Section # Services to the Company. Indemnitee agrees, or has agreed, to serve as a Manager or officer of the Company. This Agreement shall not impose any independent obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company. This Agreement shall not be deemed an employment contract between the Company (or any other entity) and Indemnitee. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as a Manager or officer of the Company.

This Agreement is a supplement to and in furtherance of the By-laws and Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and G. Indemnitee does not regard the protection available under the Company’s By-laws and Certificate of Incorporation and insurance as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf of the Company on the condition that he be so indemnified; and

Should Melamed during the Employment Period be unable to serve as RoxSan’s employee, then she shall be a consultant to RoxSan receiving the same compensation, expense reimbursement and benefits and being eligible for the same bonus as provided for in Section 4 herein, with all other terms and conditions of this Agreement applying to her work as consultant. In such case, she shall serve as consultant to RoxSan through the end of the Employment Period and any renewal thereof or until she can again serve as an employee, whichever event shall come first. If the latter, then she shall serve as an employee at such time upon the terms and conditions stated herein through the end of the Employment Period and any renewal thereof.

No Right to Board Seat. Nothing in this Agreement shall confer upon the Director any right to continue to serve as a director of the Company.

Indemnitee is willing to serve and continue to serve the Company on the condition that he/she be indemnified to the fullest extent permitted by law.

The Board may from time to time request you to participate in one or more Board committees, or to serve in other capacities, subject to your agreement.

Vesting and Forfeiture of Stock Units. Subject to earlier vesting only in the situations and under the terms which are explicitly provided for in the following paragraphs, on the Vesting Date the Participant shall become vested in the Stock Units and Stock Unit Account subject to this Agreement, so long as the Participant both # continues to serve on the Board until the Vesting Date and # continues to serve as the Interim Chief Executive Officer of the Company during the portion of the Vesting Period for which the Board wants the Participant to serve in that capacity.

This Letter of Employment is intended to summarize the terms under which you would agree to serve in the corporate position of Senior Vice President/Operations working out of our Grosse Pointe office. This letter is not intended to serve as an employment contract, nor is it intended to create any contractual obligation by either party. The terms of this agreement are as follows:

Headings. The headings of the Sections hereof are provided for convenience only and are not to serve as a basis for interpretation or construction, and shall not constitute a part, of this Agreement.

Duties and Responsibilities. During the term of this Agreement, the Employee shall serve as VP of Business Development of the Company, The Employee shall report to the CEO and Board of the Corporation.