Common use of Compensation; Reimbursement Clause in Contracts

Compensation; Reimbursement. (a) During the Employment Period, the Company (or at the Company's option, any subsidiary or affiliate thereof) shall pay to the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar year. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO Agreement, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During the Employment Period, the Company (or at the Company's option, any subsidiary or affiliate thereof) shall pay to the Employee an annual salary (the "Base SalaryBASE SALARY") of not less than $190,000250,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five one hundred thousand dollars ($75,000100,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May March 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar year. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (i) an option (the "OptionsISO") to purchase, in the aggregate, purchase up to 110,000 30,000 shares of common stock of the Company (the "Common Stock"). Based on ) pursuant to the fair market value terms and conditions of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee Employee, the form of which is attached hereto as EXHIBIT A (the "ISO AgreementAGREEMENT") shall be prepareded and delivered by the Company to the Employee), which ISO Agreement shall contain all of the terms and conditions of the ISO, and (ii) an option (the "NSO" and together with the ISO, "OPTIONS") to purchase up to 470,000 shares of Common Stock pursuant to the terms and conditions of a written option agreement between the Company and the Employee Employee, the form of which is attached hereto as EXHIBIT B (the "NSO AgreementAGREEMENT" and together with the ISO Agreement, the "Stock Option AgreementsSTOCK OPTION AGREEMENTS") shall be prepared and delivered by the Company to the Employee), which NSO Agreement shall contain all of the terms and conditions of the NSO. The 100,000 of Options shall vest on the date of grant and the remaining 400,000 of Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. All references to share and option numbers set forth herein assume and give effect to the 3-for-2 stock split referred to in the Company's current Registration Statement on Form S-1, consequently, actual option grants may reflect fewer shares if granted prior to the consummation of the stock splits. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During In consideration for the Employment PeriodServices to be performed hereunder by XXXX, the Company (or at the Company's option, any subsidiary or affiliate thereof) Client shall pay to PINE the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) fees listed in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon Appendix B attached hereto within thirty (30) days after each anniversary the date of Client’s receipt of an invoice therefor or such other time set forth in Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this Employment Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below. (b) During the Term, Client shall reimburse PINE for all reasonable and that such targets shall be consistent necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearduties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) During To the Employment Period and extent that Appendix B sets forth escalating fees by year, XXXX’s fees will increase to the extent available to senior executive officers rates set forth on Appendix B for the applicable year effective as of January 1st of the Companystated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the Employee “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed increased by other senior executive officers of the Company. Notwithstanding anything an amount equal to the contrary contained percentage increase in this Section 5(cthe US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides as published thirty (30) days prior to the Employee be reduced to a level below that being provided to the Employee as of the Start Fee Adjustment Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf the preceding twelve (12) month period. In the absence of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO AgreementCPI-U being published, the "Stock Option Agreements") Parties shall be prepared and delivered by the Company agree in writing to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a oneuse another index that most closely resembles CPI-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.U.

Compensation; Reimbursement. (a) During In consideration for the Employment PeriodServices to be performed hereunder by PXXX, the Company (or at the Company's option, any subsidiary or affiliate thereof) Client shall pay to PINE the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) fees listed in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon Appendix B attached hereto within thirty (30) days after each anniversary the date of Client’s receipt of an invoice, which shall be paid by Client monthly in advance of services rendered. Client understands and agrees that to the extent, subsequent to the execution of this Employment Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below. (b) During the Term, Client shall reimburse PINE for all reasonable and that such targets shall be consistent necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearduties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) During To the Employment Period and extent that Appendix B sets forth escalating fees by year, PXXX’s fees will increase to the extent available to senior executive officers rates set forth on Appendix B for the applicable year effective as of January 1st of the Companystated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the Employee “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed increased by other senior executive officers of the Company. Notwithstanding anything an amount equal to the contrary contained percentage increase in this Section 5(cthe US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides as published thirty (30) days prior to the Employee be reduced to a level below that being provided to the Employee as of the Start Fee Adjustment Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf the preceding twelve (12) month period. In the absence of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO AgreementCPI-U being published, the "Stock Option Agreements") Parties shall be prepared and delivered by the Company agree in writing to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a oneuse another index that most closely resembles CPI-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.U.

