The Company shall employ the Executive, and the Executive accepts employment, as Controller and Director of Finance of the Company, upon the terms and conditions described herein.  The Executive's employment hereunder will commence on the Effective Date and will continue for the Employment Term (as defined in Section 2.1 hereof) unless terminated sooner as herein provided.  During the Employment Term, the Executive shall devote all of his business time, attention and skills to the business and affairs of the Company, and will not undertake any commitments that would interfere with or impair his performance of his duties and responsibilities.