Position and Duties definition

Position and Duties means (i) a position (including, without limitation, offices, titles, and reporting requirements), authority, duties, and responsibilities that are at least commensurate in all material respects with the most significant of, and the highest grade or level of, those that were held or exercised by the Participant or assigned to the Participant at any time during the 120-day period immediately preceding the Change in Control Event, and (ii) services that are performed at the location where the Participant was employed immediately preceding the Effective Date or any other location less than 35 miles from Peabody, Massachusetts.

Position and Duties. The Employee shall serve in the following manner: 2.1 The Employee shall have the responsibility for the activities as Vice President Technology of the Company, or in such other position or positions as the parties mutually may agree, and shall have such other powers and duties as may from time to time be prescribed by the Company's President and Chief Executive Officer (the "CEO") or his delegee. 2.2 During the term of this Agreement, Employee shall devote his full time, skill and attention and his best efforts to the businesses and affairs of the Company to the extent necessary to discharge faithfully and efficiently his duties and responsibilities described herein, except for usual, ordinary and customary periods of vacation (as provided below) and absence due to illness or other disability or such periods of leave as are approved in writing by the Company's CEO or other officer.

Position and Duties. The Executive shall serve as Vice Chairman of the Board of Directors and Chairman of the Executive Committee of FBC and FBI. In such positions, the Executive shall assist and advise the chief Executive Officer and the Board of Directors with respect to acquisitions, divestitures, new concept developments, real estate policies and short-term and long-term strategies and shall be accountable to, and shall have such other powers, duties and responsibilities, consistent with his positions, as may from time to time be prescribed by the Board of Directors of the Company. The Executive shall perform and discharge, faithfully, diligently and to the best of his ability, such duties and responsibilities. The Executive shall not be a full-time employee of the Company, but shall during each year of the Employment Period devote up to the following percentage of his working time and efforts to the business and affairs of the Company: Annual Period Percentage ------------- ---------- September 1, 1997 through August 31, 1998 ("Year") 75% September 1, 1998 through August 31, 1999 ("Year") 50% September 1, 1999 through August 31, 2000 ("Year") 50% Notwithstanding the foregoing, nothing herein contained shall be deemed to prevent or limit the right of the Executive (a) to make, without prior approval of the Board of Directors of the Company, any investments in any company or business, PROVIDED, HOWEVER, that no investment may be made, without prior approval of the Board of Directors, in any competitor of the Company unless such investment (i) is a passive investment and does not exceed 3% of the outstanding capital stock of such competitor corporation (or interests of another competitor entity), or (ii) such stock (or interests) does not exceed $1,000,000, whichever is less, and in connection with which investments in such competitor the Executive is not obligated or required to, and shall not in fact, devote any managerial efforts or (b) to serve as a director (or in a similar capacity) of any business entity or participate in charitable or community activities or in trade or professional organizations, except that the Board of Directors of the Company shall have the right to prohibit the Executive from serving as a director of any competitor business entity and shall have the right to limit such participation whenever the Board shall reasonably believe that the time spent on such activities infringes upon the time required by the Executive for the performance of his dutie...

Position and Duties. During the Employment Tenn, the Executive shall serve as Chief Financial Officer for the Company, together with all of its respective subsidiaries and affiliates, reporting directly to the board of directors of the Company (the “Board”), and shall have such duties, authority and responsibility as shall be assigned and determined from time to time by the Board including duties and responsibility for the Company and its current and any future parent, subsidiaries and affiliates, without additional compensation or benefits other than as set forth in this Agreement.

Position and Duties. The Executive shall serve as the Chief Business Officer and Chief Financial Officer of the Company and shall have such powers and duties as may from time to time be prescribed by the Chief Executive Officer (the “CEO”) or other duly authorized executive. The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board of Directors of the Company (the “Board”), or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board and do not interfere with the Executive’s performance of the Executive’s duties to the Company. To the extent applicable, the Executive shall be deemed to have resigned from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable form as may be requested to confirm or effectuate any such resignations.”

