RE: EMPLOYMENT/CONSULTING AGREEMENT

Return of Confidential Information. Upon termination of your employment or engagement as a consultant with Volt for any reason or at the request of Volt at any time, and under any circumstance, you will deliver to Volt all materials embodying the Confidential Information, including any documents, records, listings, notes, data, sketches, drawings, memoranda, models, accounts, reference materials, samples and machine-readable media that in any way relate to the Confidential Information. Further, you will not retain any copies of the above materials. If any Confidential Information is stored on one or more computers or similar devices, you shall make a copy of all such Confidential Information in either print or electronic format, as determined by Volt in its sole discretion, and deliver such copy to Volt. You shall then delete all Confidential Information stored on all relevant computers and devices, unless Volt instructs you otherwise.

INVENTIONS. As between you and Volt, all discoveries, ideas, creations, inventions and properties (collectively called “Discoveries”) written or oral which are created, developed, invented or used by you during your Term of Employment or the Consulting Term, whether or not created, conceived, discovered and/or developed by you during regular working hours; or which are created, developed, invented, or used by Volt, whether or not in connection with your employment by Volt will be the sole and absolute property of Volt for any and all purposes whatsoever, in perpetuity. You will not have, and will not claim to have, any right, title or interest of any kind of nature whatsoever in or to any such Discoveries. This Paragraph 7 shall not apply to any discovery for which no equipment, supplies, facility or trade secret information of Volt or any customer of Volt was used and which was developed entirely on your own time, and which does not relate to the business of Volt or to Volt’s or any customer’s actual or demonstrably anticipated research or development; or which does not result from any work performed for Volt or its customers. You further agree that during the Term of Employment and the Consulting Term, all discoveries being developed by you shall be identified to Volt. Upon request by Volt, you will disclose any such discovery to Volt (by a full and clear description) for the purpose of determining Volt’s rights therein.

INJUNCTION. You acknowledge and agree that any breach of your covenants with respect Paragraphs 4, 5, 6 and 7 would cause Volt irreparable harm for which monetary damages are inadequate compensation, and that Volt shall therefore be entitled, without the necessity of posting bond, to seek and obtain injunctive relief in any court of competent jurisdiction to enforce such covenants and to prevent any actual or threatened breach of such covenants. The remedy provided by this subsection shall be in addition to any other remedies provided at law, in equity or by this Agreement.

SEVERABILITY. You and Volt desire and intend for the provisions of this Agreement to be enforced to the fullest extent permissible under the laws and public policy applied in each jurisdiction in which enforcement may be sought. In the event that one or more of the provisions of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in Paragraphs 4, 5, 6 or 7 hereof is held to be excessively broad as to scope, duration, activity or subject, such provisions shall be construed by limiting and reducing them so as to be enforceable to the maximum extent compatible with applicable.

RETURN OF PROPERTY. The original and all copies of all software, files, records, drawings, specifications and other documents of any nature whatsoever, whether prepared by you or otherwise coming into your possession while employed by Volt, are and shall remain the exclusive property of Volt and may not be used except as required in the course of employment by Volt. On termination of your employment, and regardless of the reason for termination, you will immediately return to Volt any and all Company property and all other material which you were given or had access to during the Term of Employment except that the Company may permit you to maintain selected software, files, records, drawings, specifications and other documents during the consulting period to enable you to perform consulting services and, in such event, on termination of the consulting period, and regardless of the reason for termination, you will immediately return to Volt any and all Company property and all other material which you were given or had access to during the consulting period.

AGREEMENT TO ARBITRATE DISPUTES. Any dispute, controversy or claim arising out of, involving, affecting or related to this Agreement, or breach of this Agreement, or arising out of, involving, affecting or related in any way to your employment or consulting or the conditions of your employment or consulting or the termination of your employment or consulting, including but not limited to disputes, controversies or claims arising out of or related to the actions of Volt’s other employees or consultants, under Federal, State and/or local laws, shall be resolved by binding arbitration in accordance with the applicable rules of the American Arbitration Association in the city and state of New York. The arbitrator shall be entitled to award reasonable attorneys’ fees and costs to the prevailing party. The award shall be in writing, signed by the arbitrator, and shall provide the reasons for the award. Judgment upon the arbitrator’s award may be filed in and enforced by any court having jurisdiction. This Agreement to Arbitrate Disputes does not prevent you from filing a charge or claim with any governmental administrative agency as permitted by applicable law. Notwithstanding the foregoing, nothing contained in this Paragraph 11 shall bar Volt from seeking and obtaining injunctive relief in accordance with Paragraph 8 hereof pending the final determination of the arbitration proceedings hereunder.

WAIVER OF JURY TRIAL. You and Volt each hereby agree to waive our respective right to trial by jury in any lawsuit or cause of action between you and Volt and/or Volt’s other employees.

