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(a)

Not later than the second payroll date after the Start Date, you will receive a cash signing bonus equal to $100,000, less all federal, state, local and other taxes.

(b)

This signing bonus will be subject to return by you (or offset against your vested Shares) on a prorated basis to the extent your employment is terminated prior to the first (1^st) anniversary of your Start Date for reasons other than termination without Cause or resignation with Good Reason.

(a)

Severance. Subject to the terms and conditions set forth in this Agreement, in the event of your termination without Cause or resignation with Good Reason, you will be entitled to receive continued payment in accordance with the Company’s normal payroll procedures, practices, and policies of your then-current annual base salary for a one (1) year period following the Termination Date (collectively, the “Severance Payments”). In the event of termination of your employment for any reason other than termination without Cause or resignation with Good Reason, you will not be entitled to severance payments of any kind.

(b)

Release. As a condition to the receipt of any and all of the Severance Payments, you shall execute and comply with the terms of a general release of all claims against the Company, its subsidiaries, and their respective directors, officers, employees, contractors, agents, shareholders, and representatives (collectively, “Affiliates”), in form satisfactory to the Company (the “General Release”). The General Release must be signed, and the period provided therein for revocation must have expired, not later than sixty days from the Termination Date. Notwithstanding anything to the contrary contained herein, no Severance Payments shall be paid until the General Release is signed and the revocation period has expired, and any amounts that would otherwise have been paid prior to such date shall be paid within a reasonable time after such date, without interest.

(c)

For purposes of this Executive Employment Agreement, the terms below shall have the ascribed meanings.

(i)

“Cause” Defined. “Cause” for termination by the Company or any Affiliate of your employment or service shall mean: (A) refusal or negligent or intentional failure by you to perform the essential functions of your position with the Company or any Affiliate after written warning and reasonable opportunity to cure, other than any failure resulting from your incapacity due to physical or mental disability, it being understood that a reasonable, good faith attempt to perform but failure to do so will not be deemed a failure to perform essential functions for purposes of this definition of Cause; (B) your failure to comply with any lawful directive by the Board of Directors of the Company (the “Board”) after written warning and reasonable opportunity to cure, it being understood that a reasonable, good faith attempt to comply with such directive but failure to do so will not be deemed a failure to comply for purposes of this definition of “Cause”; (C) a material violation by you of the corporate governance guidelines, code of ethics, insider trading policy, governance policy, or other policy of the Company or any Affiliate; (D) a breach by you of any fiduciary duty to the Company or any Affiliate; (E) misconduct in the course and scope of employment by you that is materially injurious to the Company or any Affiliate from a monetary or reputational standpoint; (F) any attempt by you to willfully obtain any personal profit from any transaction which is adverse to the interests of the Company or any Affiliate or in which the Company or any Affiliate has an interest (unless your interest in the transaction has been disclosed to, and the transaction has been approved by, the Board or any committee thereof) or any act of fraud or embezzlement against the Company or any Affiliate or any of their respective customers or suppliers; (G) a material breach by you of any of the covenants contained in any employment, severance or other agreement applicable to you; (H) the repeated use of alcohol, abuse of prescription drugs, or use of illegal drugs by you that interferes with your duties, or a material violation by you of the drug and/or alcohol policies of the Company or any Affiliate; (I) violation by you of any applicable law, rule or regulation, including without limitation the Sarbanes-Oxley Act of 2002 or other federal or state securities law, rule, or regulation, in each case, that is materially injurious to the Company or any Affiliate from a monetary or reputational standpoint; or (J) the conviction or plea of guilty or nolo contendere to a felony or a misdemeanor involving moral turpitude.

(ii)

“Good Reason” Defined. “Good Reason” means the occurrence of any of the following, without your written consent, resulting in the termination by you of your employment or service with the Company or any Affiliate:

(A)

material diminution in the overall scope of your duties, authorities and/or responsibilities, it being understood that (1) the fact that the Company may be a subsidiary of a different public company or becomes a private company, and any diminution of duties in respect of no longer having public company related duties, and (2) a change in reporting responsibilities to the extent the Company becomes part of a larger corporate group, will not be considered a diminution;

(B)

requirement to spend more than five days per month at the Company’s headquarters; or

(C)

diminution by ten percent (10%) or more of your annual base salary in effect, except a decrease in connection with the same percentage decrease applied to all members of the senior leadership team in response to a Company or other event or circumstance that, in the good faith determination of the Board, requires such cost-saving measures.

(iii)

“Termination Date” Defined. “Termination Date” means the date your employment with or service to the Company or any Affiliate terminates.

