SEPARATION AGREEMENT, INCLUDING RELEASE AND WAIVER OF CLAIMS

1.

This Agreement replaces and supersedes in all respects any Employment Agreement, if applicable, which will be of no further force and effect. This Agreement does not affect the amount of your vested benefits under any other employee benefit plan, such as the 401(k) plan, in which you were a participant and does not replace agreements, if any, related to the stock options and restricted stock held by you. The Confidentiality of Information and Non-Disclosure Policy to which you are a party remains in effect.

2.

Your last day of active employment with the Company will be March 17, 2009. You will be paid for all unpaid vacation accrued and prorated through March 17, 2009. You will also receive payment for all unused “carry over” vacation time up to a maximum of 5 days, per the Company policy.

3.

In consideration for your agreement to this Agreement, including but not limited to the release and waiver included in paragraph 5 and the noncompete, nonsolicitation, and confidentiality restrictions contained in paragraphs 10 and 11 below, and in lieu of any other Company post-termination payments or benefits, you will receive only the benefits outlined below. Additionally, you agree that through and including April 17, 2009, you will make yourself reasonably available to answer questions related to transition of your duties, it being understood that such availability is not intended to rise to the level of consulting or employment services.

and agree that your receipt of the benefits described in section 4(a) of this Agreement is contingent upon you immediately notifying Sandy Schleusener at 60 Corporate Woods, Rochester, New York, 14623, (585) 214-7434, that you have become employed or have begun to perform work for which you are eligible to receive health insurance benefits.

c.

If you are a participant in the Company’s 401(k) plan, you will not be eligible to continue your contributions after March 17, 2009 and the Company will make no further matching contributions. Should you have a loan with the 401(k) plan, you may either (i) pay off the loan balance immediately, or (ii) pay off the loan within the 90 days after March 17, 2009. Should you not pay off the loan, the outstanding loan will be treated as a distribution from the plan and may be subject to income taxes and penalties.

d.

For purposes of accruing 401(k) benefits, vacation, or other employee benefits, your last day of work shall be deemed March 17, 2009. You will not accrue seniority or other benefits during any period of salary continuation.

e.

The Company has coordinated career transition services to be available to assist you during your job search. We will assist you with resume writing, interviewing skills, networking strategies and local outplacement. You must contact the service provider and begin using the services within sixty (60) days from March 17, 2009 to remain eligible for this benefit.

f.

Any existing stock option and restricted stock agreements between you and the Company remain in effect. However, effective March 17, 2009 all vesting of Company stock options and restricted stock held by you will cease. Failure to exercise vested options within 60 days of your separation date will result in forfeiture of all or any portion of stock options not exercised.

All vested restricted stock from previous grants has been transferred to your personal brokerage account in accordance with your instructions.

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a release of any rights or claims he/she may have under the Americans with Disabilities Act (“ADA”), which prohibits discrimination on the basis of disability;

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the Age Discrimination in Employment Act (“ADEA”), which prohibits age discrimination in employment;

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the Older Worker’s Benefit Protection Act;

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Title VII of the Civil Rights Act of 1964, as amended, which prohibits retaliation and discrimination in employment based on race, color, national origin, religion or sex;

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the Family and Medical Leave Act;

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the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended;

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the Fair Labor Standards Act (“FLSA”);

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the New York Human Rights Law (“NYHRL”);

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the New York Executive Law;

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the New York Labor Law;

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any other federal, state or local law or regulation prohibiting employment discrimination;

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claims for wrongful discharge, whether based on claimed violations of statute or based on claims in contract or tort, common law or equity;

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claims for failure to pay wages due or other moneys owed (including claims for unpaid vacation pay);

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claims of fraud, misrepresentation, defamation, interference with prospective economic advantage;

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claims of intentional or negligent infliction of emotional distress; and

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claimed violations of any other federal, state, civil or human rights law, or any other alleged violation of any local, state or federal law, regulation or ordinance, and/or public policy, contract, or tort, or common law having any bearing whatsoever on the terms and conditions and/or cessation of employment with the Company, including but not limited to, any allegations for costs, fees or other expenses, including attorneys’ fees, incurred in these matters which you ever had, now have, or may have as of the date you execute this release.