MACROCHEM CORP
10.5 PATRIACCA EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>patriaccaemployagrmnt.txt
<DESCRIPTION>10.5 PATRIACCA EMPLOYMENT AGREEMENT
<TEXT>
                                                                    Exhibit 10.5
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                          EXECUTIVE EMPLOYEE AGREEMENT
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To:      Bernard R. Patriacca                           Date:  February 13, 2006
         78 Acorn Street
         Millis, MA  02054

     The undersigned, MacroChem Corporation, a Delaware corporation (the
"Company"), hereby agrees with you as follows:

     1. POSITION AND RESPONSIBILITIES.

        1.1 You shall continue to serve as Vice President and Chief Financial
Officer of the Company (or in such other executive capacity as shall be
designated by the Company) and shall perform the duties customarily associated
with such capacity from time to time and at such place or places as the Company
shall designate are appropriate and necessary in connection with such
employment.

        1.2 You will, to the best of your ability, devote your full time and
best efforts to the performance of your duties hereunder and the business and
affairs of the Company. You agree to perform such executive duties as may be
assigned to you by the Company from time to time.

        1.3 You will duly, punctually and faithfully perform and observe any and
all reasonable rules and regulations which the Company may now or shall
hereafter establish governing the conduct of its business.

     2. TERM OF EMPLOYMENT.

        2.1 Subject to the provisions hereof, specifically including, without
limitation, Section 2.2, the term of your employment shall be indefinite.

        2.2 The Company shall have the right to terminate your employment at any
time under this Agreement in any of the following ways:

           (a) on thirty (30) days prior written notice to you upon your
disability (disability shall be defined as your inability to perform duties
under this Agreement for an aggregate of sixty (60) days, which need not be
consecutive, out of any one hundred twenty (120) day period due to mental or
physical disability or incapacity); you shall be provided benefits under the
Company's workers compensation and disability insurance policies, to the extent
and upon the terms and conditions of such plans that are in effect at the time;

           (b) immediately without prior notice to you by the Company for
"Cause", as hereinafter defined, provided however, that prior to any such
termination for Cause, you have had a reasonable opportunity to be heard
thereon; or

                                      -1-
<PAGE>

           (c) at any time without Cause, provided the Company shall be
obligated to pay to you severance benefits after such termination in accordance
with the Severance Agreement between you and the Company dated as of February
13, 2006 (the "Severance Agreement") and any subsequent amendments.

        2.3 You shall have the right to terminate your employment hereunder for
any reason, upon not less than four (4) weeks' prior written notice to the
Company. The Company reserves the right to waive the notice period, or any
portion thereof.

        2.4 "Cause" for the purpose of Section 2 of this Agreement shall
include: (a) willful malfeasance or gross negligence in the performance of your
duties, resulting in harm to the Company, (b) fraud or dishonesty by you with
respect to the Company, or (c) your conviction for a criminal offense carrying a
potential sentence of more than twelve months in jail.

        2.5 If your employment is terminated because of your death, all
obligations of the Company hereunder shall cease, except with respect to amounts
and obligations accrued to you, including accrued vacation pay, insurance,
vested stock options, and out-of-pocket expenses, through the last day of the
month during which your death has occurred.

     3. COMPENSATION. You shall receive the compensation and benefits set forth
on Exhibit A hereto ("Compensation and Benefits") for all services to be
rendered by you hereunder and for your transfer of property rights if any,
pursuant to an agreement relating to proprietary information and inventions of
even date herewith attached hereto as Exhibit B between you and the Company (the
"Confidential Information, Inventions and Noncompetition Agreement").

     4. CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION. You agree to
execute, deliver and be bound by the provisions of the Confidential Information,
Inventions and Noncompetition Agreement attached hereto as Exhibit B.

     5. REMEDIES. Your obligations under the Confidential Information,
Inventions and Noncompetition Agreement and the provisions of Sections 5 and 6
of this Agreement (as modified by Section 7, if applicable) shall survive the
expiration or termination of your employment with the Company in accordance with
the terms thereof. You acknowledge that a remedy at law for any breach or
threatened breach by you of the provisions of the Confidential Information,
Inventions and Noncompetition Agreement would be inadequate and you therefore
agree that the Company shall be entitled to injunctive relief in case of any
such breach or threatened breach.

