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the support and development of management and other employees, and improvement in business activities). Each Named
            Executive Officer has different subjective/quantitative targets that are tailored to that officer’s duties and position.

               From January 22, 2015 until October 28, 2016, Mr. Walker was the Company’s President and Chief Executive Officer.
            On October 31, 2016, Howard Hill assumed the position of interim President and Chief Executive Officer of the Company.
            Because both Mr. Walker and Mr. Hill held the offices of President and Chief Executive Officer of the Company during fiscal
            2016, both of these officers are listed below as Named Executive Officers.  However, Mr. Hill was not compensated in fiscal
            2016 for his service in fiscal 2016 (and he agreed to serve as the interim President and Chief Executive Officer without any
            compensation until his replacement was hired).

               For the fiscal year ended October 31, 2016, the annual base salaries of our Named Executive Officers were as follows:
            Mr. Walker's base salary was $250,000; and Mr. Turfler’s base salary was $170,000. Mr. Hill’s annual base salary during the
            period in fiscal 2016 that he served as interim President and Chief Executive Officer was zero. However, during the period in
            fiscal 2015 that he served as the Company’s Chief Executive Officer, his annualized salary was $240,000. The 2016 annual base
            salaries of Mr. Walker and Mr. Turfler remained unchanged from the prior year.

               Mr. Walker joined the Company in October 2014 as its new President and was promoted to be the Company’s Chief
            Executive Officer, a position he held until his resignation effective October 28, 2016.  Mr. Walker’s base salary of $250,000
            per year was established based on estimated salaries of executive officers at comparable companies and the pay scale of the
            Company’s other executive officers.  Consistent with the Company’s philosophy of granting executive equity compensation to
            incentivize executives to increase stockholder value and to promote loyalty, in October 2014 the Company granted Mr. Walker
            a ten-year option to purchase up to 100,000 shares of the Company’s common stock.  The exercise price of the option was
            equal to the market price of our common stock on the date of grant, and the option vested with respect to 10,000 shares on the
            date of grant and will vest as to the remaining 90,000 shares vest in equal 10,000 share installments over the next nine annual
            anniversaries of the grant date.  The option was canceled, in full, upon Mr. Walker’s resignation.

               In January 2015, Mr. Turfler entered into a new, one-year employment agreement under which his annual base salary for
            fiscal 2015 was increased from $141,564 to $170,000 per year.  In addition, Mr. Turfler received an option to purchase 100,000
            shares, which option has an exercise price equal to the market price on the date of grant.  Mr. Turfler’s option vested with
            respect to 10,000 shares on the date of grant, and will vest as to the remaining 90,000 shares vest in equal 10,000 share install-
            ments over the next nine annual anniversaries of the grant date.

               The employment agreement of each of the Named Executive Officers provided for an annual bonus based on the
            Company’s goals for the fiscal year ended October 31, 2016.  These bonuses were intended to incentivize and reward the
            Named Executive Officers for their contribution to our financial and operational success.  Under the bonus plan, for the fiscal
            year ended October 31, 2016, Mr. Turfler was entitled to receive a year-end bonus targeted at 40% of his annual base salary, of
            which 70% was tied to quantitative criteria that the Compensation Committee established, and 30% was based on the subjec-
            tive evaluation by the Compensation Committee of the executive officer’s performance.  The quantitative criteria established
            for the past fiscal year were based on achieving certain a pre-determined EBITDA goals for the entire Company.  The
            Compensation Committee established a baseline EBITDA amount that the Company had to meet before the Named Executive
            Officers subject to the bonus plan could receive any portion of their quantitative bonus. Under the bonus plan, if the actual
            EBITDA exceeded the baseline EBITDA, then the Named Executive Officers could ratably earn a year-end bonus (up to 70%
            of the total potential bonus) based on the amount of EBITDA above the baseline EBITDA.  In addition, the Compensation
            Committee had established subjective, qualitative targets for the Named Executive Officers.  If the Compensation Committee
            determined, in its discretion, that a Named Executive Officer met some or all of his qualitative targets, that Named Executive
            Officer would receive a discretionary year-end bonus in an amount up to 30% of his total potential year-end bonus.

               For the fiscal year ended October 31, 2016, the Company determined that none of the Named Executive Officers achieved
            the quantitative goals established under the officers’ annual bonus plans.  Accordingly, the Company did not pay any incentive
            bonuses tied to the quantitative goals.  The Company did, however, determine that the Named Executive Officers achieved
            some, but not all, of their individual subjective annual goals, and that the Named Executive Officers were entitled to receive a
            portion of their potential qualitative year-end bonuses.  The amount paid for fiscal 2016 under the officers’ bonus plans to Mr.
            Turfler was $20,000, and no amounts were paid to the other Named Executive Officers.





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