You will serve in the position of SVP, Chief Financial Officer and be considered a Tier 1 Officer.  You will report to the Company’s Chief Executive Officer Richard Barasch, and assume and discharge such responsibilities as are commensurate with such position as your manager may direct.  During your employment with the Company, you shall devote your full-time attention to your duties and responsibilities and shall perform them faithfully, diligently, and completely.  In addition, you shall comply with and be bound by the operating policies, procedures, and practices of the Company including, without limitation, the Company’s Code of Conduct and Business Ethics, that are in effect during your employment.