6. NON-DISCLOSUREEmployee acknowledges that employment with the Company requires him/her to have access toconfidential information and material belonging to the Company, including customer lists,contracts, proposals, operating procedures, trade secrets and business methods and systems,which have been developed at great expense by the Company and which Employee recognizes tobe unique assets of the Company’s business. Upon termination of employment for any reason,Employee agrees to return to the Company any such confidential information and material inhis possession with no copies thereof retained. Employee further agrees, whether duringemployment with the Company or any time after the termination thereof (regardless of thereason for such termination), he will not disclose nor use in any manner, any confidentialor proprietary material relating to the business, operations, or prospects of the Companyexcept as authorized in writing by the Company or required during the performance of hisduties.7. BUSINESS INTERFERENCE; NONCOMPETITION a. During employment with the Company and for a period of two years (the“Restrictive Period”) thereafter (regardless of the reason for termination) Employeeagrees he will not, directly or indirectly, in any way for his own account, asemployee, stockholder, partner, or otherwise, or for the account of any other person,corporation, or entity: (i) request or cause any of the Company’s suppliers, customersor vendors to cancel or terminate any existing or continuing business relationship withthe Company; (ii) solicit, entice, persuade, induce, request or otherwise cause anyemployee, officer or agent of the Company to refrain from rendering services to theCompany or to terminate his or her relationship, contractual or otherwise, with theCompany; or (iii) induce or attempt to influence any customer or vendor to cease orrefrain from doing business or to decline to do business with the Company or any of itsaffiliated distributors or vendors. b. The Employee agrees that, during the Restrictive Period, the Employee will not,directly or indirectly, accept employment with, provide services to or consult with, orestablish or acquire any interest in, any business, firm, person, partnership,corporation or other entity which engages in any business or activity that is the sameas or competitive with the business conducted by the Company in any state of the UnitedStates of America and in any foreign country in which any customer to whom the Companyis providing services or technology is located.8. FORFEITURE FOR BREACH; INJUNCTIVE RELIEF a. Any breach of the covenants made in Sections 6 and 7 hereof shall result in theforfeiture of the Employee’s right to any and all payments which may be required to bemade under this Agreement following such breach and shall relieve the Company of anyobligation to make such payments. b. The Employee acknowledges that his compliance with the covenants in Sections 6and 7 hereof is necessary to protect the good will and other proprietary interests ofthe Company and that, in the event of any violation by the Employee of the provisionsof Section 6 or 7 hereof, the Company will sustain serious, irreparable and substantialharm to its business, the extent of which will be difficult to determine and impossibleto remedy by an action at law for money damages. Accordingly, the Employee agreesthat, in the event of such violation or threatened violation by the Employee, theCompany shallbe entitle to an injunction before trial from any court of competent jurisdiction asa matter of course and upon the posting of not more than a nominal bond in additionto all such other legal and equitable remedies as may be available to the Company.
 
 

 
 c. The rights and remedies of the Company as provided in this Section 8 shall becumulative and concurrent and may be pursued separately, successively or togetheragainst Employee, at the sole discretion of the Company, and may be exercised as oftenas occasion therefore shall arise. The failure to exercise any right or remedy shallin no event be construed as a waiver or release thereof. d. The Employee agrees to reimburse the Company for any expenses incurred by it inenforcing the provisions of Sections 6 and 7 hereof if the Company prevails in thatenforcement.9. INVENTIONSEmployee agrees to promptly disclose to the Company each discovery, improvement, orinvention conceived, made, or reduced to practice (whether during working hours orotherwise) during the term of employment. Employee agrees to grant to the Company theentire interest in all of such discoveries, improvements, and inventions and to sign allpatent/copyright applications or other documents needed to implement the provisions of thisparagraph without additional consideration. Employee further agrees that all works ofauthorship subject to statutory copyright protection developed jointly or solely, whileemployed shall be considered a work made for hire and any copyright thereon shall belong tothe Company. Any invention, discovery, or improvement conceived, made, or disclosed, duringthe one year period following the termination of employment with the Company shall be deemedto have been made, conceived, or discovered during employment with the Company.Employee acknowledges that the only discoveries, improvements, and other inventions madeprior to the date hereof which have not been filed in the United States Patent Office areattached as Exhibit A.10. NO CURRENT CONFLICTEmployee hereby assures the Company that he is not currently restricted by any existingemployment or non-compete agreement that would conflict with the terms of this Agreement.11. TERM; TERMINATION AND TERMINATION BENEFITS a. Employment is “at will” which means that either the Company or Employee mayterminate at any time, with or without cause or good reason, upon written notice givenat least 30 days prior to termination. b. This Agreement shall terminate upon the death of the Employee. In addition,if, as a result of a mental or physical condition which, in the reasonable opinion of amedical doctor selected by the Company’s board of directors, can be expected to bepermanent or to be of an indefinite duration and which renders the Employee unable tocarry out the job responsibilities held by, or the tasks assigned to, the Employeeimmediately prior to the time the disabling condition was incurred, the Employee shallhave been absent from his duties hereunder on a full-time basis for 120 consecutivedays, or 180 days during anytwelve month period, and within thirty (30) days after written notice (which mayoccur before or after the end of such 120 or 180 day period), by the Company toEmployee of the Company’s intent to terminate the Employee’s employment by reason ofsuch Disability, the Employee shall not have returned to the performance of hisduties hereunder, the Employee’s employment hereunder shall, without further notice,terminate at the end of said thirty-day notice.
 
