SEPARATION AGREEMENT AND GENERAL RELEASE

Executive is employed by Company pursuant to an Agreement dated January 5, 2009 (the “Employment Agreement”) between Company and Executive; and

Executive’s employment with Company will terminate on May 6, 2009 (the “Termination Date”); and

The Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions and demands that they  may have against each other, including, but not limited to, any and all claims arising or in any way relating to Executive’s employment with or separation from Company.

Defined Terms .   Any capitalized terms not defined in this Separation Agreement shall have the meanings attributed to them in the Employment Agreement.

Termination of Employment Agreement .  Except as provided in Section 7 below, Company and Executive agree that the Employment Agreement is hereby terminated as of the Termination Date, and except as set forth in Section 7 below, all rights and obligations of the parties pursuant to the Employment Agreement shall terminate as of the Termination Date.  Executive has separately tendered a letter resigning his positions as Chief Executive Officer of the Company, and as a director of the Company.

Receipt of All Wages Due .   Company shall pay all wages and compensation due and owing to Executive as of the Termination Date, including, without limitation, any and all of Executive’s accrued but unused vacation and reimbursable business-related expenses supported by proper documentation and submitted pursuant to the Company’s expense reimbursement policy.  Company and Executive agree that such wages and compensation are as set forth on Exhibit 1 attached hereto.  Executive agrees and acknowledges that, upon payment of such amounts, Company will have paid all wages and compensation due and owing to Executive as of the date hereof.

Additional Separation Payment .   In consideration for the waivers, releases and covenants set forth herein, the Company will continue payment of Executive’s Annual Base Salary (as defined in the Employment Agreement) for a period of thirty (30) days following the Termination Date, in accordance with the Company’s regular payroll practices (pro-rated for partial periods, and setting off from the first payment the pro-rated May compensation paid pursuant to Section 3 above).  For avoidance of doubt, Executive will not be eligible for any other additional cash compensation, whether under the Employment Agreement or otherwise, including without limitation any entitlement under any executive bonus plan or pension plan referenced in the Employment Agreement.

No Equity Interest .   Executive acknowledges and agrees that Executive is not entitled to any equity interest in the Company or any option or right with respect to any such equity interest, notwithstanding anything to the contrary in the Employment Agreement or in any other agreement between the Company and Executive.

Benefits .   The Company   will maintain health and medical insurance benefits for Executive and any of his eligible and participating dependents, pursuant to the Company’s health insurance plan, through the end of the month in which Executive resigns his employment.  Thereafter, Executive and said dependents shall cease to be active participants under the Company’s health and medical benefit plans in accordance with the terms of those plans, and no additional health or medical benefits shall accrue to Executive or his dependents.  Executive will be entitled to continue his and/or his eligible dependents’ current health and medical insurance coverage, if any, in accordance with the provisions of COBRA, as applicable, and will receive notice of any such COBRA continuation rights under separate cover.  Executive’s participation in all other benefits and incidents of employment will terminate on the Termination Date, except as required by governing law.

Nondisclosure, Noncompetition and Invention Assignment .   Executive and the Company acknowledge and agree that:

Section 5 (b) through (e) of the Employment Agreement (“Non-Disclosure, Inventions, Acknowledgement, and Enforceability”) will remain in effect following the Termination Date for the periods stated in such Section.  Executive shall continue to maintain the confidentiality of all confidential and proprietary information of the Company and shall continue to comply with the terms and conditions of such Section.

Executive shall return all of the company’s property except laptop computer, and return or destroy confidential and proprietary information in executive’s possession to the Company by five days after the Effective Date of this Agreement.

Section 7(a) of the Employment Agreement (“Indemnification”) will remain in effect for a period of 3 years following Termination Date.

Release of Claims .   Executive agrees that the additional consideration provided for in this Agreement represents settlement in full of all outstanding obligations owed to Executive by the Company and/or its officers, managers, supervisors, members, agents and employees.  Executive, on Executive’s own behalf, and on behalf of Executive’s heirs, representatives, executors, administrators, attorneys, family members, executors, agents, successors in interest, and assigns, hereby fully, knowingly and forever releases the Company and its past, present and future owners, parents, subsidiaries, divisions, affiliates, related entities, joint ventures, partners and members, as well as each of their respective past, present and future directors, officers, investors, shareholders, administrators, agents, associates, representatives, employees, attorneys, predecessors, successors and assigns, and any and all of them (the “Releasees”) from any and all liability, actions, causes of action, claims, charges, complaints, demands, grievances, promises, obligations, losses, damages, injuries and legal responsibilities, of any type whatsoever, whether known or unknown, unforeseen, unanticipated, unsuspected or latent, that   are based upon, relate to or arise out of any matters of any kind (collectively, “Claims”), that Executive may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation: