Common use of Compensation; Reimbursement Clause in Contracts

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇P▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇P▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client The Employer shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 Employee as compensation for all services rendered by the execution of this 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 Employee during the terms term of this Agreement unless this Agreement is terminated prior a basic annualized salary of $350,000 per year (the "Basic Salary"), or such other amount as the parties may agree on from time to time, payable in equal monthly installments or in other more frequent installments, as determined by the Employer. The Board of Directors of the Employer shall have the right to increase the Employee's compensation from time to time by action of the Board of Directors. In addition, the Board of Directors of the Employer, in its discretion, may, with respect to any year during the term hereof, award a bonus or bonuses to the expiration Employee in addition to the bonuses provided for in Section 3(b). The compensation provided for in this Section 3(a) shall be in addition to any pension or profit sharing payments set aside or allocated for the benefit of the Term in accordance with Section 12 belowEmployee. (b) During In addition to the TermBasic Salary paid pursuant to Section 3(a), Client shall reimburse PINE for all reasonable and necessary travel and lodging expenses and other out-of-pocket expenses incurred the Employer may pay as incentive compensation an annual bonus based upon the Employee's performance, as determined each year by PINE in connection with the performance Board of Directors of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may requestEmployer. (c) To The Employer shall reimburse the extent Employee for all reasonable expenses incurred by the Employee in the performance of his duties under this Agreement; provided, however, that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase the Employee must furnish to the rates set forth on Appendix B for Employer an itemized account, satisfactory to the applicable year effective Employer, in substantiation of such expenditures. (d) The Employee shall be entitled to continue the use of his current corporate vehicle and such fringe benefits, including, but not limited to, split-dollar life insurance, medical and other insurance benefits, as of January 1st may be provided from time to time by the Employer to other senior officers of the stated year. On January 1st Employer. (e) The Employer will use all reasonable efforts to have the appropriate provisions of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled this Agreement approved by the US Bureau Employer's shareholders, or take such other actions reasonably required to restructure the payments hereunder in order to avoid taxes under Section 280G of Labor Statistics (“CPI-U”)the Internal Revenue Code of 1986, as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.amended.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration 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 $250,000, 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 one hundred thousand dollars ($100,000) 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 Services year 2000 to be performed hereunder made as if the calendar year 2000 began on March 1, 2000) based upon his achievement of performance criteria mutually agreed upon by ▇▇▇▇the Employee and the Company. 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, Client shall pay PINE it is expected that the fees listed in Appendix B attached hereto performance criteria will be based on increasing gross revenue targets to be agreed upon within thirty (30) days after the date each anniversary of Client’s receipt of an invoice, which this Employment Agreement and that such targets shall be paid by Client monthly in advance consistent with and no higher than the performance targets established for the Chief Executive Officer of services rendered. Client understands the Company for such calendar year. (c) During the Employment Period and agrees that to the extentextent available to senior executive officers of the Company, subsequent 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 execution of contrary contained in this AgreementSection 5(c), Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in at 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 time during the terms of this Agreement unless this Agreement is terminated prior Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the expiration Employee be reduced to a level below that being provided to the Employee as of the Term Start Date. (d) The Company shall reimburse the Employee, in accordance with Section 12 below. (b) During the Termpractice from time to time for other senior executive officers of the Company, Client shall reimburse PINE for all reasonable and necessary travel and lodging expenses traveling expenses, disbursements and other out-of-pocket reasonable and necessary incidental expenses incurred by PINE him for or on behalf of the Company in connection with the performance of the his duties of the CCO and/or PFO hereunder upon presentation by the Employee to the Company of appropriate receipts and other reasonable documentation as the Client may requestvouchers. (ce) To The Company shall grant the extent that Appendix B sets forth escalating fees by yearEmployee, ▇▇▇▇’s fees will increase on the date of grant, (i) an option (the "ISO") to purchase up to 30,000 shares of common stock of the Company (the "Common Stock") pursuant to the rates terms and conditions of a written option agreement between the Company and the Employee, the form of which is attached hereto as EXHIBIT A (the "ISO AGREEMENT"), which 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, the form of which is attached hereto as EXHIBIT B (the "NSO AGREEMENT" and together with the ISO Agreement, the "STOCK OPTION AGREEMENTS"), which shall contain all of the terms and conditions of the NSO. 