Compensation; Reimbursement. (a) During In consideration for the Employment PeriodServices to be performed hereunder by XXXX, the Company (or at the Company's option, any subsidiary or affiliate thereof) Client shall pay to PINE the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) fees listed in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon Appendix B attached hereto within thirty (30) days after each anniversary the date of Client’s receipt of an invoice therefor or such other time set forth in Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this Employment Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below. (b) During the Term, Client shall reimburse PINE for all reasonable and that such targets shall be consistent necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearduties of the PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) During To the Employment Period and extent that Appendix B sets forth escalating fees by year, XXXX’s fees will increase to the extent available to senior executive officers rates set forth on Appendix B for the applicable year effective as of January 1st of the Companystated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the Employee “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed increased by other senior executive officers of the Company. Notwithstanding anything an amount equal to the contrary contained percentage increase in this Section 5(cthe US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides as published thirty (30) days prior to the Employee be reduced to a level below that being provided to the Employee as of the Start Fee Adjustment Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf the preceding twelve (12) month period. In the absence of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO AgreementCPI-U being published, the "Stock Option Agreements") Parties shall be prepared and delivered by the Company agree in writing to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a oneuse another index that most closely resembles CPI-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.U.

Compensation; Reimbursement. (a) During Commencing as of the Employment PeriodEffective Date, the Company (or at the Company's option, any subsidiary or affiliate thereof) Corporation shall pay to the Employee Executive an annual base salary (the "Base Salary") of not less than $190,000205,000, payable semiin equal bi-monthlyweekly installments or in the manner and on the timetable which the Corporation's payroll is customarily handled or at such intervals as the Corporation and Executive may hereafter agree to from time to time. Such Commencing on January 1, 2006 and on each anniversary thereafter during the Term of this Agreement (each, a "Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increaseAdjustment Date"), the Base Salary as so increased shall be considered subject to a cost of living adjustment equal to the new Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of which shall be the Consumer Price Index for all Urban Areas (All Employees) as published by the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in effect on such Base Salary Adjustment Date and the denominator of which shall be the COLA Index in effect on the later of the (i) Effective Date or (ii) immediately preceding Base Salary Adjustment Date. In any year in which the COLA Index is not available, the Board shall, in the Board's reasonable discretion, find and use a similar governmental publication or similar criteria for the COLA Index to be used for the numerator for the purposes of this Agreement paragraph 6(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this paragraph 6(a) using such similar publication or criteria. Executive's Base Salary may, but is not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the Board may deem appropriate, without affecting any other provisions of this Agreement. Once so increased in accordance with the immediately preceding sentence, the Base Salary may not be thereafter be reduceddecreased without the prior written consent of Executive. (b) The In addition to receiving the Base Salary provided for in paragraph 6(a) of this Agreement, during the Term of this Agreement, Employee shall be eligible entitled to receive an annual bonus of no less than seventysuch fringe benefits, including, but not limited to, participation in any Corporation-five thousand dollars ($75,000) during each calendar year sponsored retirement plan, profit sharing plan, savings plan, stock option or ownership plan and medical/health and disability insurance benefits, as are made available from time to time to other executive officers of the Employment Period (pro-rated Corporation or any of the Companies. Whether or not available to others, Executive shall specifically be entitled to medical insurance coverage, paid for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1Corporation, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria provided that Executive shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company qualify for such calendar yearcoverage. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company Corporation shall reimburse the EmployeeExecutive, in accordance with the practice followed from time to time for other senior executive officers of the CompanyCorporation, for all reasonable and necessary business and traveling expenses, disbursements expenses and other reasonable and necessary incidental expenses disbursements incurred by him Executive for or on behalf of the Company Corporation in the performance of his Executive's duties hereunder under this Agreement upon presentation by the Employee Executive to the Company Corporation of an appropriate vouchersdetailed accounting of such expenses and disbursements. (d) In addition to receiving the Base Salary provided for in paragraph 6(a) of this Agreement and the fringe benefits provided for in paragraph 6(b) of this Agreement, the Corporation shall use its best efforts to obtain and maintain for the Term of this Agreement term life insurance on the life of Executive in the amount of $250,000, which shall be payable to Executive's designee(s), provided, in all events that Executive shall qualify for such insurance and cooperate in obtaining and maintaining such insurance. Executive shall have the right to change Executive's designee(s), at Executive's sole discretion, subject to the provisions of the applicable insurance policy. The entire premium expense for such life insurance shall be paid by the Corporation. (e) The Company If requested by the Board, Executive shall grant use Executive's best efforts to obtain and maintain for the Employee, Term of this Agreement "key man" term life insurance on the date life of grantExecutive in an amount determined by the Board, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") which amount shall be prepareded and delivered payable to the Corporation as beneficiary. The entire premium expense for such life insurance shall be paid by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO Agreement, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officersCorporation. