SEPARATION AGREEMENT AND GENERAL RELEASE

1.  

Effect of WHEREAS Clauses : The “WHEREAS” clauses set forth above are expressly incorporated in and form part of the terms of this Agreement.

2.  

Resignation by Executive : Executive agrees to resign his employment and his position as President and Chief Executive Officer and a Director of the Board of Directors of the Company and all entities which control, are controlled by or under common control with the Company (“Affiliates”) or any other entity for which he is serving as an officer, director or similar position as part of his job duties with Company, on January 26, 2005 (the “Separation Date”), to become effective seven (7) days after the Execution of this Agreement. As of the Separation Date, the Executive shall no longer be an employee, officer, or director of the Company or any of its Affiliates, and all rights and obligations set forth in his Employment Agreement shall terminate.

3.  

Payment by the Company : The Company shall pay or provide the following amounts and benefits to the Executive:

A.  

Separation Pay : Upon the expiration of seven (7) days after the execution of this Agreement (the “Effective Date”), the Company shall pay the Executive Five Hundred Fifty Thousand Dollars ($550,000.00), less all required taxes and withholdings, as severance (the “Severance Payment”) and Thirty Thousand Dollars ($30,000.00) as reimbursement for attorneys fees incurred in resolving the issues between Executive and the Company (the “Attorneys’ Fees Payment”). Both payments shall be made no later than ten (10) days after Executive executes this Agreement.

B.  

Medical Benefits : Subject to any applicable deductibles or co-payments or contributions, the Company shall provide Executive with medical benefits under the Company’s Group Medical Plan, or the plan then in effect for similarly situated Executives, as amended from time to time, until the earlier of: (i) August 1, 2006; or (ii) the date on which the Executive obtains employment with a new employer

that offers medical coverage for the Executive, which does not exclude coverage for any pre-existing conditions (regardless of any deductible or co-payments or Executive contribution requirements for such medical coverage), and becomes eligible for such coverage (“New Coverage”). The Executive shall give the Company written notice of New Coverage and its effective date upon accepting employment with a new employer. The Executive acknowledges that the Executive’s COBRA period shall begin on the Separation Date and that the foregoing healthcare benefit coverage under the Company’s Group Medical Plan constitutes Company-paid COBRA.

C.  

Extended Medical Coverage : In the event Executive has not obtained any employment, including self-employment, by August 1, 2006, Executive shall be entitled to convert the then-current Company medical coverage to individual medical coverage, as provided by law. The Company will reimburse Executive for the cost of said coverage at its then-current COBRA rate until Executive obtains employment of any type, whether or not medical benefits are provided, but no later than January 31, 2008.

D.  

Automobile : Executive shall continue to have the use of the Company-paid automobile that the Company has provided him pursuant to the Employment Agreement for eighteen (18) months from the Separation Date or until the date on which the Executive obtains employment with a new employer that offers Executive the use of a substantially similar an automobile. Executive shall be responsible for the cost of insurance and maintenance. Executive shall return the automobile in the condition it was in on the Effective Date, subject to normal wear and tear.

E.  

S3I : Executive shall tender all of his stock in S3I on or before the Effective Date, and the Company will purchase same for Forty Thousand Dollars ($40,000.00). Payment will be made by the Company no later than ten (10) days after the Effective Date.

F.  

Company Stock : Executive shall tender all of his Company stock on or before the Effective Date and the Company will purchase same for Thirty Thousand Dollars ($30,000.00). Payment will be made by the Company no later than ten (10) days after the Effective Date.

G.  

Outplacement Services : The Company shall pay for Executive to participate in an outplacement service through DBM. The service shall be of a kind that DBM ordinarily provides and/or recommends to Chief Executive Officer-level clients, but at a cost to the Company of no more than Nine Thousand Dollars ($9,000.00).

H.  

Vacation : The Company shall pay Executive Fifty Thousand Dollars ($50,000.00), less all required taxes and withholdings, in full payment for all earned but unused vacation. Said payment shall be paid no later than ten (10) days after Executive executes this Agreement.

I.  

Taxes : All payments and other benefits under this Agreement shall be subject to all withholding and employment taxes consistent with the character of the payments in accordance with the law.

4.  

Confidential and Proprietary Information; Preservation of Trade Secrets :

A.  

Definition : As used herein, “Confidential and Proprietary Information” means any and all information, regardless of when received, concerning the Company and/or its affiliates, including but not limited to, the whole or any portion or phase of any development, engineering and manufacturing activity, scientific or technical information, design, process, procedure, formula, pattern, specification, drawing, compilation, program, device, method, technique, improvement, manufacturing standard, computer programs and data stored on computers, disks, or other media, files, general business information, plans, consultants’ reports, financial information, or listing of names, addresses, or telephone numbers, customer lists and other customer-related information, sales and marketing strategies, business relationships with Company clients and customers, and other information, and all forms of communications, whether or not marked or designated as “Confidential,” “Proprietary,” or the like, in any form, including but not limited to verbal, written, optical, electronic, physical demonstrations, in-person and/or telephone conversations, e-mail and other means of information transfer such as facility tours, regardless of whether such information is protected by applicable trade secret or similar laws. The term “Confidential and Proprietary Information” shall not include information which: (a) is or becomes generally available to the public other than as a result of the disclosure by Executive; or (b) becomes available to Executive from a source other than the Company or any of its directors, officers, executives, agents, affiliates, representatives, or advisors, provided that to best of the Executive’s knowledge after inquiry, such source is not bound by a confidentiality agreement with, or other legal or fiduciary or other obligation of secrecy or confidentiality to the Company with respect to such information.

