officer for any additional excise tax liability arising by reason of the receipt of such severance or bonus payment. The agreement terminates upon the voluntary resignation or termination of employment by the officer.

          The Company and certain of the executive officers named above have also entered into Executive Severance Agreements. Under these agreements, and in consideration for, among other things, the agreement by the executive to be bound by a restrictive covenant, in the event of the termination of the employment of the executive other than for cause (including a material adverse change in the officer’s responsibilities or the failure to re-nominate to the Board of Directors any executive also serving on the Board), the executive is entitled to a severance payment, based on the executive’s years of service, up to a maximum of twice the executive’s salary and the bonus, if any, that the executive would have received for such fiscal year (based upon the executive’s targeted bonus amount and the Company’s actual results for such fiscal year), payable in monthly installments over a period not to exceed two years (based on the executive’s years of service) In addition, in the event of termination without cause, the executive is entitled to a continuation of benefits and to the accelerated vesting of all options then held by the executive. The severance payment and benefits are reduced by any compensation or benefits received by the executive from any subsequent employer.

          The following sets forth the estimated amounts payable under the foregoing agreements assuming that all relevant triggering events thereunder were effective as of December 31, 2007.

				Without Cause or				Voluntary or
Name and				Qualifying				For
Principle Position		Potential Executive Benefits and Payments		Termination				Cause Termination
Mark C. Layton		Base Salary (1)		$	1,102,630			$	—
Chairman, President, Chief		Bonus Payable (2)			78,000				—
Executive Officer		Medical & Life Insurance Benefits (3)			61,008				—
		Automobile Benefits (4)			54,557				—
		Club Dues (5)			73,861				—
		Base Salary accrued but not paid (6)			24,167				24,167
		Bonus accrued but not paid (7)			19,000				19,000
		Income Tax Preparation (8)			11,100				—
		Total Severance		$	1,424,323			$	43,167
Steven S. Graham		Base Salary (1)		$	532,630			$	—
Executive Vice President —		Bonus Payable (2)			74,000				—
Chief Technology		Medical & Life Insurance Benefits (3)			50,793				—
Officer		Automobile Benefits (4)			25,265				—
		Base Salary accrued but not paid (6)			11,674				11,674
		Bonus accrued but not paid (7)			19,000				19,000
		Income Tax Preparation (8)			2,400				—
		Total Severance		$	715,762			$	30,674
Michael C. Willoughby		Base Salary (1)		$	658,630			$	—
Executive Vice President —		Bonus Payable (2)			78,000				—
Chief Information		Medical & Life Insurance Benefits (3)			44,688				—
Officer		Automobile Benefits (4)			30,408				—
		Base Salary accrued but not paid (6)			14,436				14,436
		Bonus accrued but not paid (7)			19,000				19,000
		Total Severance		$	845,162			$	33,436
Thomas J. Madden		Base Salary (1)		$	614,630			$	—
Executive Vice President —		Bonus Payable (2)			78,000				—
Chief Financial Officer		Medical & Life Insurance Benefits (3)			44,798				—
		Automobile Benefits (4)			26,984				—
		Club Dues (5)			15,328				—
		Base Salary accrued but not paid (6)			13,471				13,471
		Bonus accrued but not paid (7)			19,000				19,000
		Total Severance		$	812,211			$	32,471