(a)

Non-Competition. From the Start Date until the first anniversary of the Termination Date (collectively, the “Restricted Period”), you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, directly or indirectly engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, serve as an agent, officer, director or consultant to, be associated with or in any manner connected with, lend your name or any similar name to, lend your credit or render services or advice to, any Competitive Business, provided, however, that nothing herein will be deemed to prevent you from acquiring through market purchases and owning, solely as an investment, less than one percent (1%) in the aggregate of the equity securities of any Competitive Business whose shares are registered under Section 12(b) or Section 12(g) of the Exchange Act and are listed or admitted for trading on any United States national securities exchange or are quoted on any system of automated dissemination of quotations of securities prices in common use, so long as you are not directly or indirectly a member of any “control group” (within the meaning of the rules and regulations of the Securities and Exchange Commission) of any such issuer; and provided further, however, that nothing herein will be deemed to prevent you from acquiring through market purchases and owning, solely as an investment, any shares, units or other interest in a mutual fund, exchange-traded fund, unit investment trust, or similar investment vehicle whose holdings include investments in any Competitive Business. For purposes of this Executive Employment Agreement, the term “Competitive Business” means any business enterprise that, directly or indirectly, offers products or services that compete with or are intended to compete with any product or service offered, sold, or otherwise supported or provided by the Company or any of its Affiliates (or that you are aware is intended to be offered, sold, or otherwise supported or provided by the Company or any of its Affiliates within the Restricted Period).

(b)

Non-Solicitation and Non-Interference. During the Restricted Period, you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion, whether on your own behalf or on behalf of or in conjunction with any other person or entity of any nature:

(i)

solicit, canvass, approach, encourage, entice or induce any customer or supplier of any member of the Company Group to cease or lessen such customer’s or supplier’s business with any member of the Company Group; or

(ii)

solicit, canvass, approach, encourage, entice or induce any employee or contractor of any member of the Company Group to terminate his, her or its employment or engagement with any member of the Company Group; provided, however, that this prohibition shall not apply to general solicitations, in any medium, not specifically targeted at the employees or contractors of any member of the Company Group (however, you shall not (and shall cause any person or entity with which you are affiliated not to) hire any employee or contractor of any member of the Company Group who responds to such a general solicitation).

(c)

Non-Disclosure. During the Restricted Period (and in the case of trade secrets, through the end of the applicable statute of limitations), you will not, directly or indirectly, without the prior written consent of the Company, which may be withheld in the Company’s sole and absolute discretion:

(i)

divulge, communicate, use to the detriment of any member of the Company Group, or for the benefit of any other person(s), or misuse in any way, any confidential information, documents, materials or trade secrets of or pertaining to any member of the Company Group, except as required or compelled by law; or

(ii)

divulge, communicate, use to the detriment of any member of the Company Group, or for the benefit of any other person(s), or misuse in any way, any information, documentation, files, or other materials (written or verbal) arising out of or related to any Company Group employee, contractor, customer, shipper, vendor or supplier, except as required or compelled by law, regardless of whether such information, documents or materials are treated as confidential by any member of the Company Group.

(d)

Forfeiture. If you breach any of the restrictive covenants set forth in this Executive Employment Agreement, any Severance Payments remaining unpaid will be immediately forfeited.

(e)

Enforcement. Because of the difficulty of measuring economic losses to the Company Group as a result of a breach or threatened breach of the covenants set forth herein, and because of the immediate and irreparable damage that would be caused to the members of the Company Group for which they would have no other adequate remedy, the Company and each other member of the Company Group shall be entitled to enforce the foregoing covenants, in the event of a breach or threatened breach, by injunctions and restraining orders from any court of competent jurisdiction, without the necessity of showing any actual damages or that money damages would not afford an adequate remedy, and without the necessity of posting any bond or other security. The aforementioned equitable relief shall not be the Company’s or any other member of the Company Group’s exclusive remedy for a breach but instead shall be in addition to all other rights and remedies available to the Company and each other member of the Company Group at law and equity. The covenants herein, and each provision and portion thereof, are severable and separate, and the unenforceability of any specific covenant (or portion thereof) shall not affect the provisions of any other covenant (or portion thereof). Moreover, in the event any arbitrator or court of competent jurisdiction shall determine that the scope, time or territorial restrictions set forth are unreasonable, then it is the intention of the parties that such restrictions be enforced to the fullest extent which such arbitrator or court deems reasonable, and this Executive Employment Agreement shall thereby be reformed.

Sincerely,

/s/ Trent Green

Trent Green

Chief Executive Officer