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During Commencing as of the Employment PeriodEffective Date, the Company (or at the Company's option, any subsidiary or affiliate thereof) Corporation shall pay to the Employee Executive an annual base salary (the "Base Salary") of not less than $190,000215,500, payable semiin equal bi-monthlyweekly installments or in the manner and on the timetable which the Corporation's payroll is customarily handled or at such intervals as the Corporation and Executive may hereafter agree to from time to time. Such Commencing on January 1, 2007 (assuming an extension of the Term of this Agreement pursuant to paragraph 3(b) of this Agreement) and on each anniversary thereafter during the Term of this Agreement (each, a "Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increaseAdjustment Date"), the Base Salary as so increased shall be considered subject to a cost of living adjustment equal to the new Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of which shall be the Consumer Price Index for all Urban Areas (All Employees) as published by the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in effect on such Base Salary Adjustment Date and the denominator of which shall be the COLA Index in effect on the later of the (i) Effective Date or (ii) immediately preceding Base Salary Adjustment Date. In any year in which the COLA Index is not available, the Board shall, in the Board's reasonable discretion, find and use a similar governmental publication or similar criteria for the COLA Index to be used for the numerator for the purposes of this Agreement paragraph 6(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this paragraph 6(a) using such similar publication or criteria. Executive's Base Salary may, but is not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the Board may deem appropriate, without affecting any other provisions of this Agreement. Once so increased in accordance with the immediately preceding sentence, the Base Salary may not be thereafter be reduceddecreased without the prior written consent of Executive. (b) The In addition to receiving the Base Salary provided for in paragraph 6(a) of this Agreement, during the Term of this Agreement, Employee shall be eligible entitled to receive an annual bonus of no less than seventysuch fringe benefits, including, but not limited to, participation in any Corporation-five thousand dollars ($75,000) during each calendar year sponsored retirement plan, profit sharing plan, savings plan, stock option or ownership plan and medical/health and disability insurance benefits, as are made available from time to time to other executive officers of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year Corporation or any of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearCompanies. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company Corporation shall reimburse the EmployeeExecutive, in accordance with the practice followed from time to time for other senior executive officers of the CompanyCorporation, for all reasonable and necessary business and traveling expenses, disbursements expenses and other reasonable and necessary incidental expenses disbursements incurred by him Executive for or on behalf of the Company Corporation in the performance of his Executive's duties hereunder under this Agreement upon presentation by the Employee Executive to the Company Corporation of an appropriate vouchersdetailed accounting of such expenses and disbursements. (ed) The Company If requested by the Board, Executive shall grant use Executive's best efforts to obtain and maintain for the Employee, Term of this Agreement "key man" term life insurance on the date life of grantExecutive in an amount determined by the Board, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") which amount shall be prepareded and delivered payable to the Corporation as beneficiary. The entire premium expense for such life insurance shall be paid by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO Agreement, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officersCorporation. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During Commencing as of the Employment PeriodEffective Date, the Company (or at the Company's option, any subsidiary or affiliate thereof) Corporation shall pay to the Employee Executive an annual base salary (the "Base Salary") of not less than $190,000135,000, payable semiin equal bi-monthlyweekly installments or in the manner and on the timetable which the Corporation's payroll is customarily handled or at such intervals as the Corporation and Executive may hereafter agree to from time to time. Such Commencing on August 1, 2004 and on each anniversary thereafter during the Term of this Agreement (each, a "Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increaseAdjustment Date"), the Base Salary as so increased shall be considered subject to a cost of living adjustment equal to the new Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of which shall be the Consumer Price Index for all Urban Areas (All Employees) as published by the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in effect on such Base Salary Adjustment Date and the denominator of which shall be the COLA Index in effect on the later of the (i) Effective Date or (ii) immediately preceding Base Salary Adjustment Date. In any year in which the COLA Index is not available, the Board shall, in the Board's reasonable discretion, find and use a similar governmental publication or similar criteria for the COLA Index to be used for the numerator for the purposes of this Agreement paragraph 5(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this paragraph 5(a) using such similar publication or criteria. Executive's Base Salary may, but is not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the Board may deem appropriate, without affecting any other provisions of this Agreement. Once so increased in accordance with the immediately preceding sentence, the Base Salary