B.  

Preservation of Confidential and Proprietary Information : Executive acknowledges and agrees that any Confidential and Proprietary Information is the sole and exclusive property of the Company. Executive shall preserve the secrecy and confidentiality of any Confidential and Proprietary Information that Executive acquired in the course and within the scope of Executive’s employment with the Company.

C.  

Misappropriation or Improper Disclosure : Executive shall not use, utilize, copy, misappropriate, improperly disclose, duplicate, or furnish to any person or entity not privileged to have it and without the Company’s prior written consent, any Confidential and Proprietary Information, either for Executive’s own benefit or for the benefit of any other individual or entity.

D.  

Disclosure Pursuant to Legal Process : If the Executive shall be required by subpoena or similar government order or other legal process (“Legal Process”) to disclose any Confidential and Proprietary Information, then the Executive shall

provide the Company with prompt written notice of such requirement and, upon request, cooperate with the Company in efforts to resist disclosure or to obtain a protective order or similar remedy. Subject to the foregoing, if any Confidential and Proprietary Information is required by Legal Process to be disclosed, then the Executive may disclose such Confidential Information, but shall not disclose any Confidential and Proprietary Information for a reasonable period of time, unless compelled under imminent threat of penalty, sanction, contempt citation or other violation of law, in order to allow the Company time to resist disclosure or to obtain a protective order or similar remedy. If the Executive discloses any Confidential and Proprietary Information, then the Executive shall disclose only that portion of the Confidential and Proprietary Information which is required by such Legal Process to be disclosed.

E.  

Reporting of Misappropriations : Before the signing of this Agreement, the Executive shall report to the Company any and all known or suspected misappropriations, or improper uses or disclosures of Confidential and Proprietary Information by any individual or entity.

F.  

Return of Confidential and Proprietary Information : Executive shall not remove from the Company any original or any copy of any document, record, disk, tape, paper, drawing, photograph or file, which contains or refers to any Confidential and Proprietary Information, or any other property belonging to the Company. In accordance with Section 5 below, Executive represents and warrants to the Company that as of the Effective Date, Executive does not directly possess or indirectly possess, via an Executive’s family member or otherwise, any Confidential and Proprietary Information in tangible form (including electronic computer files). Executive represents and warrants to the Company that as of the Effective Date, Executive did not destroy or delete Company data, except in the ordinary course of business and in accordance with the Company document retention policy. Executive shall be entitled to a copy of his contact lists, telephone lists, and his Outlook contacts file.

G.  

Developments and Inventions : Executive agrees that all ideas, inventions, discoveries, improvements, designs, methods, processes, and all other work product (collectively hereinafter referred to as “Work Product”) which Executive conceived or developed during the course and within the scope of Executive’s employment with the Company, shall be and remain the sole and exclusive property of the Company, whether or not patent applications or copyrights are filed thereon. Executive hereby assigns to the Company all rights, title, and interest in and to any and all such Work Product. On or before the Effective Date, Executive shall promptly disclose all such Work Product to the Company. Executive shall assist the Company at the Company’s expense, to the extent reasonably necessary, in protecting, securing and perfecting the Company’s ownership interest in any Work Product. Executive acknowledges and agrees that: (i) the financial compensation paid to Executive under this Agreement is full consideration for any Work Product, (ii) the Work Product shall not be subject to any further royalty or payment obligation by the Company, and (iii) all Work Product was work made for hire.

H.  

Survival : The provisions contained in this Section 4 shall survive this Agreement.

5.  

Return of Company Property : Except as set forth in Section 3C, on or before the Effective Date, the Executive shall return to the Company all property of the Company, including, but not limited to: a) property that contains or refers to Confidential and Proprietary Information property, and all such copies that are in Executive’s direct or indirect possession as of the Separation Date; b) other equipment provided to the Executive by the Company, excluding Executive’s laptop computer (provided all company data and software has been returned) and cell phone (provided Executive inactivates the cell phone number) both of which Executive may retain for his personal use; and c) any other property owned by the Company, including but not limited to computer passwords and other Information Technology data.

6.  

Non-Disparagement :

A.  

Executive represents that he has not and agrees that he will not in any way disparage the Company, or any Affiliate thereof, its or its Affiliates’ products, services and business practices, or its or its Affiliates’ current or former owners, directors, officers, executives, or agents, nor assist any other person, firm, or company in doing so, or make or solicit any comments, statements, or the like to the media or to others that may be considered derogatory or detrimental to the good name or business reputation of any of the aforementioned individuals or entities. Nothing in this paragraph shall be construed to limit in any way Executive’s right and duty to make good faith disclosures as may be required by law and any governmental agency or other governmental institution.

B.  

Responses to Reference Requests :

1.  

Executive agrees to refer all requests for references to Company’s Senior Vice President, Human Resources. All such inquiries shall be answered by the Chairman of the Board in the format attached hereto as Exhibit A.

2.  

In the event that any inquiries are made directly to the Chairman of the Board beyond the letter of reference, he shall respond that the letter contains as much detail as he is able to provide because of the Company’s policy against references.

3.  

All other inquiries to the owners or the CFO of the Company about Executive, whether formal or informal, will be directed to the Senior Vice President of Human Resources who will respond, as set forth herein above. The person making the inquiry will be told that it is the strict policy of the Company not to provide oral or written references. Neither the owners nor the CFO shall make any “off the