Common use of (a) Payment Clause in Contracts

(a) Payment. The Executive’s Annual Base Salary is $250,000 as of the Amendment Date. The Executive has no benefits under nonqualified deferred compensation plans sponsored by the Company or its Affiliates The Executive’s award under the Management Incentive Plan for the year ending on October 31, 2006, will be equal to a target bonus of 40% with a maximum of 80% of the Executive’s Base Salary. Pursuant to the terms of the award and the provisions of the Management Incentive Plan, in the event of the closing of the transaction pursuant to the terms of the Merger Agreement, Executive will have earned the target bonus equal to 40% of the Executive’s Base Salary, pro-rated as follows: November, 2005 8.33 % December 2005 16.66 % January 2006 25.00 % February 2006 33.33 % March 2006 41.66 % April 2006 50.00 % May 2006 50.00 % June 2006 50.00 % July 2006 50.00 % August 2006 50.00 % September 2006 50.00 % October 2006 50.00 %

(a) Payment. The Executive’s Annual Base Salary is $250,000 180,000 as of the Amendment Date. The Executive has no benefits under nonqualified deferred compensation plans sponsored by the Company or its Affiliates The Executive’s award under the Management Incentive Plan for the year ending on October 31, 2006, will be equal to a target bonus of 40% with a maximum of 80% of the Executive’s Base Salary. Pursuant to the terms of the award and the provisions of the Management Incentive Plan, in the event of the closing of the transaction pursuant to the terms of the Merger Agreement, Executive will have earned the target bonus equal to 40% of the Executive’s Base Salary, pro-rated as follows: November, 2005 8.33 % December 2005 16.66 % January 2006 25.00 % February 2006 33.33 % March 2006 41.66 % April 2006 50.00 % May 2006 50.00 % June 2006 50.00 % July 2006 50.00 % August 2006 50.00 % September 2006 50.00 % October 2006 50.00 %

(a) Payment. The Executive’s Annual Base Salary is $250,000 235,000 as of the Amendment Date. The Executive has no benefits under nonqualified deferred compensation plans sponsored by the Company or its Affiliates The Executive’s award under the Management Incentive Plan for the year ending on October 31, 2006, will be equal to a target bonus of 40% with a maximum of 80% of the Executive’s Base Salary. Pursuant to the terms of the award and the provisions of the Management Incentive Plan, in the event of the closing of the transaction pursuant to the terms of the Merger Agreement, Executive will have earned the target bonus equal to 40% of the Executive’s Base Salary, pro-rated as follows: November, 2005 8.33 % December 2005 16.66 % January 2006 25.00 % February 2006 33.33 % March 2006 41.66 % April 2006 50.00 % May 2006 50.00 % June 2006 50.00 % July 2006 50.00 % August 2006 50.00 % September 2006 50.00 % October 2006 50.00 %