SEPARATION AGREEMENT AND GENERAL RELEASE OF CLAIMS

BACKGROUND

      WHEREAS, Executive is presently employed by the Company as its President, Chief Executive Officer and Chairman; and

      WHEREAS, Executive has elected to resign as of the Separation Date (as defined below) and , as a result of the acceptance of Executive’s resignation and, in connection therewith, the Company has agreed to provide certain benefits to Executive in consideration of Executive’s execution and performance of this Agreement;

      NOW, THEREFORE, in consideration of the mutual covenants and conditions contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

TERMS

      1.   Termination of Employment . Executive acknowledges that his employment with the Company shall terminate as of, and that his work-through date with the Company is the close of business on November 5, 2008 (the “ Separation Date ”). Executive acknowledges that all expenses to which he may be entitled to reimbursement, with the exception of not more than two thousand five hundred dollars ($2,500) in expenses to be submitted along with appropriate documentation (including a valid business purpose) within thirty days hereof, have been reimbursed. Effective as of the Separation Date, Executive resigns as the Company’s Chief Executive Officer and President and also resigns as the Chairman of the Board and as a member thereof.

      2.   Employment Agreement . Executive acknowledges and hereby waives his entitlement to certain notice and payment provisions upon termination under his Second Amended and Restated Employment Agreement, dated November 13, 2006, by and between Executive and the Company, as amended (the “ Employment Agreement ”). Executive and the Company hereby additionally waive all obligations to one another set forth in the Employment Agreement, except as set out specifically herein. Without limiting the generality of the foregoing, Executive further acknowledges that, other than as set forth herein, there are no payment amounts outstanding to Executive under the Employment Agreement.

      3.   Severance Benefits .

           (a)   The Company shall pay to Executive a severance payment of Thirty-Four Thousand Dollars (US$34,000) less all applicable payroll or withholding taxes (the “ Severance Amount ”).

           (b)   Prior to any payment of the Severance Amount to Executive, the Executive shall provide to the Company on or before November 20, 2008, expense reports (on the standard Company form) for any and all expenses identified by the Company on or before the Separation Date and previously reimbursed to Executive for which the Company has not received sufficient documentation to substantiate such expense prior to the Separation Date and for which the Company has determined that Executive has not demonstrated a valid business purpose (including, without limitation, all reimbursements to Executive, or on Executive’s behalf, relating to (x) Executive’s Platinum Plus for Business credit card (accounts bearing the last four digits: 8620 and 6351) and (y) to providers of life insurance policies for the benefit of Executive above the pre-existing one million dollar policy) (collectively, the “ Reimbursed Expenses ”). The Severance Amount shall not be paid to Executive until the Executive has provided expense reports and such other documentation as may be available for the Reimbursed Expenses. To the extent that the Company determines, after a good faith review of the expenses reports provided by the Executive, that any of the Reimbursed Expenses do not constitute valid business expenses in compliance with the Registrant’s expense reimbursement policy, Executive shall have the right to contest the Company’s determination as to all or any portion of the Reimbursed Expenses before an independent accounting firm selected by the Company and reasonably acceptable to the Executive. The determination of such independent accounting firm shall be binding upon both the Company and the Executive as to all disputed expenses.

           (c)   Upon the determination by the Company (and, if applicable, the independent accounting firm) as to which Reimbursed Expenses do not constitute valid business expenses, the Company shall provide to Executive, on form 1099, as additional income for taxation purposes, an amount equal to the aggregate amount of such Reimbursed Expenses so determined as not constituting valid business expenses in compliance with the Registrant’s expense reimbursement policy, and Executive shall be responsible for the payment of all applicable taxes due upon such additional income (the “Additional Income Amount”). Executive agrees to indemnify and hold harmless the Company from all Claims asserted against the Company arising out of, resulting from or in connection with the Executive’s failure to pay all taxes upon the Additional Income Amount up to the amount of such taxes that would have been due, exclusive of penalties and interest.

      4.   Covenants, Representations and Warranties of the Parties .

           (a)   The Company and Executive each represent and warrant to the other (as to itself) that (i) the party has full authority and capacity to enter into and perform the party’s obligations under this Agreement (having obtained all requisite corporate, company and/or governmental approvals), (ii) this Agreement has been fully authorized, executed and delivered by the party and that the party has full legal right, power and authority to enter into and perform this Agreement, which constitutes a valid and binding agreement between the parties, enforceable against the party in accordance with its terms, (iii) there are no agreements between the party and any third party that conflict with this Agreement; and (iv) no consent or approval of any third party, court or governmental agency is required in connection with the party’s execution and performance of this Agreement.

