Effective as the Effective Date, you shall serve as Chief Financial Officer, Treasurer, Principal Accounting Officer and Principal Financial Officer of the Company, and you shall be based in Laguna Niguel, California unless otherwise approved by the Chief Executive Officer of the Company.  You shall perform such duties as are customarily performed by individuals acting in these capacities and such other related duties as may be assigned to you from time to time by the Chief Executive Officer or the Board of Directors of the Company.