may not be thereafter be reduceddecreased without the prior written consent of Executive. (b) The In addition to receiving the Base Salary provided for in paragraph 5(a) of this Agreement, during the Term of this Agreement, Employee shall be eligible entitled to receive an annual bonus of no less than seventysuch fringe benefits, including, but not limited to, participation in any Corporation-five thousand dollars ($75,000) during each calendar year sponsored retirement plan, profit sharing plan, savings plan, stock option or ownership plan and medical/health and disability insurance benefits, as are made available from time to time to other executive officers of the Employment Period (pro-rated Corporation or any of the Companies. Whether or not available to others, Executive shall specifically be entitled to medical/health insurance coverage, paid for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1Corporation, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria provided that Executive shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company qualify for such calendar yearcoverage. (c) During In addition to receiving the Employment Period Base Salary provided for in paragraph 5(a) of this Agreement and to the extent available to senior executive officers fringe benefits provided for in paragraph 5(b) of the Companythis Agreement, the Employee Corporation shall use its best efforts to obtain and maintain for the Term of this Agreement term life insurance on the life of Executive in the amount of $250,000, which shall be entitled payable to participate Executive's designee(s), provided, in all of events that Executive shall qualify for such insurance and cooperate in obtaining and maintaining such insurance. Executive shall have the Companyright to change Executive's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(cdesignee(s), at no time during Executive's sole discretion, subject to the Employment Period shall provisions of the long-term disability coverage and applicable insurance policy. The entire premium expense for such life insurance benefits that shall be paid by the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start DateCorporation. (d) The Company Corporation shall reimburse the EmployeeExecutive, in accordance with the practice followed from time to time for other senior executive officers of the CompanyCorporation, for all reasonable and necessary business and traveling expenses, disbursements expenses and other reasonable and necessary incidental expenses disbursements incurred by him Executive for or on behalf of the Company Corporation in the performance of his Executive's duties hereunder under this Agreement upon presentation by the Employee Executive to the Company Corporation of an appropriate vouchersdetailed accounting of such expenses and disbursements. (e) The Company In addition to receiving the compensation set forth in pargaraphs 5(a) and 5(b) of this Agreement, effective as of the Effective Date, the Corporation shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up Executive an option to 110,000 purchase 50,000 shares of the common stock of the Company stock, par value $.01 per share (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written Corporation, evidenced by an option agreement between substantially in the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company form annexed to the Employee, which ISO this Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO Agreement, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officersExhibit 5(e). (f) Within 30 days If requested by the Board, Executive shall use Executive's best efforts to obtain and maintain for the Term of this Agreement "key man" term life insurance on the Start Datelife of Executive in an amount determined by the Board, the Company which amount shall pay be payable to the Employee a one-time, sign-on bonus equal to $25,000 to Corporation as beneficiary. The entire premium expense for such life insurance shall be used paid by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this AgreementCorporation. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During Commencing as of the Employment PeriodEffective Date, the Company (or at the Company's option, any subsidiary or affiliate thereof) Corporation shall pay to the Employee Executive an annual base salary (the "Base Salary") of not less than $190,000150,000 ($182,500, as of January 1, 1999), payable semi-monthlyin equal weekly installments or in the manner and on the timetable which the Corporation's payroll is customarily handled or at such intervals as the Corporation and Executive may hereafter agree to from time to time. Such Commencing with the first anniversary of the Effective Date and on each anniversary thereafter during the Term of this Agreement (each, a "Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increaseAdjustment Date"), the Base Salary as so increased shall be considered subject to a cost of living adjustment equal to the new Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of which shall be the Consumer Price Index for all the New York/New Jersey Metropolitan Area (All Employees) as published by the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in effect on such Base Salary Adjustment Date and the denominator of which shall be the COLA Index in effect on the later of the Effective Date or the immediately preceding Base Salary Adjustment Date. In any year in which the COLA Index is not available, the Board shall, in the Board's reasonable discretion, find and use a similar governmental publication or similar criteria for the COLA Index to be used for the numerator for the purposes of this Agreement Paragraph 5(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this Paragraph 5 (a) using such similar publication or criteria. Executive's Base Salary may, but is not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the Board may deem appropriate, without affecting any other provisions of this Agreement. Once so increased in accordance with the immediately preceding sentence, the Base Salary may not be thereafter be reduceddecreased without the prior written consent of Executive. (b) The Employee shall be eligible In addition to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of receiving the Employment Period (pro-rated Base Salary provided for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1in Paragraph 5(a), 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar year. