ATTACHMENTA

a)  

I hereby release and forever discharge the Company and each of its associates, owners, stockholders, affiliates, divisions, subsidiaries, predecessors, successors, heirs, assigns, agents, directors, officers, partners, employees, representatives, and insurers (collectively, the “Company Releasees”) of and from any and all manner of action or actions, cause or causes of actions, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which I now have or may have against the Company or any Company Releasee to the extent acting by, through, under or in concert with the Company, by reason of any matter, cause or thing whatsoever from the beginning of time to the Effective Date.  The claims released herein include, without limitation, claims arising out of, based upon, or relating to the hire, employment, remuneration or termination of my employment and any claims constituting, arising out of, based upon, or relating to any tort theory, any express or implied contract, Title VII of the Civil Rights Act of 1964, the Civil Rights of 1866, the Civil Rights Act of 1991, the Age Discrimination in Employment Act (29 U.S.C. §§621 et seq.), the Equal Pay Act, the Fair Labor Standards Act,  the Consolidated Omnibus Budget Reconciliation Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Americans with Disabilities Act, and any other local, state or federal law governing the employment relationship.  Notwithstanding anything herein to the contrary, nothing herein or otherwise shall release the Company from any claims, rights or damages that I may have:  (i) under the Agreement, this Release, or the Company Release (if any); (ii) as a stockholder in the Company; or (iii) that may not be released or waived as a matter of law.

b)  

I expressly acknowledge, agree and recite that (i) the release and waiver set forth in subsection 1(a) above are written in a manner I understand; (ii) in executing this Release, I am not waiving rights or claims that may arise after the date that this Release becomes effective; (iii) I am waiving rights or claims only in exchange for consideration in addition to anything to which I am otherwise entitled; (iv) I have entered into and executed this Release knowingly and voluntarily; (v) I have read and understand this Release in its entirety; and (vi) I have not been forced to sign this Release by any employee or agent of Employer.

c)  

I represent and warrant that there has been no assignment or other transfer of any interest in any claims released hereunder, and I agree to indemnify and hold the Company Releasees harmless from any liability, claims, demands, damages, reasonable costs, reasonable expenses and reasonable attorney’s fees incurred by the Company Releasees as a result of any person asserting any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Company Releasees against me under this indemnity.

d)  

I agree that, except for claims made to or brought by the Equal Employment Opportunity Commission (“EEOC”), if I hereafter commence, join in, or in any manner seek relief through any suit arising out of, based upon or relating to any of the claims released hereunder, or in any manner assert against the Company Releasees any of the claims released hereunder, I shall pay to the Company Releasees in addition to any other damages caused to the Company Releasees thereby, all reasonable attorneys fees incurred by the Company Releasees in defending or otherwise responding to said suit or claim.

e)  

It is my intention that my execution of this Release will forever bar every claim, demand, cause of action, charge and grievance released above.

2.  

Assumption of Risk. Each of the parties fully understands that if any fact with respect to any matter covered by this Release is found hereafter to be other than, or different from, the facts now believed by any of the parties to be true, each of the parties expressly accepts and assumes the risk of such possible difference in fact and agrees that the release provisions hereof shall be and remain effective notwithstanding any such difference in fact.

3.  

No Pending Actions.  I represent that I do not presently have on file any complaint, charge or claim (civil, administrative or criminal) against the Company in any court or administrative forum, or before any governmental agency or entity.  I represent that I will not hereafter file any complaints, charges or claims (civil, administrative or criminal) against the Company with any administrative, state, federal or other governmental entity, agency, board or court (except the EEOC) with respect to the claims released in Section 1 above.

4.  

Proprietary and Privileged Information.  I agree and acknowledge that during the course of my employment with Company, I received confidential and/or proprietary information relating to, without limitation, Company and its subsidiaries’ and affiliates’ business and marketing strategies, finances, benefit plans, systems, products and employees.  I agree on the date upon which I sign this Release to return to the Company any and all documents, papers and material (including any of the same stored on electronic media such as diskettes or tapes) containing such confidential and/or proprietary information which has not theretofore been returned to the Company.  I further agree that, following my signing of this Release and for so long thereafter as such information is not in the public domain through no fault of mine, I will not use or disclose any such confidential and/or proprietary information, either directly or indirectly, to or for the benefit of any other person, firm or corporation.  The provisions of this Section 4 supplement, but do not replace, my legal and other contractual obligations (if any) relating to confidential Company information.

5.  