                                      -2-
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     6. ASSIGNMENT. This Agreement and the rights and obligations of the parties
hereto shall bind and inure to the benefit of any successor or successors of the
Company by reorganization, merger or consolidation and any assignee of all or
substantially all of its business and properties, but, except as to any such
successor or assignee of the Company, neither this Agreement nor any rights or
benefits hereunder may be assigned by the Company or by you, except by operation
of law or by a further written agreement by the parties hereto.

     7. INTERPRETATION. IT IS THE INTENT OF THE PARTIES THAT in case any one or
more of the provisions contained in this Agreement shall, for any reason, be
held to be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect the other provisions of this
Agreement, and this Agreement shall be construed as if such invalid, illegal or
unenforceable provision had never been contained herein. MOREOVER, IT IS THE
INTENT OF THE PARTIES THAT if any one or more of the provisions contained in
this Agreement is or becomes or is deemed invalid, illegal or unenforceable or
in case any provision shall for any reason be held to be excessively broad as to
duration, geographical scope, activity or subject, such provision shall be
construed by amending, limiting and/or reducing it to conform to applicable laws
so as to be valid and enforceable or, if it cannot be so amended without
materially altering the intention of the parties, it shall be stricken and the
remainder of this Agreement shall remain in full force and effect.

     8. NOTICES. Any notice which the Company is required to or may desire to
give you shall be given by personal delivery or registered or certified mail,
return receipt requested, addressed to you at your address of record with the
Company, or at such other place as you may from time to time designate in
writing. Any notice which you are required or may desire to give to the Company
hereunder shall be given by personal delivery or by registered or certified
mail, return receipt requested, addressed to the Company at its principal
office, or at such other office as the Company may from time to time designate
in writing. The date of personal delivery or five (5) days after the date of
mailing any notice under this Section 8 shall be deemed to be the date of
delivery thereof.

     9. WAIVERS. No waiver of any right under this Agreement shall be deemed
effective unless contained in writing signed by the party charged with such
waiver, and no waiver of any right arising from any breach or failure to perform
shall be deemed to be a waiver of any future such right or of any other right
arising under this Agreement. If either party should waive any breach of any
provision of this Agreement, he or it shall not thereby be deemed to have waived
any preceding or succeeding breach of the same or any other provision of this
Agreement.

     10. COUNSEL. You acknowledge that you have had the opportunity to read this
Agreement in its entirety and to obtain the advice of counsel regarding its
terms and conditions.

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     11. COMPLETE AGREEMENT; AMENDMENTS. The foregoing, including Exhibits A and
B attached hereto, together with the Severance Agreement, represents the entire
agreement of the parties with respect to the subject matter hereof, superseding
any other previous oral or written communications, representations,
understandings, or agreements with the Company or any officer or representative
thereof. Notwithstanding anything herein to the contrary, this Agreement shall
have no affect on the terms of the Severance Agreement which shall remain in
full force and effect. Any amendment to this Agreement or waiver by the Company
of any right hereunder shall be effective only if evidenced by a written
instrument executed by the parties hereto.

     12. HEADINGS. The headings of the Sections contained in this Agreement are
inserted for convenience and reference only and in no way define, limit, extend
or describe the scope of this Agreement or the intent of any provisions hereof,
and shall not be deemed to constitute a part hereof or to affect the meaning of
this Agreement in any way.

     13. COUNTERPARTS. This Agreement may be signed in two counterparts, each of
which shall be deemed an original and both of which shall together constitute
one agreement.

     14. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Massachusetts, without
regard to its conflict of law principles.






                  [Remainder of page intentionally left blank]


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     If you are in agreement with the foregoing, please sign your name below and
also at the bottom of the Confidential Information, Inventions and
Noncompetition Agreement, whereupon both Agreements shall become binding in
accordance with their terms. Please then return this Agreement to the Company.
(You may retain for your records the accompanying counterpart of this Agreement
enclosed herewith).

                                               Very truly yours,

                                               MACROCHEM CORPORATION,
                                               a Delaware corporation

                                               By:  /S/ ROBERT J. DELUCCIA
                                                  ------------------------------
                                                    Robert J. DeLuccia
                                                    President & C.E.O.