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of receive the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options following incentive compensation (the "OptionsIncentive Compensation") based upon the annual Discretionary Income (as hereinafter defined) of the Companies on a consolidated basis: (i) Executive shall be entitled to purchase, receive Incentive Compensation in the aggregateamount of $50,000 if the Discretionary Income for the 1998 calendar year shall equal or exceed $1, up payable no later than April 30, 1999; (ii) Executive shall be entitled to 110,000 shares receive Incentive Compensation in the amount equal to 4% of common stock all Discretionary Income for the 1999 calendar year, payable no later than April 30, 2000; (iii) Executive shall be entitled to receive Incentive Compensation in the amount equal to 4% of all Discretionary Income for the 2000 calendar year, payable no later than April 30, 2001; and (iv) Executive shall be entitled to receive Incentive Compensation in the amount equal to 4% of all Discretionary Income for each of the Company (the "Common Stock"). Based 2001 calendar year and each calendar year thereafter, provided that this Agreement shall be in effect on the fair market value last day of a share of Common Stock on the date of grant, a portion such calendar year. Each such Incentive Compensation amounts to be payable no later than April 30th of the Options calendar year following the calendar year in which the Discretionary Income is applicable. Along with a check in the amount of the Incentive Compensation, Executive shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered receive a schedule, prepared by the Company to the Employee, which ISO Agreement shall contain all Chief Financial Officer of the terms and conditions Corporation, setting forth the amount of the ISO, Incentive Compensation and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO Agreement, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee, which NSO Agreement shall contain all description of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing manner in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officerswhich it was calculated. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During In consideration for the Employment PeriodServices to be performed hereunder by PXXX, the Company (or at the Company's option, any subsidiary or affiliate thereof) Client shall pay to PINE the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) fees listed in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon Appendix B attached hereto within thirty (30) days after each anniversary the date of Client’s receipt of an invoice therefor or such other time set forth in Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this Employment Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below. (b) During the Term, Client shall reimburse PINE for all reasonable and that such targets shall be consistent necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearduties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) During To the Employment Period and extent that Appendix B sets forth escalating fees by year, PXXX’s fees will increase to the extent available to senior executive officers rates set forth on Appendix B for the applicable year effective as of January 1st of the Companystated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the Employee “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed increased by other senior executive officers of the Company. Notwithstanding anything an amount equal to the contrary contained percentage increase in this Section 5(cthe US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides as published thirty (30) days prior to the Employee be reduced to a level below that being provided to the Employee as of the Start Fee Adjustment Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf the preceding twelve (12) month period. In the absence of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO AgreementCPI-U being published, the "Stock Option Agreements") Parties shall be prepared and delivered by the Company agree in writing to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a oneuse another index that most closely resembles CPI-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.U.

Compensation; Reimbursement. (a) During the Employment Period, the Company (or at the Company's option, any subsidiary or affiliate thereof) shall pay to the Employee an annual salary (the "Base Salary") of not less than $190,000250,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five one hundred thousand dollars ($75,000100,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May February 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after each anniversary of this Employment Agreement and that such targets shall be consistent with and no higher than the performance targets established for the President and Chief Executive Operating Officer of the Company for such calendar year. (c) During the Employment Period and to the extent available to senior executive officers of the Company, the Employee shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed by other senior executive officers of the Company. Notwithstanding anything to the contrary contained in this Section 5(c), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the Employee be reduced to a level below that being provided to the Employee as of the Start Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant granted the Employee, on the date respective dates of grant, (i) options (the "OptionsISO") to purchase, in the aggregate, purchase up to 110,000 43,904 shares of common stock of the Company (the "Common Stock"). Based on ) pursuant to the fair market value terms and conditions of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement agreements between the Company and the Employee Employee, as amended, the forms of which are attached hereto as Exhibit A (the "ISO AgreementAgreements") shall be prepareded and delivered by the Company to the Employee), which ISO Agreement shall contain all of the terms and conditions of the ISO and (ii) options (the "NSO" and together with the ISO, the "Options") to purchase up 286,096 shares of Common Stock pursuant to the terms and a conditions of written option agreement agreements between the Company and the Employee Employee, as amended, the forms of which are attached hereto as Exhibit B (the "NSO AgreementAgreements" and together with the ISO AgreementAgreements, the "Stock Option Agreements") shall be prepared and delivered by the Company to the Employee), which NSO Agreement shall contain all of the terms and conditions of the NSO. The 66,000 