THE COMPANY'S COMMON
STOCK, $0.0001 PAR VALUE, AT AN EXERCISE PRICE OF US$0.30 PER SHARE.
THE
EXECUTIVE WILL EXECUTE THE PURCHASE OF THESE SHARES AT THE STRIKE PRICE OF
US$0.30 AND
THE COMPANY WILL ACCEPT A NOTE FOR PAYMENT OF SAID SHARES AT PRIME RATE AS
REPORTED IN THE WALL STREET JOURNAL ON THE FIRST DAY OF EVERY MONTH. PAYABLE IN
FULL ON NOVEMBER 30, 2010. THE COMPANY WILL RETAIN THE RIGHT TO REPURCHASE THE
UNVESTED SHARES AS FOLLOWS:
THE UNVESTED SHARE REPURCHASE RIGHT SHALL TERMINATE WITH RESPECT TO THE UNVESTED
SHARES FOR WHICH IT IS NOT TIMELY EXERCISED. IN ADDITION, THE UNVESTED SHARE
REPURCHASE RIGHT SHALL TERMINATE AND CEASE TO BE EXERCISABLE, AND SUCH PURCHASED
SHARES SHALL CEASE TO BE UNVESTED SHARES AND PURCHASER SHALL THEREUPON ACQUIRE A
VESTED INTEREST THEREIN (SUCH SHARES TO BE HEREINAFTER CALLED THE "VESTED
SHARES") AS TO ONE-THIRD (1/3) OF PURCHASER'S PURCHASED SHARES ON NOVEMBER 1,
2008 AND EACH OF NOVEMBER 1, 2009; AND NOVEMBER 1, 2010; PROVIDED, HOWEVER, THAT
ONE HUNDRED PERCENT (100%) OF THE PURCHASED SHARES SHALL BECOME VESTED SHARES
UPON THE EARLIEST TO OCCUR OF, (I) LIQUIDITY EVENT, AND (II) TERMINATION OF
PURCHASER'S EMPLOYMENT ARRANGEMENT WITH THE COMPANY WITHOUT "CAUSE".
(D)
EMPLOYEE BENEFITS. DURING THE TERM OF THIS
AGREEMENT, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN OR BENEFIT FROM, IN
ACCORDANCE WITH THE ELIGIBILITY AND OTHER PROVISIONS THEREOF, SUCH MEDICAL, LIFE
AND DISABILITY INSURANCE, PENSION, RETIREMENT, LIFE INSURANCE, BONUS, PROFIT
SHARING, 401(K) PLANS OR POLICIES (WHICH SHALL INCLUDE AT A MINIMUM MEDICAL
INSURANCE COVERAGE (HEALTH, DENTAL AND SUPPLEMENTAL INSURANCE) FOR THE EXECUTIVE
AND HIS FAMILY) AND SUCH OTHER BENEFITS AS THE COMPANY MAY MAKE AVAILABLE TO, OR
HAVE IN EFFECT FOR, ITS EXECUTIVE PERSONNEL AND EMPLOYEES FROM TIME TO TIME.
(E)
LIFE INSURANCE.
THE COMPANY WILL OBTAIN A
WHOLE LIFE INSURANCE POLICY IN THE AMOUNT OF $2 MILLION ON THE LIFE OF THE
EXECUTIVE NAMING THE COMPANY AS BENEFICIARY. UPON TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, THE COMPANY WILL CAUSE THE POLICY TO BE TRANSFERRED
TO THE EXECUTIVE'S NOMINATED BENEFICIARY. THE EXECUTIVE WILL BE RESPONSIBLE FOR
ALL COSTS OF SUCH POLICY UPON THE CHANGE IN BENEFICIARY.
(F)
DISABILITY INSURANCE.
DURING THE TERM OF
THIS AGREEMENT, THE COMPANY AGREES TO PROVIDE EXECUTIVE WITH DISABILITY
INSURANCE THAT WILL COVER AT LEAST EIGHTY (80%) OF THE EXECUTIVE'S BASE SALARY
IN THE EVENT OF HIS INABILITY TO WORK.
(G)
DIRECTORS AND OFFICERS LIABILITY INSURANCE.
DURING THE TERM OF THIS AGREEMENT AND FOR A PERIOD OF FIVE (5) YEARS AFTER THE
EXECUTIVE CEASES TO BE A DIRECTOR, THE COMPANY AGREES TO PROVIDE EXECUTIVE WITH
DIRECTORS AND OFFICERS LIABILITY INSURANCE COVERAGE OF A MINIMUM OF $5 MILLION.
(H)
VACATION.
THE EXECUTIVE SHALL BE ENTITLED
TO TWENTY ONE (21) BUSINESS DAYS PAID VACATION IN EACH CALENDAR YEAR AND SHALL
ALSO BE ENTITLED TO PAID SICK LEAVE, HOLIDAYS AND OTHER SIMILAR BENEFITS IN
ACCORDANCE WITH POLICIES OF THE COMPANY FROM TIME TO TIME IN EFFECT FOR ITS
EXECUTIVE PERSONNEL GENERALLY.
(I)
COMMUNICATIONS EQUIPMENT.
THE COMPANY