Read, Accepted and Agreed:

/S/ BERNARD R. PATRIACCA
-------------------------------
Bernard R. Patriacca


                                      -5-
<PAGE>

                                                                       EXHIBIT A

                            COMPENSATION AND BENEFITS
                             OF BERNARD R. PATRIACCA


COMPENSATION. Your current Base Salary shall be $200,000 per year, less
applicable deductions, payable in accordance with the Company's payroll
policies. Your Base Salary shall be reviewed and adjusted from time to time by
the Company. You will be eligible to participate in the executive compensation
plan maintained by the Company from time to time subject to plan terms and
generally applicable Company policies.

VACATION. You will be entitled to all state statutory holidays, and four (4)
weeks paid vacation for the first year of employment which will accrue at a rate
of 13.33 hours per month. Thereafter, any additional vacation time, over and
above the vacation time already referred to herein shall be determined by the
Company.

INSURANCE AND BENEFITS. During your employment, you will be eligible to
participate in the benefits plans made available by the Company from time to
time, subject to plan terms and generally applicable Company policies.
Currently, Company benefits include medical insurance, dental insurance, life
insurance, and short and long-term disability insurance. The Company currently
pays 75% of the premiums for medical and dental insurance and 100% of the
premiums for life, short and long-term disability insurance. You will also be
able to participate in the Company's 401(k) and deferred compensation plans.

SICK DAYS AND EXCUSED ABSENCE DAYS. You will be entitled to compensation for
sick days and excused absence days in accordance with Company policy.

STOCK OPTIONS. You have been granted stock options to purchase shares of the
Common Stock of the Company, $.01 par value per share. Future stock options may
be granted by the Company based in part on your performance.


                                      -A1-
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                                                                       EXHIBIT B

        CONFIDENTIAL INFORMATION, INVENTIONS AND NONCOMPETITION AGREEMENT

To:      MacroChem Corporation                          Date:  February 13, 2006
         110 Hartwell Avenue
         Lexington, Massachusetts 02421-3134


     I, the undersigned, acknowledge the importance to MacroChem Corporation
(the "Company") of protecting its confidential information and other legitimate
interests, including without limitation the valuable confidential information
and goodwill that it has developed or acquired. I also acknowledge the Company's
practice of obtaining agreements such as this from its employees. Therefore, in
consideration of my initial or ongoing employment with the Company and in
consideration of my being granted access to trade secrets and other confidential
information of the Company and for other good and valuable consideration, the
receipt and sufficiency of which I hereby acknowledge:

1.      I agree that all Confidential Information, as defined below, which I
        create or to which I have access as a result of my employment and other
        associations with the Company is and shall remain the sole and exclusive
        property of the Company. I agree that, except as required for the proper
        performance of my regular duties for the Company I will never, directly
        or indirectly, use or disclose any Confidential Information. I
        understand and agree that this restriction shall continue to apply after
        the termination of my employment or this Agreement, howsoever caused.
        Further, I agree to provide prompt notice to the Company of any required
        disclosure of Confidential Information sought pursuant to subpoena,
        court order or any other legal requirement and to provide the Company a
        reasonable opportunity to seek protection of the Confidential
        Information prior to any such disclosure.

2.      I agree that all documents, records and files, in any media of whatever
        kind and description, relating to the business, present or otherwise, of
        the Company and any copies (including without limitation electronic), in
        whole or in part, thereof (the "Documents" and each individually, a
        "Document"), whether or not prepared by me, shall be the sole and
        exclusive property of the Company. Except as required for the proper
        performance of my regular duties for the Company or as expressly
        authorized in writing in advance by the Board or its designee, I will
        not copy any Documents or remove any Documents, or copies, from the
        premises of the Company. I will safeguard, and return to the Company
        immediately upon termination of my employment, and at such other times
        as may be specified by the Company, all Documents and all other property
        of the Company, and all documents, records and files of their customers,
        subcontractors and suppliers ("Third-Party Documents" and each
        individually a "Third-Party Document") and all other property of such
        customers, subcontractors and suppliers, then in my possession or
        control; provided, however, that, if a Document or Third-Party Document


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        is on electronic media, I may, in lieu of surrender of the Document or
        Third-Party Document, provide a copy on electronic media (e.g., a
        properly formatted diskette) to the Company and delete and overwrite all
        other electronic media copies thereof. I also agree that, upon request
        of any duly authorized officer of the Company, I will disclose all
        passwords necessary or desirable to enable the Company to obtain access
        to the Documents and Third-Party Documents.

