SEPARATION AGREEMENT AND GENERAL RELEASE

a.  

Special Payments :  My termination of employment will be deemed effective as of the close of business on November 30, 2006 (the "Termination"). Although the Company has no policy or procedure for providing severance benefits, the Company will pay me a severance payment (the "Severance Payment") in the form of a continuation of my base salary in effect as of immediately prior to the Termination for the period commencing on December 1, 2006 and ending at the close of business on February 28, 2007 (the "Transition Period"). The Severance Payment will be paid to me by check as a lump sum immediately following the Effective Time (as defined in Section (f) below). The Company will withhold taxes and report this Severance Payment to tax authorities as it determines it is required to do. I acknowledge that the Severance Payment, the Option Payment (as defined in Section (b) below) and the Additional Option Payment (as defined in Section (b) below) (the Severance Payment, the Option Payment and the Additional Option Payment are referred to herein collectively as the "Separation Payments") and the Continued Coverage (as defined in Section (g) below) (collectively with the Separation Payments, the "Transition Benefits") are not otherwise owed to me and are being provided only in exchange for the promises made in this Separation Agreement and General Release (the "General Release"). I will not be required to report to work at the Company during the Transition Period, and will not be required to perform regular work assignments. I agree, however, to provide, within reason, information and guidance, as necessary, to assist in the transition of my workload. I acknowledge that should I pursue any claim as described in Section (e) of this General Release ("Claims Released"), the Transition Benefits will immediately cease and all other consideration in this General Release will no longer be in effect.

b.  

Stock Option Grants : The Company acknowledges that as of the date hereof, I have exercised an aggregate of 145,831 shares of Company common stock (the "Shares") issuable pursuant to that certain option to purchase up to 250,000 shares of Company’s common stock, dated July 12, 2005 (the "Stock Option"). As of the Effective Time, the Shares, which have been held in escrow by the Company on my behalf, shall be released to me in full and the Company shall have no further right, title or interest in such Shares. Immediately following the Effective Time, the Company will pay me a quarterly bonus for the Company’s fiscal quarter ended September 30, 2006, in an aggregate amount of $37,707 (the "Option Payment"). The Option Payment may be paid together with the Severance Payment. The Company will withhold taxes and report this Option Payment to tax authorities as it determines it is required to do. I agree to use an aggregate of $20,833 of the Option Payment for the purchase of 20,833 shares of the Company’s common stock subject to the Stock Option as of the date hereof (the "Option Exercise).

c.  

Offer Letter :  I acknowledge that as of the Effective Time, the Company shall have no further obligations to me under that certain Offer Letter, dated January 5, 2005, between me and the Company, as amended (the "Offer Letter").

d.  

Claims Not Released :  This General Release does not release any claims that the law does not permit me to release, including but not limited to claims under the Family Medical Leave Act, the Fair Labor Standards Act, California Workers’ Compensation, California Family Rights, and Division 3 Article 2 of the California Labor Code (which includes indemnification rights).  

e.  

Claims Released :  Except for the claims identified in paragraph (d), this General Release releases all known and unknown claims that I presently have against the Company, its current or former owners, parents, subsidiaries, affiliates, and investors, and their current or former employees or agents, and any related parties ("Released Parties") .  For example, I am releasing all claims I have under the Offer Letter, the Stock Option (except as set forth in Section (b) above), the WARN Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, Sections 1981 and 1983 of the Civil Rights Act of 1866, the Americans With Disabilities Act, the Employee Retirement Income Security Act of 1974, and similar state or local laws such as the California Fair Employment and Housing Act.

f.  

Consideration Period : I acknowledge that, before signing this General Release, I was given at least 21 days in which to consider this General Release. Further, I acknowledge that I have seven days from the date on which this General Release is executed to revoke my consent to this General Release. Provided I do not revoke it beforehand, this General Release will become effective on the eighth day after I sign this General Release and deliver it to the Company (the "Effective Time"). I have been encouraged by the Company to discuss this General Release with my attorney (at my own expense) before signing it, and I did so to the extent I deemed appropriate.

g.  

Benefit Programs :   I waive future coverage and benefits under all Company disability programs, but this General Release does not affect my eligibility for other Company medical, dental, life insurance, retirement, and benefit plans.  Whether I sign this General Release or not, I understand that my rights and continued participation in those plans will be governed by their existing terms, and that I generally will become ineligible for them shortly after the Effective Time. Following my separation of employment as of the Effective Time, I will be eligible to obtain continued health insurance coverage, to be paid by the Company through June 30, 2007, pursuant to applicable provisions of COBRA (the "Continued Coverage"). I understand and agree that if at any time prior to June 30, 2007, I secure any full-time employment pursuant to which I am eligible to receive substantially equivalent health insurance coverage, I will immediately notify the Company in writing and that such Continued Coverage shall immediately cease. Payments made under this General Release will not be included in my compensation for purposes of calculating the benefits to which I am entitled under any employee benefit program, notwithstanding anything in it to the contrary.  

h.  

Confidential and Proprietary Information and Existing Obligations : Except as may be required by law, I agree to always keep confidential all proprietary information of the Company. I understand that "proprietary information" means information not fully disclosed in writing to the public and which is treated as confidential within the Company, or is of value to competitors. I agree to remain bound by any Company or Company affiliate agreement or policy relating to confidential information, invention, nonsolicitation, noncompetition, or similar matters to which I am now subject. In particular, I acknowledge that in the course of my employment with the Company, I have obtained confidential, proprietary and/or trade secret information of the Company, relating to, among other things, (i) information regarding the Company’s patents, patent applications, trade secrets, inventions, proprietary and confidential informat