of the Options shall vest on the date of grant and the remaining 264,000 of the Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a one-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) During In consideration for the Employment PeriodServices to be performed hereunder by XXXX, the Company (or at the Company's option, any subsidiary or affiliate thereof) Client shall pay to PINE the Employee an annual salary (the "Base Salary") of not less than $190,000, payable semi-monthly. Such Base Salary will be reviewed at least annually and may be increased by the Board or the Board's designee (excluding the Employee if he should be a member of the Board at the time of such determination) fees listed in its sole discretion. Effective as of any such increase, the Base Salary as so increased shall be considered the new Base Salary for all purposes of this Agreement and may not thereafter be reduced. (b) The Employee shall be eligible to receive an annual bonus of no less than seventy-five thousand dollars ($75,000) during each calendar year of the Employment Period (pro-rated for partial calendar years of employment by the Company with such pro ration for the year 2000 to be made as if the calendar year 2000 began on May 1, 2000) based upon his achievement of performance criteria mutually agreed upon by the Employee and the Company, which performance criteria shall not be more stringent than those established for the President and the Chief Operating Officer for a similar period of time. The performance criteria for the first year of the Employment Period shall be satisfied in the event that the Company achieves gross revenue of $15 million for calendar year 2000. With respect to subsequent calendar years, it is expected that the performance criteria will be based on increasing gross revenue targets to be agreed upon Appendix B attached hereto within thirty (30) days after each anniversary the date of Client’s receipt of an invoice, which shall be paid by Client monthly in advance of services rendered. Client understands and agrees that to the extent, subsequent to the execution of this Employment Agreement, Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in no way: (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, or (ii) affect in any way the terms of this Agreement unless this Agreement is terminated prior to the expiration of the Term in accordance with Section 12 below. (b) During the Term, Client shall reimburse PINE for all reasonable and that such targets shall be consistent necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with and no higher than the performance targets established for the Chief Executive Officer of the Company for such calendar yearduties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) During To the Employment Period and extent that Appendix B sets forth escalating fees by year, XXXX’s fees will increase to the extent available to senior executive officers rates set forth on Appendix B for the applicable year effective as of January 1st of the Companystated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the Employee “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be entitled to participate in all of the Company's benefit plans, pension and retirement plans, life insurance, hospitalization and surgical and major medical coverages, sick leave, vacation and holiday policies, long-term disability coverage and such other fringe benefits enjoyed increased by other senior executive officers of the Company. Notwithstanding anything an amount equal to the contrary contained percentage increase in this Section 5(cthe US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), at no time during the Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides as published thirty (30) days prior to the Employee be reduced to a level below that being provided to the Employee as of the Start Fee Adjustment Date. (d) The Company shall reimburse the Employee, in accordance with the practice from time to time for other senior executive officers of the Company, for all reasonable and necessary traveling expenses, disbursements and other reasonable and necessary incidental expenses incurred by him for or on behalf the preceding twelve (12) month period. In the absence of the Company in the performance of his duties hereunder upon presentation by the Employee to the Company of appropriate vouchers. (e) The Company shall grant the Employee, on the date of grant, options (the "Options") to purchase, in the aggregate, up to 110,000 shares of common stock of the Company (the "Common Stock"). Based on the fair market value of a share of Common Stock on the date of grant, a portion of the Options shall qualify for federal income tax purposes as "incentive stock options" (the "ISO") and the remainder shall not qualify for federal tax purposes as "incentive stock options" (the "NSO"). A written option agreement between the Company and the Employee (the "ISO Agreement") shall be prepareded and delivered by the Company to the Employee, which ISO Agreement shall contain all of the terms and conditions of the ISO, and a written option agreement between the Company and the Employee (the "NSO Agreement" and together with the ISO AgreementCPI-U being published, the "Stock Option Agreements") Parties shall be prepared and delivered by the Company agree in writing to the Employee, which NSO Agreement shall contain all of the terms and conditions of the NSO. The Options shall vest over three years, 6/36 of such amount shall vest on the six month anniversary of the date of grant and 1/36 of such amount shall vest each month thereafter. The Company shall at least once each year commencing in 2001 consider the Employee for future annual or other grants of stock options and other equity awards on at least the same basis as such options and equity awards are granted to other senior executive officers. (f) Within 30 days of the Start Date, the Company shall pay to the Employee a oneuse another index that most closely resembles CPI-time, sign-on bonus equal to $25,000 to be used by the Employee to offset costs incurred by the Employee in moving from her current residence to the New York City metropolitan area for purposes of fulfilling her obligations to the Company under this Agreement. (g) The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as may be required to be deducted or withheld under the provisions of any federal, state or local law or regulation now in effect or hereafter put into effect during the term of this Agreement, including, without limitation, social security and income withholding taxes.U.