3.      I shall maintain accurate and complete contemporaneous records of, and
        shall immediately and fully disclose and deliver to the Company, all
        Intellectual Property, as defined below. I have attached hereto as
        SCHEDULE A, a list describing all inventions, original works of
        authorship, developments, improvements, and trade secrets which were
        made by me prior to my employment with the Company, which belong to me
        and which are not assigned to the Company hereunder (collectively
        referred to as "Prior Inventions") and, if no such list is attached, I
        represent and warrant that there are no such Prior Inventions. If, in
        the course of my employment with the Company, I incorporate into any of
        the Intellectual Property any Prior Inventions or any other invention,
        improvement, development, concept, discovery or other proprietary
        information owned by me or in which I have an interest (collectively,
        including Prior Inventions, "Employee Inventions"), I hereby grant the
        Company an irrevocable, worldwide, fully paid-up, royalty-free,
        non-exclusive license, with the right to sublicense through multiple
        tiers, to make, use, sell, improve, reproduce, distribute, perform,
        display, transmit, manipulate in any manner, create derivative works
        based upon, and otherwise exploit or utilize in any manner the
        Intellectual Property. All copyrightable works that I create, including
        without limitation computer programs and documentation, shall be
        considered "work made for hire" and shall, upon creation, be owned
        exclusively by the Company.

4.      I hereby assign and agree in the future to assign to the Company (or as
        otherwise directed by the Company) my full right, title and interest in
        and to all Intellectual Property. I agree to provide, at the Company's
        request, all further cooperation which the Company determines is
        necessary or desirable to accomplish the complete transfer of the
        Intellectual Property and all associated rights to the Company, its
        successors, assigns and nominees, and to ensure the Company the full
        enjoyment of the Intellectual Property including without limitation
        executing further applications both domestic and foreign,
        specifications, oaths, assignments, consents, releases, government
        communications and other commercially reasonable documentation,
        responding to corporate diligence inquiries, and providing good faith
        testimony by affidavit, declaration, deposition, in-person or other
        proper means, in support of any effort by the Company to establish,
        perfect, defend, or otherwise enjoy, in this or any foreign country, its
        rights acquired pursuant to this Agreement through prosecution of
        governmental filings, regulatory proceedings, litigation or other means.

5.      To the extent I cannot transfer and assign my entire right, title, and
        interest to the Intellectual Property, or any portion thereof, then I
        will assign and transfer all right, title, and interest in and to the
        Intellectual Property to the Company at the first opportunity to do so.
        To the extent that I cannot assign and transfer any of my full right,
        title, and interest in the Intellectual Property then I hereby grant the
        Company an irrevocable, worldwide, fully paid-up, royalty-free,
        exclusive license, with the right to sublicense through multiple tiers,


                                      -B2-
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        to make, use, sell, improve, reproduce, distribute, perform, display,
        transmit, manipulate in any manner, create derivative works based upon,
        and otherwise exploit or utilize in any manner the Intellectual
        Property. If the Company is unable because of my mental or physical
        incapacity or for any other reason to secure my signature for any of the
        assignments, licenses, or other reasonably requested documents
        pertaining to the Intellectual Property referenced in Paragraphs 4
        through 7 hereof within ten (10) business days of delivery of said
        documents to me, then I hereby irrevocably designate and appoint the
        Company and its duly authorized officers and agents as my agent and
        attorney in fact, to act for and in my behalf and stead to execute and
        file said documents and to do all other lawfully permitted acts to
        further the perfection, defense, and enjoyment of the Company's rights
        relating to the Intellectual Property with the same legal force and
        effect as if executed by me. I stipulate and agree that such appointment
        is a right coupled with an interest and will survive my incapacity or
        unavailability at any future time.

6.      I further agree that I will assign, deliver and communicate to the
        Company, its representatives or agents or their successors and assigns,
        any know-how, facts and materials arising from or relating to said
        Intellectual Property including without limitation: (i) all simulations,
        prototypes, and other embodiments of the Intellectual Property; (ii) all
        drawings, blueprints, calculations, research plans and results, lab
        notes, workbooks and other records and written materials that relate to
        the Intellectual Property or that embody or record any know-how
        pertaining to the Intellectual Property; (iii) all files, documents and
        communications pertaining to the Intellectual Property; and (iv)
        evidence for interference purposes or for other legal proceedings
        whenever requested. I will not charge the Company, successors, or
        assigns for time spent in complying with these obligations under
        Paragraphs 3 through 6 of this Agreement.

