Upon joining the Company, Mr. Ryde entered into an employment agreement (the "Employment Agreement") with the Company. Mr. Ryde's Employment Agreement is for a period of three years, but such term is automatically renewed for additional one (1) year periods unless Mr. Ryde or the Company determines to terminate the Employment Agreement. The Employment Agreement provides that Mr. Ryde will be paid a base salary at an annual rate of $300,000 and will be eligible to participate in the Company's employee benefit programs. The Company has the option of deferring up to one-half of Mr. Ryde's base salary in 2010 until the earlier to occur of (i) the consummation of a capital raising transaction and (ii) December 31, 2010.

The Employment Agreement provides that in the event that Mr. Ryde's employment is terminated by the Company at any time without Cause (as defined in the Employment Agreement) or Mr. Ryde quits for Good Reason (as defined in the Employment Agreement), the Company is required to pay Mr. Ryde his then current base salary over the twelve month period following the effectiveness of such termination. The Company is also obligated to continue to maintain health and dental benefits for Mr. Ryde for the twelve months thereafter as well. Mr. Ryde has agreed to maintain the confidentiality of the Company's confidential information and not to solicit any person to terminate his or her employment with the Company while his Employment Agreement is in effect and for a period of one year thereafter.

The Employment Agreement provides that in the event that Mr. Ryde's employment is terminated on or after a Change of Control (as defined in the Employment Agreement) and prior to the date that is thirty (30) days immediately following the first anniversary of the Change of Control, either by Mr. Ryde or by the Company, other than a termination by the Company for Cause and other than a termination due to a timely notice of non-renewal, death or disability, the Company is required to pay Mr. Ryde 250% of the aggregate of (i) Mr. Ryde's base salary for the year in which the termination occurs and (ii) the target amount of any incentive payment to Mr. Ryde for the year in which the termination occurs. In addition, the Company will continue to maintain health and dental benefits for Mr. Ryde for the eighteen months after the date of termination, and all unvested compensatory equity awards shall become vested immediately prior to the effectiveness of the termination.   

The Compensation Committee of the Company's Board of Directors and the full Board of Directors also approved the issuance of an inducement option (the "Stock Option") to purchase up to 5,000,000 shares of the Company's common stock to Mr. Ryde. The exercise price of this Stock Option is equal to the fair market value of the Company's common stock on the date of grant, February 16, 2010. Options to purchase 1,500,000 shares are vested immediately upon grant, options to purchase an additional 2,000,000 shares of common stock will vest if the Company consummates a capital raise of at least $20 million and options to purchase an additional 1,500,000 shares of common stock will vest on December 31, 2010. These options must be vested prior to exercise, and expire after a term of ten years from the date of grant. These options were granted as an inducement material to Mr. Ryde's employment in accordance NASDAQ listing Rule 5635(c)(4).

This description of the Employment Agreement and the Stock Option are fully qualified by reference to the Employment Agreement and Stock Option, which are attached to this Current Report on Form 8-K as Exhibit 10.1 and 10.2, respectively, and incorporated herein by reference.

        Exhibit No.        Description