SEPARATION AGREEMENT AND GENERAL RELEASE

Effective Date of Agreement .  This Separation Agreement shall become effective and enforceable on the eighth day after the Separation Date (as defined below) (the “ Effective Date ”).  Once effective, all of the terms, conditions, benefits and restrictions of this Separation Agreement shall be fully enforceable and binding on the Parties.

Termination of Employment .

Executive hereby resigns his employment and any and all positions he holds with the Company and each of its subsidiaries and affiliates, including but not limited to his positions as Co-Chief Executive Officer of the Company, a director of the Company, and any and all other positions he holds with the Company or any of its subsidiaries or affiliates, in each case effective as of the Separation Date (as defined below).  Effective on the Separation Date, the Executive shall have no further duties or responsibilities to be performed for the Company or any of its subsidiaries or affiliates, other than as specified herein, and shall have no authority to act or endeavor to act on behalf of the Company or any of its subsidiaries or affiliates for any reason whatsoever.  For purposes of this Separation Agreement, Executive’s “ Separation Date ” shall be February 3, 2009.

Executive will not receive any compensation or benefits from the Company after the Separation Date, except as expressly hereinafter provided in this Separation Agreement.  Executive and the Company each acknowledges and agrees that valid consideration exists for the promises contained in this Separation Agreement.

Consideration to Executive .

The Company shall pay Executive’s accrued Annual Salary that is payable through and including the Separation Date in accordance with the Company’s normal payroll practices on the Company’s next succeeding payroll payment date following the Separation Date.

The Company shall arrange through ADP, the Company’s payroll agent, for delivery to Executive, within one (1) business day after the Effective Date, of a check in the amount of $250,000 (Two Hundred and Fifty Thousand Dollars and No Cents), less applicable withholding taxes, made payable to the Executive (the “ Separation Payment ”).

For the period from the Separation Date until the earlier of August 9, 2010 (the date that is 18 months after the Separation Date) and the date on which the Executive is eligible to receive similar coverage under another employer’s group health insurance plan, Executive shall be eligible to continue coverage for Executive and his dependents under the existing group health insurance plan maintained by the Company for the benefit of its officers and employees provided Executive timely provides the requisite election notice required under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”).  During the period that Executive elects to continue such coverage, Executive shall pay the monthly premiums for such coverage and the Company shall reimburse such premium payments within five (5) business days after Executive presents evidence of payment to the Company.  Executive shall promptly notify the Company when Executive becomes eligible to receive similar coverage under another employer’s group health insurance plan.

The Company agrees to reimburse Executive for the actual reasonable out of pocket business expenses incurred by the Executive in connection with the performance of his duties as Co-Chief Executive Officer of the Company prior to the date of this Agreement, subject to delivery by the Executive to the Company of receipts and other appropriate supporting documentation reasonably requested by the Company.

Executive agrees that he will not retain any data or files that constitute Confidential Information (as hereinafter defined).

The Executive understands and agrees that the payments payable to Executive under Sections 3(a), 3(b) and 3(c) will be treated by the Company as compensation expense.

Waiver, Release of Claims, and Covenant Not to Sue .

Executive, for himself, his agents, personal representatives, heirs and assigns, hereby unconditionally releases and forever discharges the Company and all of its affiliated entities and subsidiaries, as well as their respective officers, directors, partners, owners, employees, agents, representatives, financial advisors, predecessors and successors, and all of their respective affiliates, whether in their individual or representative capacities (collectively “ Released Parties ”), from any and all liability of every kind and nature whatsoever arising out of or connected in any way with Executive’s employment, or termination of employment, by the Company and any of its affiliates or subsidiaries, or any other matter relating to the Company or any of its affiliates or subsidiaries, or the business or assets of any of them, both as to matters now known and those discovered hereafter, including, without limitation, any and all claims for monetary relief, injunctive relief, attorney fees, costs, back pay or unpaid wages, fringe benefits, employment or reinstatement that could have been raised under common law, wrongful discharge, breach of any contractual rights, both express or implied, breach of any covenant of good faith and fair dealing, both express or implied, any tort, any claim of invasion of privacy, any legal restrictions on the Released Parties’ rights to terminate employees, and any federal, state, or other governmental statute, regulation, ordinance, or directive, specifically including, without limitation, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Securities Act of 1933, the Securities Exchange Act of 1934, and state securities laws.  The foregoing also includes any and all claims Executive could have brought or could bring as a partner, member, director, officer or employee of any of the Released Parties and any and all claims Executive may have, in his capacity as a shareholder, with respect to events occurring prior to the Separation Date.  Executive covenants not to sue the Released Parties with respect to any of the released claims or potential claims described above.  The foregoing release does not waive or infringe Executive’s right to receive the payments and benefits described in Section 3 hereof.  Notwithstanding anything herein to the contrary, this Separation Agreement shall not impact or release any rights that Executive may have, under the bylaws of the Company, applicable insurance policies of the Company, including but not limited to the Company’s existing director and officer liability insurance policy, and/or under applicable law, to indemnification with respect to liabilities, costs, losses and claims arising from or related to Executive’s service as an officer, director or employee of the Company, any parent, subsidiary or affiliate of the Company, or any of the Released Parties.

The Company hereby unconditionally releases and forever discharges Executive, his agents, personal representatives, heirs and assigns, from any and all liability whatsoever for any acts, occurrences or omissions arising out of or connected in any way with Executive’s performance or discharge of his duties as a director or officer of the Company, employment, prospective employment, or termination of employment by the Company and any of its affiliates or subsidiaries, or any other matter relating to the Company or any of its affiliates or subsidiaries, or the business or assets of any of them, both as to matters now known and those discovered hereafter, except to the extent that the Executive has engaged in any fraudulent or criminal conduct in the performance of his duties while employed by the Company (the “ Released Claims ”); provided, however , the Released Claims shall not include, and the Company is not releasing the Executive for liability with respect to, existing third party claims against the Company for which the Executive is not entitled to receive indemnification from the Company in accordance with the Company’s Charter, Bylaws or Maryland law.  Except as provided in the immediately preceding sentence, the Released Claims shall include, without limitation, any and all claims for monetary relief, injunctive relief, attorney fees, costs and claims the Compa