7.      I hereby represent and warrant that all of the product resulting from my
        work for the Company will be original and will not infringe the rights
        of any third party, including without limitation intellectual property
        rights, such as rights pertaining to patents, trademarks, copyrights and
        trade secrets.

8.      I agree that I will not, and will not permit anyone acting on my behalf
        to, assert against the Company, its directors, shareholders, officers,
        managers, members, general or limited partners, joint venturers,
        employees, representatives or agents (collectively, with the Company,
        the "Corporate Group") any cause of action, right or claim, of any kind
        or nature, with respect to the Intellectual Property or any Employee
        Inventions, including without limitation Employee Inventions
        incorporated into the Intellectual Property, and I agree to indemnify
        and hold harmless the Corporate Group, and each of them, from any and
        all causes of action, rights or claims, of any kind or nature, losses
        and damages and costs and expenses, including without limitation
        attorneys' fees, and any and all other liabilities incurred by any of
        the Corporate Group arising from or relating to proprietary rights in
        the Employee Inventions, or any of them, or resulting from my failure to
        meet any of my obligations under any of Paragraphs 3 through 7 of this
        Agreement or under this Paragraph 8.

                                      -B3-
<PAGE>

9.      I agree that, during my employment and during the two (2) year period
        immediately following termination of my employment, I will not, directly
        or indirectly, compete, or undertake any planning to compete, with the
        Company, anywhere in the world, whether as an owner, partner, investor,
        consultant, employee or otherwise. Specifically, but without limiting
        the foregoing, I agree not to work or provide services, in any capacity,
        whether as an employee, independent contractor or otherwise, whether
        with or without compensation, to any Person who is engaged in any
        business that is competitive with the business of the Company for which
        I have provided services, as conducted or in planning during my
        employment. I understand that the foregoing shall not prevent my passive
        ownership of two percent (2%) or less of the equity securities of any
        publicly traded company.

10.     I acknowledge and agree that any and all goodwill which I develop during
        my employment with any of the customers, prospective customers,
        subcontractors or suppliers of the Company shall be the sole, exclusive
        and permanent property of the Company and shall continue to be such
        after termination of my employment, howsoever caused.

11.     I agree that, during my employment and during the two (2) year period
        immediately following termination of my employment, I will not directly
        or indirectly (a) solicit or encourage any customer of the Company to
        terminate or diminish its relationship with it; or (b) seek to persuade
        any such customer or prospective customer of the Company to conduct with
        anyone else any business or activity which such customer or prospective
        customer conducts or could conduct with the Company; provided that these
        restrictions shall apply (y) only with respect to those Persons who are
        or have been a customer of the Company at any time within the
        immediately preceding two year period or whose business has been
        solicited on behalf of the Company by any of their officers, employees
        or agents within said two year period, other than by form letter,
        blanket mailing or published advertisement, and (z) only if I have
        performed work for such Person during my employment with the Company or
        been introduced to, or otherwise had contact with, such Person as a
        result of my employment or other associations with the Company or have
        had access to Confidential Information which would assist in my
        solicitation of such Person.

12.     I agree that during my employment and for the two (2) year period
        immediately following termination of my employment, I will not, and will
        not assist anyone else to, (a) hire or solicit for hiring any employee
        of the Company or seek to persuade any employee of the Company to
        discontinue employment or (b) solicit or encourage any independent
        contractor providing services to the Company to terminate or diminish
        its relationship with it. For the purposes of this Agreement, an
        "employee" of the Company is any person who was such at any time within
        the preceding two years.

13.     Except for any outside employments and directorships currently held by
        me as listed on Schedule B hereto, and except with the prior written
        consent of the Company, which consent will not be unreasonably withheld,
        I will not, during my employment by the Company, undertake or engage in
        any other employment, occupation or business enterprise, other than one