No Admission of Liability.  I understand and agree that neither the execution of this Release nor the performance of any term hereof shall constitute or be construed as an admission of any liability whatsoever by either the Company or me, as both the Company and I have consistently taken the position that it/I have no liability whatsoever to the other.

6.  

Confidentiality.  The terms and conditions of this Release shall be kept confidential by the Company as well as by me; provided, that it shall not be a breach of this Release for me to present this Release under seal to any court called upon to enforce it, and, so long as such disclosure is accompanied by a warning that the recipient must keep the information confidential, it also shall not be a breach of this Release for me to disclose any part of this Release or the information contained herein to a member of my immediate family or to my legal counsel or tax or financial advisor(s); provided further, that it shall not be a breach of this Release for me to comply with a valid court order or subpoena requiring the disclosure of any information about this Release, or as otherwise required by law.

7.  

Arbitration.  The parties hereby agree to submit any claim or dispute arising out of the terms of the Agreement or this Release or the Company Release (as defined in the Agreement and if any) to private and confidential arbitration by a single neutral arbitrator.  Subject to the terms of this paragraph, the arbitration proceedings shall be governed by the then current Rules of the American Arbitration Association (“AAA”) and shall be conducted in Washington, D.C., or such other location upon which Company and I agree.  The arbitrator shall be appointed by agreement of the Company and me or, if no agreement can be reached within two weeks of the matter’s first submission to the AAA, by the AAA pursuant to its Rules.  The decision of the arbitrator shall be final and binding on the Company and me, and judgment thereon may be entered in any court having jurisdiction.  All costs of the arbitration proceeding, including reasonable attorneys’ fees and witness expenses, shall be paid by the party against whom the arbitrator rules.  This arbitration procedure is intended to be the exclusive method of resolving any claim for breach of the Agreement or this Release or the Company Release; provided, however, that nothing in this Section 7 shall prohibit either the Company or me from requesting a court of law to issue any injunction to prohibit future breaches of Section 4 or any obligation referred to in the last sentence of Section 4.  This Release, the Agreement, and the Company Release shall be governed by, and construed in accordance with, the laws of the District of Columbia (excluding the choice of law rules thereof).

8.  

Attorneys’ Fees.  If the Company or I bring an action or proceeding for breach of the Agreement, this Release, or the Company Release or to enforce its or my rights hereunder or thereunder, the prevailing party shall be entitled to recover its costs and expenses, including court and/or arbitration costs and reasonable attorneys’ fees, if any, incurred in connection with such action.

9.  

Return of Employer Property.  I represent that I have returned to the Company all Company products, samples, equipment, parts, inventory, manuals, technical information and other Company materials in my possession or under my control, except those with respect to which I have made arrangements with the Company to pick up or otherwise deliver to the Company and except as otherwise provided in the Agreement.  Company’s receipt of all such items which I am obligated to return is a condition of its obligation to provide me the benefits described in Section 3 of the Agreement.

10.  

Construction of Agreement and Release.  The Agreement, this Release, and the Company Release shall be construed as a whole in accordance with their fair meaning and in accordance with the laws of the District of Columbia.  Neither the language of the Agreement nor that of this Release or the Company Release shall be construed for or against any particular party.  Each and every covenant, term, provision and agreement herein contained shall be binding upon and inure to the benefit of the successors and assigns of the parties hereto.  The headings used herein and in the Agreement and the Company Release are for reference only and shall not affect the construction of any of them.

11.  

Sole Agreement.  The Agreement, this Release, the obligations referred to in the last sentence of Section 4 above (if any), and the Company Release (if any) represent the sole and entire agreement between the parties and supersede all prior agreements, negotiations and discussions between the parties and/or their respective counsel with respect to the subject matters covered hereby.

12.  

Severability.  In the event that any one or more of the provisions contained in the Agreement, this Release, and the Company Release shall, for any reason, by held to be invalid, void, illegal or unenforceable in any respect, such invalidity, voidness, illegality or lack of enforceability shall not affect any other provision of the Agreement or this Release or the Company Release, as the case may be, and the remaining portions shall remain in full force and effect.

13.  

Amendment to Agreement.

a)  

Any amendment or modification of the Agreement or this Release or the Company Release must be made in a writing signed by me and a duly authorized representative of the Company and stating the intent of both parties to amend the Agreement or the Release or the Company Release, as applicable.

b)  

Notices.  All notices, requests, demands and other communications hereunder must be in writing, marked “Personal and Confidential,” and shall be deemed to have been given if delivered by hand or mailed by first class, postage and registry fees prepaid, and addressed as follows:

 

(2)

If to Company:

Attn:  Chief Financial Officer

14.  

