standard written separation
agreement and release with Primal and would be paid out according to the normal
payroll schedule.  This agreement will
apply only if your employment is involuntarily terminated for other than Cause
and will not apply if your employment is terminated for Cause or you
voluntarily terminate your employment with Primal.


“Cause” means: (a) your
failure to perform (other than by reason of disability) your duties and
responsibilities to Primal in any material respect in the good faith
determination of the Board of Directors and, after receiving written notice to
such effect from Primal, fails to cure the problem within ten (10) days of
receipt of such written notice; (b) your gross negligence or willful misconduct
in the performance of your duties and responsibilities to Primal, such duties
and responsibilities not to be unreasonably imposed; (c) your appropriation (or
attempted appropriation) of a material business opportunity of Primal’s,
including attempting to secure or securing any personal profit in connection
with any transaction entered into on behalf of Primal; (d) your
misappropriation (or attempted misappropriation) of any of Primal’s funds or
property; or (e) the conviction of, or the entering of a guilty plea or plea of
no contest by you with respect to, a felony


Option Vesting on Change of Control


As discussed, to the
extent permitted under applicable law, upon the occurrence of (i) a Change of
Control, (ii) you are terminated without Cause, or (iii) you terminate your
employment for Good Reason, all outstanding unvested stock options granted to
you by the Company shall accelerate and vest.









 



Change of Control shall
mean in a transaction or series of related transactions, (i) the sale of all or
substantially all of the assets of the Company, (ii) the acquisition by any
person, entity or group within the meaning of Section 13(d) or 14(d) of the
Securities Exchange Act of 1934 (“Exchange Act”) or any comparable
successor provisions of the beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act, or comparable successor rules) of more
than 50% of the outstanding capital stock of Primal, or (iii) the merger,
consolidation or other reorganization of Primal; provided, however,
that any such merger, consolidation or other reorganization of Primal whereby
securityholders of the Company immediately prior to such transaction continue
to own not less than 50% of the capital stock in the surviving company
following such transaction shall not be deemed to be a Change of Control.  Additionally, a Change of Control shall be
deemed to have occurred upon (i) Primal entering into a “going private”
transaction, (ii) the deregistration of Primal’s securities under the
Exchange Act, or (iii) Primal otherwise no longer being subject to the
reporting requirements under the Exchange Act and no longer filing periodic
reports under such Act.


Good Reason shall mean
any of the following: (a) a material breach by Primal of any agreement between
you and Primal concerning your employment with Primal; provided, however, that
Primal shall have ten (10) days to remedy the breach after receipt of written
notice from you that the breach has occurred if the breach is susceptible of
cure; (b) the assignment without your express and voluntary written consent to
a title, status, overall position, responsibilities, duties, reporting
relationship, or general working environment of a materially lesser status or
degree of responsibility than your title, status, overall position,
responsibilities, duties, reporting relationship, and general working
environment at the effective date of this letter agreement; (c) the requirement
by Primal that you relocate your personal residence outside the metropolitan
Orange County, California area; (d) the relocation by Primal of your office
more than 50 miles from its location as of the effective date of this letter
agreement; (e) any failure by Primal to obtain the assumption of any material
written agreement between you and Primal concerning your employment by any
successor of Primal or assignee of substantially all of the business of Primal;
or (f) any material change by Primal in the benefits or incentive compensation
offered to you from those in which you are participating on the effective date
of this letter agreement, or the taking of any action by Primal which would
materially and adversely affect your participation in or reduce your benefits
under any of the benefits or incentive compensation plans of Primal or deprive
you of any fringe benefit then enjoyed by you; provided, however, that nothing
contained in this subparagraph (f) shall be deemed to permit termination by you
for Good Reason if Primal offers a range of benefit plans and programs to you
which, taken as a whole, are at least comparable to the benefits and incentive
compensation in which you are participating on the effective date of this
letter agreement.









 



If this arrangement is
acceptable to you, please sign the enclosed copy of this letter and return it
to me at your earliest convenience.


Very truly yours,


	
  

  	
   

  
	
  Joseph R.
  Simrell

  	
   

  
	
  Chief Executive
  Officer

  



 


cc:           Personnel
File


 


I agree to the terms
described above:


	
  

  	
   

  	
   

  
	
  Signature

  	
  Date