                                      -B4-
<PAGE>

        in which I am an inactive investor, that would interfere with my
        obligations to the Company. I hereby agree, that except as disclosed on
        Schedule B hereto, during my employment by the Company, I will not,
        directly or indirectly, engage (a) individually, (b) as an officer, (c)
        as a director, (d) as an employee, (e) as a consultant, (f) as an
        advisor, (g) as an agent (whether a salesperson or otherwise), (h) as a
        broker, or (i) as a partner, coventurer, stockholder or other proprietor
        owning directly or indirectly more than two percent (2%) interest in any
        firm, corporation, partnership, trust, association, or other
        organization that is engaged in any business that is competitive with
        the business of the Company as conducted or in planning during my
        employment (such firm, corporation, partnership, trust, association, or
        other organization being hereinafter referred to as a "Prohibited
        Enterprise"), without the consent of the Company, which consent will not
        be unreasonably withheld. Except as may be shown on Schedule B hereto, I
        hereby represent that I am not engaged in any of the foregoing
        capacities (a) through (i) in any Prohibited Enterprise.

14.     In signing this Agreement, I give the Company assurance that I have
        carefully read and considered all the terms and conditions of this
        Agreement, including the restraints imposed on me under this Agreement.
        I agree without reservation that each of the restraints contained herein
        is necessary for the reasonable and proper protection of the goodwill,
        Confidential Information and other legitimate interests of the Company;
        that each and every one of those restraints is reasonable in respect to
        subject matter, length of time and geographic area; and that these
        restraints will not prevent me from obtaining other suitable employment
        during the period in which I am bound by these restraints. I agree that
        I will never assert, or permit to be asserted on my behalf, in any
        forum, any position contrary to the foregoing. I also acknowledge and
        agree that, were I to breach any of the provisions of this Agreement,
        the harm to the Company would be irreparable. I therefore agree that in
        the event of such a breach or threatened breach the Company shall, in
        addition to any other remedies available to them, have the right to
        obtain preliminary and permanent injunctive relief against any such
        breach without having to post bond. I further agree that, in the event
        that any provision of this Agreement shall be determined by any court of
        competent jurisdiction to be unenforceable by reason of its being
        extended over too great a time, too large a geographic area or too great
        a range of activities, such provision shall be deemed to be modified to
        permit its enforcement to the maximum extent permitted by law.

15.     In the event of any alleged breach of this Agreement, I hereby consent
        and submit to the jurisdiction of the federal and state courts in and of
        the Commonwealth of Massachusetts and of the federal and state courts in
        and of the state in which I am then employed. I agree to accept service
        of process by registered or certified mail or the equivalent directed to
        my last known address on the books of the Company or by whatever other
        means are permitted by such court.

16.     Words or phrases which are initially capitalized or are within quotation
        marks shall have the meanings provided in this paragraph and as provided
        elsewhere in this Agreement. For purposes of this Agreement, the
        following definitions apply:

                                      -B5-
<PAGE>

        "Confidential Information" means any and all information of the Company
        that is not generally known by others with whom it competes or does
        business, or with whom it plans to compete or do business, and any and
        all information, publicly known in whole or in part or not, which, if
        disclosed by the Company, would assist in competition against them,
        including but not limited to (a) all proprietary information of the
        Company, including but not limited to the products and services,
        technical data, methods, processes, trade secrets, know-how,
        developments, inventions, and formulae of the Company, (b) the
        development, research, testing, marketing and financial activities and
        strategic plans of the Company, (c) the manner in which it operates, (d)
        its costs, sources of supply and financial performance, (e) the identity
        and special needs of the customers, prospective customers and
        subcontractors of the Company, (f) the people and organizations with
        whom the Company has business relationships and those relationships.
        Confidential Information also includes any information that the Company
        may receive or has received from customers, subcontractors, suppliers or
        others, with any understanding, express or implied, that the information
        would not be disclosed.

         "Intellectual Property" means inventions, discoveries, developments,
         methods, processes, compositions, works, concepts and ideas (whether or
         not patentable or copyrightable or constituting trade secrets)
         conceived, made, created, developed or reduced to practice by me
         (whether alone or with others and whether or not during normal business
         hours or on or off Company premises) during my employment that relate
         in any way to the business, products or services of the Company or to
         any prospective activity of the Company or which make use of the
         Confidential Information or of facilities or equipment of the Company.

        "Person" means an individual, a corporation, a limited liability
        company, an association, a partnership, an estate, a trust and any other
        entity or organization, other than the Company.

17.     I represent and warrant that my employment by the Company and the
        execution and performance of this Agreement will not breach or be in
        conflict with any other agreement to which I am a party or am bound. I
        will not disclose to or use on behalf of the Company, or induce the
        Company to use, any proprietary information of any previous employer of
        mine or other third party without that party's consent.