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 on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent herein assume and give effect to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal 3-for-2 stock split referred to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”)Company's current Registration Statement on Form S-1, as published thirty (30) days consequently, actual option grants may reflect fewer shares if granted prior to the Fee Adjustment Dateconsummation of the stock splits. (f) 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, for state or local law or regulation now in effect or hereafter put into effect during the preceding twelve (12) month period. In the absence term of CPI-U being publishedthis Agreement, the Parties shall agree in writing to use another index that most closely resembles CPI-U.including, without limitation, social security and income withholding taxes.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after the date of Client’s receipt of an invoice, which shall be paid by Client monthly invoice therefor or such other time set forth in advance of services rendered. Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after the date of Client’s receipt of an invoice, which shall be paid by Client monthly invoice therefor or such other time set forth in advance of services rendered. Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 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 pre-approved and reasonable and necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO PFAO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for Commencing as of the Services to be performed hereunder by ▇▇▇▇Effective Date, Client the Corporation shall pay PINE to Executive an annual base salary (the fees listed "Base Salary") of $135,000, payable in Appendix B attached hereto within thirty equal bi-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. Commencing on August 1, 2004 and on each anniversary thereafter during the Term of this Agreement (30) days after each, a "Base Salary Adjustment Date"), the date Base Salary shall be subject to a cost of Client’s receipt living adjustment equal to the Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of an invoice, which shall be paid the Consumer Price Index for all Urban Areas (All Employees) as published by Client monthly the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in advance effect on such Base Salary Adjustment Date and the denominator of services rendered. Client understands and agrees that to which shall be the extent, subsequent to COLA Index in effect on the execution later of this 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: the (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, Effective Date or (ii) affect immediately preceding Base Salary Adjustment Date. In any year in any way which the terms 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 unless paragraph 5(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this Agreement paragraph 5(a) using such similar publication or criteria. Executive's Base Salary may, but is terminated prior not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the expiration Board may deem appropriate, without affecting any other provisions of the Term this Agreement. Once so increased in accordance with Section 12 belowthe immediately preceding sentence, the Base Salary may not be thereafter decreased without the prior written consent of Executive. (b) During In addition to receiving the TermBase Salary provided for in paragraph 5(a) of this Agreement, Client during the Term of this Agreement, Employee shall be entitled to receive such fringe benefits, including, but not limited to, participation in any Corporation-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 Corporation or any of the Companies. Whether or not available to others, Executive shall specifically be entitled to medical/health insurance coverage, paid for by the Corporation, provided that Executive shall qualify for such coverage. (c) In addition to receiving the Base Salary provided for in paragraph 5(a) of this Agreement and the fringe benefits provided for in paragraph 5(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. (d) The Corporation shall reimburse PINE the Executive, in accordance with the practice followed from time to time for other executive officers of the Corporation, for all reasonable and necessary travel business and lodging traveling expenses and other out-of-pocket expenses disbursements incurred by PINE Executive for or on behalf of the Corporation in connection with the performance of the Executive's duties of the CCO and/or PFO hereunder under this Agreement upon presentation by the Executive to the Corporation of an appropriate receipts detailed accounting of such expenses and other reasonable documentation as the Client may requestdisbursements. (ce) To In addition to receiving the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates compensation set forth on Appendix B for the applicable year in pargaraphs 5(a) and 5(b) of this Agreement, effective as of January 1st the Effective Date, the Corporation shall grant to Executive an option to purchase 50,000 shares of the stated year. On January 1st common stock, par value $.01 per share (the "Common Stock"), of each year subsequent the Corporation, evidenced by an option agreement substantially in the form annexed to this Agreement as Exhibit 5(e). (f) 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 life of Executive in an amount determined by the Board, which amount shall be payable to the year period(s) set forth on Appendix B (Corporation as applicable, the “Fee Adjustment Date”), the fees in effect beneficiary. The entire premium expense for the previous calendar year such life insurance shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled paid by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.Corporation.