           (b)    Executive represents, warrants, acknowledges and agrees that (i) Executive shall have no authority to bind the Company or to negotiate on the Company’s behalf after his resignation hereunder, (ii) Executive shall not, with respect to the Company and/or its assets, participate in any meeting, initiate or participate on any call, undertake any negotiation or make any representation regarding the Company, without the prior consent of the Company, in its sole discretion after a good faith discussion with Executive and (iii) to the extent the Company determines in good faith after discussion with the Executive that Executive shall not continue or initiate contact with any third party on behalf of the Company, Executive shall be refrain from such contact on the Company’s behalf. Executive agrees to refrain from taking any action which may be likely to result in a violation of the agreements set forth in this Section 4(b).

           (c)   Each of Executive and the Company represents and warrants to the other that there is no source of funding, strategic partner or potential Strategic Transaction known to such party or, in the case of the Company, any member of the Board or Officer of the Company, that has not been disclosed to the other party.

           (d)   Notwithstanding anything to the contrary herein, Executive acknowledges that (x) all vested grants of options to purchase common stock, par value $0.01 per share (the “ Common Stock ”) of the Company shall remain vested and exercisable by Executive in accordance with their terms, and (y) all unvested grants of options to purchase Common Stock (including those grants provided for under Sections 3(e) and 3(f) of the Employment Agreement) shall terminate as of the Separation Date. Executive acknowledges that as to certain vested options to purchase Common Stock, Executive has 90 days following the Separation Date in which to exercise such vested options.

      5.   General Release of Claims and Covenants Not to Sue.

           (a)   Executive for himself and his respective administrators, executors, agents, beneficiaries and assigns, does hereby waive, release and forever discharge the Company (as hereinafter defined for the purposes of this Section 5) of and from any and all Claims (as defined below). Executive agrees not to file a lawsuit to assert any such Claim. This release covers all Claims arising from the beginning of time up to and including the date of this Agreement, but does not cover Claims relating to the validity or enforcement of this Agreement or claims arising out of the Company’s indemnification or insurance obligations or such surviving obligations under the Employment Agreement as are explicitly set out herein. In addition, Executive irrevocably and unconditionally releases, forever discharges, and agrees to indemnify and hold harmless the Company from all Claims Executive believes or, at a later date may believe, he has against the Company for any actions arising out of Executive’s employment with or separation from the Company from the beginning of time up to and including the date of this Agreement, whether known or unknown as of the date of this Agreement.

           (b)   The Company for itself and its respective officers, directors, employees, affiliates, agents, beneficiaries and assigns, does hereby waive, release and forever discharge Executive of and from any and all Claims, known or which should have been known, based upon reasonable investigation, by the Company as of the Separation Date. The Company agrees not to file a lawsuit to assert any such Claim. This release covers all Claims arising from the beginning

of time up to and including the date of this Agreement, but does not cover Claims relating to the validity or enforcement of this Agreement, the Executive’s indemnification obligations as are explicitly set out herein or the surviving provisions of the Employment Agreement as explicitly set out herein. In addition, the Company irrevocably and unconditionally releases, forever discharges, and agrees to indemnify and hold harmless the Executive from all Claims the Company believes or, at a later date may believe, it has against the Executive for any actions arising out of Executive’s employment with or separation from the Company from the beginning of time up to and including the date of this Agreement, whether known or which should have been known, based upon reasonable investigation, by the Company as of the date of this Agreement.

           (c)   Definition of “Claims” .

           (i) For purposes of this Agreement, “ Claims ” includes without limitation all actions or demands of any kind that the releasing party now has, or may have or claim to have in the future arising out of occurrences on or before the date of this Agreement. More specifically, Claims include rights, causes of action, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected.

            (ii) The nature of Claims covered by this release and covenant not to sue includes, without limitation, all actions or demands in any way based on Executive’s employment with Company, the terms and conditions of such employment, or the termination of such employment. More specifically, all of the following are included in the types of Claims that will be barred by this release and covenant not to sue: (i) contract claims (whether express or implied), (ii) tort claims (such as for defamation or emotional distress), (iii) claims under federal, state and municipal laws, regulations, ordinances or court decisions of any kind, (iii) claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, age, sexual orientation, handicap or disability, national origin, or any other legally protected class, (iv) claims under the Age Discrimination in Employment Act of 1967 as amended by the Olde