18.     This Agreement sets forth the entire agreement between me and the
        Company and supersedes all prior and contemporaneous communications,
        agreements and understandings, written or oral, with respect to the
        subject matter hereof; provided, however, that this Agreement shall not
        terminate or supersede any additional obligations I may have pursuant to
        any other agreement or under applicable law with respect to
        confidentiality, non-competition, assignment of rights to intellectual
        property or the like. In the event of conflict between this Agreement
        and any prior agreement between me and the Company, this Agreement shall
        govern. No deletion, addition, marking, notation or the like change to
        the body of this Agreement shall be of any force or effect and this
        Agreement shall be interpreted as if such change had not been made. This


                                      -B6-
<PAGE>

        Agreement may not be modified or amended, and no breach shall be deemed
        to be waived, unless agreed to in writing by me and an expressly
        authorized officer of the Company. If any provision of this Agreement
        should, for any reason, be held invalid or unenforceable in any respect,
        it shall not affect any other provisions, and shall be construed by
        limiting it so as to be enforceable to the maximum extent permissible by
        law. Provisions of this Agreement shall survive any termination if so
        provided in this Agreement or if necessary or desirable to accomplish
        the purpose of other surviving provisions.

19.     Neither the Company nor I may make any assignment of this Agreement or
        any interest in it, by operation of law or otherwise, without the prior
        written consent of the other; provided, however, that the Company may
        assign its rights and obligations under this Agreement without my
        consent in the event that the Company shall hereafter affect a
        reorganization, consolidate with, or merge into any Person or transfer
        to any Person all or substantially all of the business, properties or
        assets of the Company or of any division or line of business of the
        Company with which I am at any time associated. This Agreement shall
        inure to the benefit of and be binding upon me and the Company, and each
        of our respective successors, executors, administrators, heirs,
        representatives and permitted assigns.

20.     I acknowledge and agree that this Agreement does not in any way obligate
        the Company to retain my services for a fixed period or at a fixed level
        of compensation; nor does it in any way restrict my right or that of the
        Company to terminate my employment at any time, with or without notice
        or cause.

21.     I expressly consent to be bound by the provisions of this Agreement for
        the benefit of the Company, successor or permitted assign to whose
        employ I may be transferred, without the necessity that this Agreement
        be re-signed at the time of such transfer.

22.     This is a Massachusetts contract and shall be governed by and construed
        in accordance with the laws of the Commonwealth of Massachusetts,
        without regard to the conflict of laws principles thereof.

23.     In signing this Agreement, I give the Company assurance that I have read
        and understood all of its terms; that I have had a full and reasonable
        opportunity to consider its terms and to consult with any person of my
        choosing before signing; that I have not relied on any agreements or
        representations, express or implied, that are not set forth expressly in
        this Agreement; and that I have signed this Agreement knowingly and
        voluntarily.

24.     CONFLICTS. In the event of any conflict between the provisions of this
        agreement and the provisions of the Employment Agreement, the provisions
        of the Employment Agreement will govern.

                                      -B7-
<PAGE>

     Intending to be legally bound hereby, I have signed this Agreement under
seal as of the day and year written below.

                                             Signature: /S/ BERNARD R. PATRIACCA
                                                       -------------------------

                                             Printed Name:  BERNARD R. PATRIACCA
                                                           ---------------------

                                             Date:  FEBRUARY 13, 2006
                                                   -----------------------------


                                      -B8-
<PAGE>

                                                                      SCHEDULE A

            LIST OF PRIOR INVENTIONS AND ORIGINAL WORKS OF AUTHORSHIP

--------------------------------------------------------------------------------
       TITLE                DATE                     IDENTIFYING NUMBER OR BRIEF
                                                             DESCRIPTION
--------------------------------------------------------------------------------



























  X    No inventions or improvements
-----
       Additional sheets attached
-----

Signature of Employee:   /S/ BERNARD R. PATRIACCA
                       ------------------------------
Date:   FEBRUARY 13, 2006
      -----------------------------------------------


                                      -B9-
<PAGE>

                                                                      SCHEDULE B

                      OUTSIDE EMPLOYMENTS AND DIRECTORSHIPS

                             OF BERNARD R. PATRIACCA



None.



                                     -B10-
</TEXT>
</DOCUMENT>