RELEASE. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, except for Volt’s obligations set forth in this Agreement and any stock option contracts to which you are a party, you hereby release and forever discharge Volt, its parent, subsidiaries and affiliates, and all of their directors, officers, agents, employees, successors and assigns, from any and all claims, actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, and demands whatsoever, of any and every kind, nature and character, in law, equity or admiralty, whether known or unknown, which you, your heirs, legal representative, successors or assigns may now have, have ever had, or hereafter can, shall, or may have against Volt and/or any affiliated or related companies or divisions and/or any of their respective officers, directors, agents, employees, successors and assigns, which have transpired prior to the date of execution of this Release, including, but not limited to, those which arise in whole or in part from your employment relationship with Volt, the termination of that relationship, and/or any other employment-related dealings of any kind between you on the one hand, and Volt and/or any officer, director, agent or employee of Volt, on the other, including , but not limited to, any and all claims, rights, demands, and causes of action for stress, personal injuries and property damage of all kinds, negligence, intentional tort, injury to reputation, tort, tortious course of conduct, tortious breach of contract, tortious interference with a contract, breach of any employment contract or employment agreement, wrongful discharge, breach of the implied covenant of good faith and fair dealing, intentional or negligent infliction of emotional distress, harassment and retaliation, fraud or misrepresentation, defamation, failure to pay wages, commissions, bonuses, incentives, benefits, vacation, severance or other compensation of any sort, discrimination on the basis of race, color, creed, age, national origin, religion, sex, actual or perceived sexual orientation, sexual harassment, handicap or marital status, and or any other status or condition, and/or violation of any and all laws, statutes, executive orders, ordinances, rules or regulations whether state, federal or local, and all claims for monetary and equitable relief, and any and all other claims which arise in whole or in part from your employment relationship with Volt and/or the termination of that relationship, which includes but is not limited to, ERISA, the American’s with Disabilities Act, the Age Discrimination in Employment Act as amended (ADEA), the Older Workers’ Benefit Protection Act, Title VII of the Civil Rights Act, the Fair Labor Standards Act, or other similar and/or applicable state, federal, or local law(s), statutes, regulation(s), ordinance(s) or rule(s) (collectively “Claims”). This release is for any relief, no matter how denominated, including but not limited to back pay, front pay, compensatory damages, punitive damages, or damages for pain and suffering and attorney’s fees and damages.

ACKNOWLEDGEMENTS. You acknowledge that Volt’s obligations to you under this Agreement exceed any payment or benefit to which you might otherwise be entitled pursuant to any policy, plan, practice or procedure of Volt, or pursuant to any prior contract or agreement with Volt. You also acknowledge that among the claims against Volt that you are waiving are all of your rights and claims under the Age Discrimination in Employment Act of 1987, and your understanding that you are not waiving any rights or claims that arise after the date you sign this Agreement. You further acknowledge that the decisions regarding your resignation as Chief Financial Officer, your

CONFIDENTIALITY OF THIS AGREEMENT. You agree not to publicize or disclose or cause or knowingly permit or authorize the publicizing or disclosure of the contents of this Agreement, including the Release contained in Paragraph 13 hereof, or of the basis of any claims or allegations which were or could have been made against Volt or any of their officers, directors, agents or employees which concern or are within the scope of this Release to any person, firm, organization or entity of any and every type, public or private, for any reason, at any time, and that you will use Your best efforts to prevent any future publicity or disclosure. You are permitted, however, to make confidential disclosures, as required, to your accountant, attorney, banker, governmental taxing authorities, and to your immediate family. To the extent you do divulge the terms of this Agreement to those permitted under this Paragraph, you will advise them that they must not further divulge the terms of this Agreement.

TIME TO CONSIDER TERMS. You acknowledge that you have been afforded up to twenty-one (21) days to consider the terms of this Agreement and the release contained in Paragraph 13 hereof, and are hereby advised by Volt, in writing, to discuss the terms of this Release with your attorney and other professional persons unrelated to Volt prior to signing this Agreement. You also acknowledge that you will have seven (7) days from the date you sign this Agreement to revoke the Release and this Agreement by notifying the undersigned representative of Volt, in writing. Notwithstanding any other provision of this Agreement, this Agreement shall not become effective and you shall not be entitled to receive any proceeds hereunder (except current salary) prior to the expiration of seven (7) day revocation period.

NO ADMISSION OF LIABILITY. Volt’s offer to you of this Agreement, and the payments and benefits set forth herein is not intended to constitute, and shall not be construed as, an admission of liability to you or of any improper conduct on the part of Volt, all of which Volt specifically denies.

REPRESENTATION. You represent and warrant that no oral or written contract, agreement or other impediment exists which would inhibit, impair or prohibit your performance of the employment or consulting services provided for herein, and that you will not enter into any such agreement which would inhibit, impair or prohibit your ability to perform the services contemplated by this Agreement.

ASSIGNMENT. This Agreement may be assigned by Volt to an Affiliate, as that term is used in the Securities Act or to any purchaser of that segment of Volt to which you are assigned and in that event, Volt shall continue to guarantee performance of its obligations to you under this Agreement. This Agreement may not be assigned by you.

DEDUCTIONS. All payments required to be made hereunder will be subject to such deductions by Volt, as Volt is from time to time required to make pursuant to law, government regulations or order or by agreement with or without your consent. Such payments may be made by check or checks of Volt or any of its parents, subsidiaries or affiliates as Volt may, from time to time, find proper and appropriate.

FURTHER INSTRUMENTS. You will execute and deliver all such other further instruments and documents as may be necessary, in the opinion of Volt, to carry out the purposes of this Agreement or to confirm, assign or convey to Volt the discoveries, ideas, inventions, or properties referred to in this Agreement, including the execution of all patent, copyright, trademark or trade name applications and assignments.

WAIVER OF BREACH. Waiver by either party of a breach of any provision of this Agreement by the other shall not operate or be construed as a waiver of any subsequent breach by such other party.

NOTICES. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by registered or certified mail or telegram as follows:

APPLICABLE LAW. This Agreement is to be governed by and construed in accordance with the internal laws of the State of New York (other than such New York laws as would defer to the substantive law of another jurisdiction).

ENTIRE AGREEMENT. This instrument contains the entire agreement of the parties as to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, oral or written between the parties. You represent that in signing this Agreement you have not relied on any representation, promise or statement not set forth herein. This Agreement may not be changed orally, but only by an agreement in writing, signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Notwithstanding the foregoing, Volt may change the benefit plans as described in Paragraph 1 hereof, from time to time, in its sole discretion.