EXECUTIVE COMPENSATION

(1)

Except for Mr. Rosenfeld, all options are exercisable through September 15, 2011 at $1.00 per share. The options vest in equal increments each December 31st and June 30th, subject to continued employment. Does not include 50,000 five-year options granted to Mr. Ingarra on June 25, 2007, exercisable at $0.667 per share. These options vest at the same times as described in the prior sentence beginning December 31, 2007, subject to continued employment on each applicable vesting date. Mr. Rosenfeld’s options are exercisable at $0.66 per share over a five-year period and vest if his agreement is renewed on November 28, 2007.

(2)

Mr. Rosenfeld joined us on a part-time basis effective August 28, 2007 for a three-month period.  A portion of his compensation is payable to his consulting firm.  We expect to enter into a long-term agreement with him in the future.

Each of Messrs. Michael Cordani, Joseph Ingarra and Peter Cordani receive a monthly automobile allowance of $875 per month. Messrs. Michael Cordani, Joseph Ingarra and Peter Cordani will receive three years’ severance and all unvested options will accelerate if terminated without cause or if they resign for “good reason” which includes a change in duties or a person or group acquires 30% of our common stock.

2007 Equity Incentive Plan

In January 2007, we established the 2007 Equity Incentive Plan under which we may issue up to 1,500,000 stock options, stock appreciation rights, restricted stock or restricted stock units to our directors, employees and consultants.

Under the Equity Incentive Plan, all of our directors who are not employees or own 10% or more of the Company’s outstanding stock at the time of grant shall automatically receive a grant of stock options of grant as follows:

Initial Grants

A – Chairman of the Board

- 50,000 options

B – Director

- 30,000 options

C – Chair of a Committee

- 10,000 options

D – Member of a Committee

- 5,000 options

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Annual Grants

A – Chairman of the Board

- 35,000 options

B – Director

- 20,000 options

C – Chair of a Committee

 -10,000 options

D – Member of a Committee

- 5,000 options

All of the options which are automatically granted to our non-employee directors vest over a three year period on each June 30 ^th and December 31 ^st , subject to continuing as a director, Committee member, Chairman of the Board or Chairman of a Committee on the applicable vesting date. Because Mr. Michael Cordani, our Chairman of the Board, is an employee, he is not eligible for a grant. Mr. Phil D. O’Connell, Jr., previously received automatic grants but is now ineligible since he currently beneficially owns more than 10% of our outstanding shares.

The exercise price of options or stock appreciation rights granted under the 2007 Equity Incentive Plan shall not be less than the fair market value of the underlying common stock at the time of grant. The initial options we granted to date have been granted at $1.00 per share, which is the price at which we raised money in our first private placement. In the case of incentive stock options, the exercise price may not be less than 110% of the fair market value in the case of 10% shareholders. Options and stock appreciation rights granted under the Equity Incentive Plan shall expire no later than five years after the date of grant. The option price may be paid in United States dollars by check or wire transfer or, at the discretion of the Board of Directors or Compensation Committee, by delivery of shares of our common stock having fair market value equal as of the date of exercise to the cash exercise price, or a combination thereof.

The identification of individuals entitled to receive awards, the terms of the awards, and the number of shares subject to individual awards, are determined by our Board of Directors or the Compensation Committee, in their sole discretion. The total number of shares with respect to which options or stock awards may be granted under the Equity Incentive Plan the purchase price per share, if applicable, shall be adjusted for any increase or decrease in the number of issued shares resulting from a recapitalization, reorganization, merger, consolidation, exchange of shares, stock dividend, stock split, reverse stock split, or other subdivision or consolidation of shares.

Our Board of Directors or the Compensation Committee may from time to time alter, amend, suspend, or discontinue the Equity Incentive Plan with respect to any shares as to which awards of stock rights have not been granted. However no rights granted with respect to any awards under this Equity Incentive Plan before the amendment or alteration shall not be impaired by any such amendment, except with the written consent of the grantee.

Under the terms of the Equity Incentive Plan, our Board of Directors or the Compensation Committee may also grant awards which will be subject to vesting under certain conditions. The vesting may be time-based or based upon meeting performance standards, or both. Recipients of restricted stock awards will realize ordinary income at the time of vesting equal to the fair market value of the shares. We will realize a corresponding compensation deduction. Upon the exercise of stock options or stock appreciation rights, the holder will have a basis in the shares acquired equal to any amount paid on exercise plus the amount of any ordinary income recognized by the holder. Upon sale of the shares, the holder will have a capital gain or loss equal to the sale proceeds minus his or her basis in the shares.

In their September 15, 2006 Employment Agreements, our Chief Executive Officer and President each were entitled to receive options to purchase 175,000 shares of our common stock at $1.00 per share, vesting each June 30 ^th and December 31 ^st , subject to remaining employed by us on the applicable vesting date. One-sixth or 87,501 are currently vested. Because the Board of Directors had not acted previously, they received their grants under the Equity Incentive Plan in March 2007.

In June 2007, our Board of Directors awarded Mr. Joseph Ingarra 50,000 five-year options exercisable at $0.667 per share. The options will vest over a three-year period each June 30 ^th beginning December 31, 2007, subject to remaining employed by us on the applicable vesting date.

All of our Stock Option Agreements provide for “clawback” provisions, which enable our Board of Directors to cancel stock awards and recover past profits if the person is dismissed for cause or commits certain acts which harm us.

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The following chart reflects the number of stock rights we awarded in 2007 to our executive officers and directors.