Revocation; Effectiveness.  I understand that I have the right to revoke this Release within seven (7) calendar days after I sign it.  This Release will become effective and enforceable only after I have signed it and upon expiration of the seven-day revocation period with no revocation taking place (the “Effective Date”).  I understand that if I desire to revoke this Release, I must give actual, written notice of revocation to the above person at the above address before the seven-day revocation period expires.

1.

Release of Known and Unknown Claims by the Company.

a)  

The Company hereby releases and forever discharges Employee and each of her immediate family members, heirs, executors, administrators, successors, assigns, agents, and attorneys (collectively, the “Employee Releasees”) of and from any and all manner of action or actions, cause or causes of actions, in law or in equity, suits, debts, liens, contracts, agreements, promises, liabilities, claims, demands, damages, loss, cost or expense, of any nature whatsoever, known or unknown, fixed or contingent, which Company now has or may have against the Employee or any Employee Releasee to the extent acting by, through, under or in concert with the Employee, by reason of any matter, cause or thing whatsoever from the beginning of time through the date on which the Company signs the Company Release.  The claims released herein include, without limitation, claims arising out of, based upon, or relating to the hire, employment, remuneration or termination of the Employee’s employment and any claims constituting, arising out of, based upon, or relating to any tort theory, any express or implied contract, and any local, state or federal law governing the employment relationship.  Notwithstanding anything herein to the contrary, nothing herein shall release the Employee from any claims, rights or damages that the Company may have:  (i) under the Agreement, the Release, and this Company Release; (ii) with respect to any act that is determined to be a criminal act under any federal, state or local law committed or perpetuated by the Employee during the course of her employment with the Company (including any criminal act of fraud, misappropriation of funds or embezzlement); or (iii) that may not be released or waived as a matter of law.

b)  

The Company expressly acknowledges, agrees and recites that (i) the release and waiver set forth in subsection 1(a) above are written in a manner it understands; (ii) in executing this Company Release, it is not waiving rights or claims that may arise after the date on which it executes this Company Release; (iii) it is waiving rights or claims only in exchange for consideration in addition to anything to which it is otherwise entitled; (iv) it has entered into and executed this Company Release knowingly and voluntarily; (v) it has read and understands this Company Release in its entirety; and (vi) it has not been forced to sign this Company Release by Employee.

c)  

The Company represents and warrants that there has been no assignment or other transfer of any interest in any claims released hereunder, and the Company agrees to indemnify and hold the Employee Releasees harmless from any liability, claims, demands, damages, reasonable costs, reasonable expenses and reasonable attorney’s fees incurred by the Employee Releasees as a result of any person asserting any such assignment or transfer.  It is the intention of the parties that this indemnity does not require payment as a condition precedent to recovery by the Employee Releasees against the Company under this indemnity.

d)  

The Company agrees that, if the Company hereafter commences, joins in, or in any manner seeks relief through any suit arising out of, based upon or relating to any of the claims released hereunder, or in any manner asserts against the Employee Releasees any of the claims released hereunder, the Company shall pay to the Employee Releasees in addition to any other damages caused to the Employee Releasees thereby, all reasonable attorney fees incurred by the Employee Releasees in defending or otherwise responding to said suit or claim.

e)  

It is the Company’s intention that its execution of this Company Release will forever bar every claim, demand, cause of action, charge and grievance released above.

2.

Assumption of Risk. Each of the parties fully understands that if any fact with respect to any matter covered by this Company Release is found hereafter to be other than, or different from, the facts now believed by any of the parties to be true, each of the parties expressly accepts and assumes the risk of such possible difference in fact and agrees that the release provisions hereof shall be and remain effective notwithstanding any such difference in fact.

3.

No Pending Actions.  The Company represents that it does not presently have on file any complaint, charge or claim (civil, administrative or criminal) against the Employee in any court or administrative forum, or before any governmental agency or entity.  The Company represents that it will not hereafter file any complaints, charges or claims (civil, administrative or criminal) against the Employee with any administrative, state, federal or other governmental entity, agency, board or court with respect to the claims released in Section 1 above.

4.

No Admission of Liability.  The Company understands and agrees that neither the execution of this Company Release nor the performance of any term hereof shall constitute or be construed as an admission of any liability whatsoever by either the Company or the Employee, as both the Company and the Employee have consistently taken the position that it/she has no liability whatsoever to the other.