Compensation; Reimbursement. (a) In consideration for Commencing as of the Services to be performed hereunder by ▇▇▇▇Effective Date, Client the Corporation shall pay PINE to Executive an annual base salary (the fees listed "Base Salary") of $150,000 ($182,500, as of January 1, 1999), payable in Appendix B attached hereto within thirty 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. Commencing with the first anniversary of the Effective Date and on each anniversary thereafter during the Term of this Agreement (30) days after each, a "Base Salary Adjustment Date"), the date Base Salary shall be subject to a cost of Client’s receipt living adjustment equal to the Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of an invoice, which shall be paid the Consumer Price Index for the New York/New Jersey Metropolitan Area (All Employees) as published by Client monthly the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in advance effect on such Base Salary Adjustment Date and the denominator of services renderedwhich shall be the COLA Index in effect on the later of the Effective Date or the immediately preceding Base Salary Adjustment Date. Client understands In any year in which the COLA Index is not available, the Board shall, in the Board's reasonable discretion, find and agrees that use a similar governmental publication or similar criteria for the COLA Index to be used for the extentnumerator for the purposes of this Paragraph 5(a) and shall, subsequent retroactively, establish the COLA Index to be used for the execution 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, 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 . Once so increased in accordance with Section 12 belowthe immediately preceding sentence, the Base Salary may not be thereafter decreased without the prior written consent of Executive. (b) During In addition to receiving the TermBase Salary provided for in Paragraph 5(a), Client Employee shall reimburse PINE for all reasonable and necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with be entitled to receive the performance following incentive compensation (the "Incentive Compensation") based upon the annual Discretionary Income (as hereinafter defined) of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request.Companies on a consolidated basis: (ci) To Executive shall be entitled to receive Incentive Compensation in the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to amount of $50,000 if the rates set forth on Appendix B Discretionary Income for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous 1998 calendar year shall equal or exceed $1, payable no later than April 30, 1999; (ii) Executive shall be increased by an entitled to receive Incentive Compensation in the amount equal to 4% of all Discretionary Income for the percentage increase 1999 calendar year, payable no later than April 30, 2000; (iii) Executive shall be entitled to receive Incentive Compensation in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled 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 2001 calendar year and each calendar year thereafter, provided that this Agreement shall be in effect on the last day of such calendar year. Each such Incentive Compensation amounts to be payable no later than April 30th of the 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 receive a schedule, prepared by the US Bureau Chief Financial Officer of Labor Statistics (“CPI-U”)the Corporation, as published thirty (30) days prior to setting forth the Fee Adjustment Date, for amount of the preceding twelve (12) month period. In Incentive Compensation and a description of the absence of CPI-U being published, the Parties shall agree manner in writing to use another index that most closely resembles CPI-U.which it was calculated.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇P▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after the date of Client’s receipt of an invoice, which shall be paid by Client monthly invoice therefor or such other time set forth in advance of services rendered. Appendix B. Client understands and agrees that to the extent, subsequent to the execution of this 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇P▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration 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 Services year 2000 to be performed hereunder 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, Client which performance criteria shall pay PINE not be more stringent than those established for the fees listed 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 Appendix B attached hereto 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 the date each anniversary of Client’s receipt of an invoice, which this Employment Agreement and that such targets shall be paid by Client monthly in advance consistent with and no higher than the performance targets established for the Chief Executive Officer of services rendered. Client understands the Company for such calendar year. (c) During the Employment Period and agrees that to the extentextent available to senior executive officers of the Company, subsequent 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 execution of contrary contained in this AgreementSection 5(c), Client hires either internal or external resources to provide services duplicative of those listed in Appendix A hereto, such activity will in at 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 time during the terms of this Agreement unless this Agreement is terminated prior Employment Period shall the long-term disability coverage and life insurance benefits that the Company provides to the expiration Employee be reduced to a level below that being provided to the Employee as of the Term Start Date. (d) The Company shall reimburse the Employee, in accordance with Section 12 below. (b) During the Termpractice from time to time for other senior executive officers of the Company, Client shall reimburse PINE for all reasonable and necessary travel and lodging expenses traveling expenses, disbursements and other out-of-pocket reasonable and necessary incidental expenses incurred by PINE him for or on behalf of the Company in connection with the performance of the his duties of the CCO and/or PFO hereunder upon presentation by the Employee to the Company of appropriate receipts and other reasonable documentation as the Client may requestvouchers. (ce) To The Company shall grant the extent that Appendix B sets forth escalating fees 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 year, ▇▇▇▇’s fees will increase the Company to the rates set forth on Appendix B for the applicable year effective as of January 1st Employee, which ISO Agreement shall contain all of the stated yearterms 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. On January 1st 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 subsequent 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 year period(sEmployee 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) set forth on Appendix B (The Employee authorizes the Company to deduct from any amounts payable to him hereunder such sums as applicablemay be required to be deducted or withheld under the provisions of any federal, the “Fee Adjustment Date”), the fees state or local law or regulation now in effect for or hereafter put into effect during the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau term of Labor Statistics (“CPI-U”)this Agreement, as published thirty (30) days prior to the Fee Adjustment Dateincluding, for the preceding twelve (12) month period. In the absence of CPI-U being publishedwithout limitation, the Parties shall agree in writing to use another index that most closely resembles CPI-U.social security and income withholding taxes.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇P▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty (30) days after 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 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇P▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.

