·	The initial term of employment commenced March 20, 2008 and continues through March 20, 2010 (“Initial Term”). Thereafter, the term of employment shall automatically renew for successive one-year periods unless otherwise terminated in accordance with the Nelson Agreement;

·

Mr. Nelson’s compensation package includes a base salary of $175,000, subject to annual increases based on the Consumer Price Index for the immediately preceding 12-month period, and a bonus payment based on Mr. Nelson’s satisfaction of certain performance criteria established by the compensation committee of the Company’s Board of Directors. The bonus amount in any fiscal year will not exceed 100% of Mr. Nelson’s base salary. Mr. Nelson is eligible to participate in the Company’s employee stock option plan and other benefit plans;

·

The Company granted Mr. Nelson an option (“Initial Option”) to acquire up to 2,000,000 shares of the Company’s common stock at an exercise price of $0.05 (the trading price on the date the agreement was signed). The Initial Option shall vest in tranches of 500,000 shares over the first two years of the employment term. The Initial Option expires after 10 years;

·

The Company also granted Mr. Nelson an option (“Performance Option”) to acquire up to 2,500,000 shares of the Company’s common stock at an exercise price of $0.05 (the trading price on the date the agreement was signed), subject to the Company’s achievement of certain market capitalization goals. The Performance Option expires after five (5) years;

·	The Company may terminate Mr. Nelson’s employment on the first anniversary of the employment term, provided that the Company pays Mr. Nelson three (3) months salary if such termination is without “cause”;

·

If Mr. Nelson’s employment is terminated by the Company without “cause” or by Mr. Nelson for “good reason” prior to the first anniversary of the employment term, Mr. Nelson will be entitled to receive severance payments including (i) an amount equal to his unpaid salary through the first anniversary of the employment term, (ii) 50% of the target bonus in effect on the date of termination, and (iii) 50% of the Performance Option shall vest;

·

If Mr. Nelson’s employment is terminated by the Company without “cause” or by Mr. Nelson for “good reason” after the first anniversary of the employment term, Mr. Nelson will be entitled to receive severance payments including (i) an amount equal to his unpaid salary through the Initial Term, (ii) 100% of Initial Option shall vest, to the extent not already vested.