 

 
 c. The Company may also terminate the Employee’s employment under this Agreementfor Cause. For purposes of this Agreement the Company shall have “Cause” to terminatethe Employee’s employment if the Employee, in the reasonable judgment of the Company,(i) fails to perform any reasonable directive of the Company that may be given fromtime to time for the conduct of the Company’s business; (ii) materially breaches any ofhis commitments, duties or obligations under this Agreement; (iii) embezzles orconverts to his own use any funds of the Company or its Affiliates or any businessopportunity of the Company of its Affiliates; (iv) destroys or converts to his own useany property of the Company or its Affiliates, without the Company’s consent; (v) isconvicted of, or indicted for, or enters a guilty plea or plea of no contest withrespect to, a felony; (vi) is adjudicated an incompetent or (vii) violates anyfederal, state, local or other law applicable to the business of the Company or engagesin any conduct which, in the reasonable judgment of the Company, is injurious to thebusiness or interests of the Company. d. Upon any termination of this Agreement, the Company shall have no furtherobligation to Employee other than for Annual Salary earned through the date oftermination, and no severance pay or other benefits of any kind shall be payable;provided, however, that in the event the Company terminates this Agreement other thanfor Cause or as a result of the death or Disability of the Employee, the company willprovide for a severance package of 2.6 times the annual salary, which will include basesalary and benefits but excludes any fees or compensation covered under the consultingagreement with Joel Morganroth, M.D., P.C. The Company must give the Employee writtennotice of the Employee’s breach under sections 11.c.(i.), 11.c.(ii), and 11.c.(vii) and15 days to cure before the Employee is given notice of termination as required underSection 11.a. e. Notwithstanding any contrary provision contained in this EmploymentAgreement, upon the first occurrence of a Trigger Event (as hereafter defined), theEmployee shall be entitled to receive (i) severance equal to 2.6 times of his/herthen-current salary and applicable prorated bonus, based on 100% performance, payablein one lump sum in accordance with the Company’s policy; (ii) continuation ofBenefits (as hereafter defined), subject to applicable benefit plan provisions, forsix months; and (iii) accelerated vesting of all stock options, such that all stockoptions held by Employee immediately prior to the date of the Change of Control (ashereafter defined) shall become exercisable in full as of the date of the Change ofControl.The term “Benefits” as utilized in Section 11, shall mean standard health,dental, disability, life and accident insurance benefits, all of which aresubject to any applicable premium co-pay, and car allowance.The term “Trigger Event” as utilized in this Section 11 shall mean theoccurrence of a Change of Control (as hereafter defined) in connection withor after which either (i) the Employee is terminated other than for Cause(ii) the Employee resigns his/her employment within 60 days after the Changeof Control becauseneither the Company nor the other party to the Change of Control (the“Buyer”) offers the Employee a position with comparable responsibilities,authority, location and compensation; or (iii) the Employee is employed bythe Company or the Buyer, or a division or subsidiary thereof, for one yearafter the date of the Change of Control.
 
 

 
The term “Change of Control”, as utilized herein, shall mean: (i) A change of control of a nature that would be requiredto be reported in the Company’s proxy statement under the SecuritiesExchange Act of 1934, as amended; (ii) The approval by the Board of Directors of a sale, notin the ordinary course of business, of all or substantially all of theCompany’s assets and business to an unrelated third party and theconsummation of such transaction; or (iii) The approval by the Board of Directors of any merger,consolidation, or like business combination or reorganization of theCompany, the consummation of which would result in the occurrence of anyevent described in clause (i) or (ii) above, and the consummation of suchtransaction.In order to implement the provisions of this Section 11(e), in connection with anyChange of Control, the Company shall, as a condition thereto, accelerate the vestingof all unvested stock options as of the date of the Change of Control or cause theBuyer to either assume all stock options held by the Employee immediately prior tothe Change of Control or grant equivalent substitute options containingsubstantially the same terms, and the Company shall not otherwise take any actionthat would cause any stock options held by the Employee that are not thenexercisable to terminate prior to the Change of Control or Trigger Event, asotherwise permitted by the Company’s 2003 Stock Option Plan or as may be permittedby the Buyer’s stock option plan respectively.12. MISCELLANEOUS a. This Agreement and any disputes arising here from shall be governed byPennsylvania law. b. In the event that any provision of this Agreement is held to be invalid orunenforceable for any reason, including without limitation the geographic or businessscope or duration thereof, this Agreement shall be construed as if such provision hadbeen more narrowly drawn so as not to be invalid or unenforceable. c. This Agreement supersedes all prior agreements, arrangements, andunderstandings, written or oral, relating to the subject matter. d. The failure of either party at any time or times to require performance of anyprovision hereof shall in no way affect the right at a later time to enforce the same.No waiver by either party of any condition or of the breach by the other of any term orcovenant contained in this Agreement shall be effective unless in writing and signed bythe aggrieved party. A waiver by a party hereto in any one or more instances shall notbe deemed or construed as a further or continuing waiver of any such condition orbreach or a waiver of any other condition, or of the breach of any other term orcovenant set forthin this Agreement.
 
 

 
 c. Any notice required or permitted to be given under this Agreement shall be inwriting and shall be deemed to have been given when delivered in person, sent bycertified mail, postage prepaid, or delivered by a nationally recognized overnightdelivery service addressed, if to the Company at 1818 Market Street, Suite 1000,Philadelphia, PA 19103 Attn: President and if to the Employee, at the address of hispersonal residence as maintained in the Company’s records.       For Employee:   For the Company:         /s/ Joel Morganroth, MD    /s/ Keith Schneck          Date: March 10, 2009   Date: March 10, 2009