THIS IS A RELEASE. YOU SHOULD READ IT CAREFULLY BEFORE YOU SIGN IT. SEPARATION AGREEMENT AND GENERAL RELEASE

1.

Separation of Employment . Employee acknowledges that Employee’s employment with the Company will cease upon the close of business on April 20, 2005 (“Effective Date”) and agree that Employee has no right to further employment by the Company after that date. Further, Employee acknowledges that Employee’s last day of work is April 15, 2005.

2.

Severance and Other “Benefits” . In consideration of the covenants and agreements made by Employee hereunder, the Company will, commencing upon the eighth day after this Agreement has been executed by Employee (provided that such execution has not been revoked by Employee prior thereto):

(a)

Pay Employee a total severance of $264,805, which will be paid following Company’s regular payroll process, in increments to resemble regular pay checks, less applicable taxes and withholdings;

(b)

Employee will continue on medical benefits as an employee through April 30, 2005 and may enroll in COBRA benefits thereafter. Should Employee elect COBRA coverage, Company will pay any premiums due, subject to the provisions of Section 3 below, while Employee is receiving severance. Information concerning COBRA rights and costs will be provided under separate cover, following usual Company process;

(c)

Employee will be eligible to participate in up to 12 months of outplacement support through Right Management Consultants, provided Employee initiates participation in the outplacement program within 60 days of the Effective Date;

(d)

Employee will be eligible for the reimbursement of expenses relating to the preparation of 2004 and 2005 taxes, to a maximum of $5,000 for each year. Submissions for reimbursement for 2004 taxes must be submitted no later than May 15, 2005 to be eligible for reimbursement. Submissions for reimbursement for 2005 taxes must be submitted no later than May 15, 2006 to be eligible for reimbursement. Submissions received after the above noted dates will be considered ineligible for reimbursement;

(e)

Company will transfer complete and full ownership of the laptop currently assigned to Employee, as well as all non-proprietary software on that laptop, to Employee, with no guarantees or warrantees;

(f)

Employee will receive $17,288.71, less applicable taxes and withholdings, as payout of 135.8 hours of accrued and unused vacation, corresponding with the April 29, 2005 paycheck.

3.

Cessation of Medical Benefits . If Employee gains medical benefits prior to the exhaustion of the severance payments described in Section 2(a) above, Employee will notify Company of the impending coverage prior to the commencement thereof and the COBRA premium payments will terminate immediately prior to the commencement of Employee’s medical benefit coverage under the new benefit plan.

4.

Other Benefits . Except as provided in Section 2 of this Agreement, the Company shall not be obligated to make any other payments, or provide any other benefits to Employee, following the Effective Date. Without limiting the generality of the foregoing, all vesting of stock options, eligibility for matching grants and all other benefits shall terminate on the Effective Date.

5.

GENERAL RELEASE OF CLAIMS AND PROMISE NOT TO SUE . IN CONSIDERATION OF THE BENEFIT DESCRIBED IN SECTION 2, EMPLOYEE, ON BEHALF OF EMPLOYEE, EMPLOYEE’S HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, HEREBY RELEASES, ACQUITS AND FOREVER DISCHARGES THE COMPANY AND ANY AND ALL OF ITS CURRENT OR FORMER SUBSIDIARIES AND OTHER AFFILIATED ENTITIES AND BENEFIT PLANS, AS WELL AS ITS AND/OR THEIR OFFICERS, DIRECTORS, REPRESENTATIVES, ATTORNEYS, AGENTS, SERVANTS, EMPLOYEES, STOCKHOLDERS, SUCCESSORS, PREDECESSORS AND AFFILIATES (FOR PURPOSES OF THIS SECTION 5, ALL INCORPORATED IN THE DEFINITION OF THE “COMPANY”) FROM ANY AND ALL CLAIMS, LIABILITIES, DEMANDS, CAUSES OF ACTION, COSTS, EXPENSES, ATTORNEY’S FEES, DAMAGES, INDEMNITIES AND OBLIGATIONS OF EVERY KIND AND NATURE, IN LAW, IN EQUITY OR OTHERWISE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO AGREEMENTS, ACTS OR CONDUCT AT ANY TIME AS OF OR PRIOR TO THE EFFECTIVE DATE, INCLUDING, BUT NOT LIMITED TO: ALL SUCH CLAIMS OR DEMANDS ARISING FROM EMPLOYEE’S EMPLOYMENT OR THE TERMINATION OF EMPLOYEE’S EMPLOYMENT; ALL SUCH CLAIMS AND DEMANDS RELATED TO SALARY, BONUSES, COMMISSIONS, STOCK, STOCK OPTIONS, (EXCEPT THAT EMPLOYEE SHALL HAVE THE RIGHT TO EXERCISE ANY VESTED AND UNEXERCISED STOCK OPTIONS PREVIOUSLY GRANTED TO