Compensation; Reimbursement. (a) In consideration for Commencing as of the Services to be performed hereunder by ▇▇▇▇Effective Date, Client the Corporation shall pay PINE to Executive an annual base salary (the fees listed "Base Salary") of $215,500, payable in Appendix B attached hereto within thirty equal bi-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. Commencing on January 1, 2007 (30assuming an extension of the Term of this Agreement pursuant to paragraph 3(b) days after of this Agreement) and on each anniversary thereafter during the date Term of Client’s receipt this Agreement (each, a "Base Salary Adjustment Date"), the Base Salary shall be subject to a cost of an invoiceliving adjustment equal to the Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of which shall be paid the Consumer Price Index for all Urban Areas (All Employees) as published by Client monthly the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in advance effect on such Base Salary Adjustment Date and the denominator of services rendered. Client understands and agrees that to which shall be the extent, subsequent to COLA Index in effect on the execution later of this 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: the (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, Effective Date or (ii) affect immediately preceding Base Salary Adjustment Date. In any year in any way which the terms 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 unless paragraph 6(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this Agreement paragraph 6(a) using such similar publication or criteria. Executive's Base Salary may, but is terminated prior not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the expiration Board may deem appropriate, without affecting any other provisions of the Term this Agreement. Once so increased in accordance with Section 12 belowthe immediately preceding sentence, the Base Salary may not be thereafter decreased without the prior written consent of Executive. (b) During In addition to receiving the TermBase Salary provided for in paragraph 6(a) of this Agreement, Client during the Term of this Agreement, Employee shall be entitled to receive such fringe benefits, including, but not limited to, participation in any Corporation-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 Corporation or any of the Companies. (c) The Corporation shall reimburse PINE the Executive, in accordance with the practice followed from time to time for other executive officers of the Corporation, for all reasonable and necessary travel business and lodging traveling expenses and other out-of-pocket expenses disbursements incurred by PINE Executive for or on behalf of the Corporation in connection with the performance of the Executive's duties of the CCO and/or PFO hereunder under this Agreement upon presentation by the Executive to the Corporation of an appropriate receipts detailed accounting of such expenses and other reasonable documentation as the Client may requestdisbursements. (cd) To If requested by the extent that Appendix B sets forth escalating fees 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 life of Executive in an amount determined by yearthe Board, ▇▇▇▇’s fees will increase which amount shall be payable to the rates set forth on Appendix B Corporation as beneficiary. The entire premium expense for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year such life insurance shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled paid by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.Corporation.

Compensation; Reimbursement. (a) In consideration for Commencing as of the Services to be performed hereunder by ▇▇▇▇Effective Date, Client the Corporation shall pay PINE to Executive an annual base salary (the fees listed "Base Salary") of $205,000, payable in Appendix B attached hereto within thirty equal bi-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. Commencing on January 1, 2006 and on each anniversary thereafter during the Term of this Agreement (30) days after each, a "Base Salary Adjustment Date"), the date Base Salary shall be subject to a cost of Client’s receipt living adjustment equal to the Base Salary as in effect on such Base Salary Adjustment Date multiplied by a fraction, the numerator of an invoice, which shall be paid the Consumer Price Index for all Urban Areas (All Employees) as published by Client monthly the Bureau of Labor Statistics of the United States Department of Labor (the "COLA Index") in advance effect on such Base Salary Adjustment Date and the denominator of services rendered. Client understands and agrees that to which shall be the extent, subsequent to COLA Index in effect on the execution later of this 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: the (i) excuse any payment obligation of Client for fees due under this Agreement as detailed in Appendix B hereto, Effective Date or (ii) affect immediately preceding Base Salary Adjustment Date. In any year in any way which the terms 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 unless paragraph 6(a) and shall, retroactively, establish the COLA Index to be used for the denominator for the purposes of this Agreement paragraph 6(a) using such similar publication or criteria. Executive's Base Salary may, but is terminated prior not required to, be increased from time to time, based upon Executive's performance and other relevant factors, as the expiration Board may deem appropriate, without affecting any other provisions of the Term this Agreement. Once so increased in accordance with Section 12 belowthe immediately preceding sentence, the Base Salary may not be thereafter decreased without the prior written consent of Executive. (b) During In addition to receiving the TermBase Salary provided for in paragraph 6(a) of this Agreement, Client during the Term of this Agreement, Employee shall be entitled to receive such fringe benefits, including, but not limited to, participation in any Corporation-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 Corporation or any of the Companies. Whether or not available to others, Executive shall specifically be entitled to medical insurance coverage, paid for by the Corporation, provided that Executive shall qualify for such coverage. (c) The Corporation shall reimburse PINE the Executive, in accordance with the practice followed from time to time for other executive officers of the Corporation, for all reasonable and necessary travel business and lodging traveling expenses and other out-of-pocket expenses disbursements incurred by PINE Executive for or on behalf of the Corporation in connection with the performance of the Executive's duties of the CCO and/or PFO hereunder under this Agreement upon presentation by the Executive to the Corporation of an appropriate receipts detailed accounting of such expenses and other reasonable documentation as the Client may requestdisbursements. (cd) To In addition to receiving the extent 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 Appendix B sets forth escalating fees by yearExecutive shall qualify for such insurance and cooperate in obtaining and maintaining such insurance. Executive shall have the right to change Executive's designee(s), ▇▇▇▇’s fees will increase at Executive's sole discretion, subject to the rates set forth on Appendix B provisions of the applicable insurance policy. The entire premium expense for such life insurance shall be paid by the Corporation. (e) If requested by the Board, Executive shall use Executive's best efforts to obtain and maintain for the applicable year effective as Term of January 1st this Agreement "key man" term life insurance on the life of Executive in an amount determined by the stated year. On January 1st of each year subsequent Board, which amount shall be payable to the year period(s) set forth on Appendix B (Corporation as applicable, the “Fee Adjustment Date”), the fees in effect beneficiary. The entire premium expense for the previous calendar year such life insurance shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled paid by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.Corporation.

Compensation; Reimbursement. (a) In consideration for the Services to be performed hereunder by ▇▇▇▇, Client shall pay PINE the fees listed in Appendix B attached hereto within thirty fifteen (3015) days after 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 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 necessary travel and lodging expenses and other out-of-pocket expenses incurred by PINE in connection with the performance of the duties of the CCO and/or PFO hereunder upon presentation of appropriate receipts and other reasonable documentation as the Client may request. (c) To the extent that Appendix B sets forth escalating fees by year, ▇▇▇▇’s fees will increase to the rates set forth on Appendix B for the applicable year effective as of January 1st of the stated year. On January 1st of each year subsequent to the year period(s) set forth on Appendix B (as applicable, the “Fee Adjustment Date”), the fees in effect for the previous calendar year shall be increased by an amount equal to the percentage increase in the US Consumer Price Index – All Urban Consumers – U.S. City Average – All Items compiled by the US Bureau of Labor Statistics (“CPI-U”), as published thirty (30) days prior to the Fee Adjustment Date, for the preceding twelve (12) month period. In the absence of CPI-U being published, the Parties shall agree in writing to use another index that most closely resembles CPI-U.