Position and Duties. Vice President - Sales and Marketing. In addition to the foregoing, Employee shall perform such other or different duties as may be assigned to him from time to time by Employer. Employee shall devote his full time to the business of Employer during the term of this Agreement. The services of Employee shall be performed at Philadelphia, Pennsylvania. TERM: Employment at Will. Terminable at any time by either party without prior notice. COMPENSATION: $140,000 per year, payable in accordance with normal Company practices. Employer shall reimburse Employee for all reasonable travel, entertainment and other expenses incurred or paid by Employee in connection with, or related to, the performance of Employee's duties, responsibilities or services, upon presentation by the Employee of documentation, expense statements, vouchers and/or such other supporting information as Employer may request. The form and amount of compensation is adjustable by mutual agreement between Employee and the Company into incentive based compensation after the Company receives regulatory approval from the United State Food and Drug Administration for the introduction of the Company's psoriasis product. BENEFITS: Participation in Employer's employee fringe benefit, health insurance, life insurance, key man insurance and other programs in effect from time to time for employees of Employer and its affiliates at comparable levels of responsibility. Participation will be in accordance with any applicable policies adopted by Employer. Employee shall be entitled to vacations, absences for illness, and to similar benefits of employment, and shall be subject to such policies and procedures as may be adopted by Employer. In connection therewith, this Memorandum incorporates the terms and conditions of Employer's Employee Manual. AUTOMOBILE ALLOWANCE: $500.00 per month EMPLOYEE STOCK OPTIONS: 150,000 options, issued pursuant to a stock option agreement, a copy of which is attached hereto as Exhibit "A."

Position and Duties. You will report to LSG's Chief Executive Officer and will have such duties and responsibilities as are customarily exercised by a person holding the position of Co-Chief Technology Officer. During your employment with LSG and except as otherwise agreed by LSG's Board of Directors (the "Board"), you will devote your full employable time, attention and best efforts to the business affairs of LSG (except during vacations or illness) and will not actively engage in outside business activities, whether or not such activity is pursued for gain, profit or other pecuniary advantage unless such activity (and the amount thereof) is approved by the Board. Notwithstanding the foregoing, you will be entitled to devote a reasonable amount of time to civic and community affairs and the management of your personal investments.

Position and Duties. You will report to LSG's Chief Executive Officer and will have such duties and responsibilities as are customarily exercised by a person holding the position of President and Chief Operating Officer.

Position and Duties. You will report to LSG's Board of Directors (the "Board") and will have such duties and responsibilities as are customarily exercised by a person holding the position of Chief Executive Officer. You will serve (without additional compensation) as Chairman of the Board. During your employment with LSG and except as otherwise agreed by the Board, you will devote your full employable time, attention and best efforts to the business affairs of LSG (except during vacations or illness) and will not actively engage in outside business activities, whether or not such activity is pursued for gain, profit or other pecuniary advantage unless such activity (and the amount thereof) is approved by the Board. Notwithstanding the foregoing, you will be entitled to perform services as an Operating Advisor to Pegasus Partners IV L.P. and you will be entitled to devote a reasonable amount of time to civic and community affairs and the management of your personal investments.

Position and Duties. You will report to LSG's Chief Executive Officer and will have such duties and responsibilities as are customarily exercised by a person holding the position of Vice Chairman. EMPLOYMENT TERM: Subject to earlier termination in accordance with the terms of this Agreement, your employment with LSG under this Agreement (the "Term") will commence on the date (the "Effective Date") of the consummation of the transactions contemplated by the Exchange and Contribution Agreement by and among LED Holdings, LLC and LSG dated as of the date hereof (the "Exchange and Contribution Agreement") and will end on the fifth anniversary of the Effective Date. BASE SALARY: During the Term, your base salary (the "Base Salary") will be $400,000 per year, payable in regular installments in accordance with LSG's usual payroll practices. BONUS: During the Term, you will be eligible to participate in all executive bonus plan(s) in which senior executives of LSG participate as the Board, in its sole discretion, may from time to time establish, at a level commensurate to your position with LSG.