Separation Agreement dated August 15, 2005, by and between Arthur J. Padovese and River Hills

SEPARATION AGREEMENT

     THIS SEPARATION AGREEMENT (this “Agreement”) is made and entered into by and between Arthur J. Padovese, a resident of Minnesota (“Executive”), and River Hills Wilsons, Inc., a Minnesota corporation (the “Company”).

BACKGROUND

     A. Executive was employed by the Company, most recently as its Vice President, Store Sales.

     B. Executive and the Company have mutually agreed to terminate their employment relationship, on the terms and conditions set forth in this Agreement.

     C. The parties are concluding their employment relationship amicably, but mutually recognize that such a relationship and its termination may give rise to potential claims or liabilities.

     D. The parties expressly deny that they may be liable to each other on any basis or that they have engaged in any unlawful or improper conduct toward each other or treated each other unfairly.

     E. The parties desire to resolve all issues now between them and have agreed to a full settlement of such issues.

     NOW THEREFORE, in consideration of the mutual promises and provisions contained in this Agreement and the Release referred to below, the parties, intending to be legally bound, agree as follows:

AGREEMENTS

     1. Resignation. Executive confirms his resignation of all positions held by him as an employee or officer of the Company or any Affiliate of the Company, effective

October 1, 2005 (the “Separation Date”). From the date of this Agreement through October 1, 2005, Executive shall have no further duties, responsibilities or authority to act for the Company or any Affiliate, except to assist as requested by the Company’s Chief Executive Officer in the transition of his responsibilities as Vice President, Store Sales, or as requested pursuant to paragraph 8 below. For purposes of this Agreement, “Affiliate” shall mean any entity related to the Company in the present or past, including without limitation its predecessors, parent (Wilsons The Leather Experts Inc.), subsidiaries, joint venture partners, and any entities under common control with the Company, and any successors of any of them.

     2. Final Pay/Benefits Continuation. Executive shall be paid his base salary and any accrued and unused vacation time through the Separation Date, in accordance with the regular payroll practices of the Company. Executive will have the right to continue his group health, dental and vision insurance coverage after the Separation Date under such terms as are made available to similarly-situated former employees of the Company, pursuant to the terms of the applicable plan documents and laws regarding continuation coverage. Except as provided in subparagraph 5.c. of this Agreement, such continuation coverage shall be at Executive’s own expense. To the extent that Executive is currently a participant in any retirement, pension, or profit sharing plans of the Company, Executive will be entitled to his rights and benefits under these plans at the times and under the terms and conditions set forth in any such plan.

     3. Expense Reimbursement. The Company will reimburse Executive for his regular and necessary business expenses incurred through the Separation Date in accordance

with the Company’s regular policies and practices. Executive will submit all requests for reimbursement to the Company no later than October 1, 2005.

     4. Release by Executive. At the same time that Executive executes this Agreement, he shall execute a Release in the form attached to this Agreement as Exhibit A (the “Release”). This Agreement will not be interpreted or construed to limit the Release in any manner.

     5. Severance Arrangements. The Company will make the severance payments set forth in subparagraphs 5.a., 5.b. and 5.c. below in lieu of any further payments or compensation that Executive would otherwise be entitled to receive under any other agreement with the Company or any Affiliate or as an employee of the Company. The Company will make such payments only if (i) Executive has signed this Agreement and the Release and has not rescinded this Agreement or the Release within the rescission period set forth in paragraph 21 below (the “Rescission Period”), (ii) the Company has received written confirmation from Executive, dated not earlier than the day after the expiration of the Rescission Period, that Executive has not rescinded and will not rescind this Agreement or the Release, and (iii) Executive has not breached his obligations pursuant to this Agreement or the Release.

          a. Salary Continuation. The Company shall pay Executive as salary continuation an amount equal to Executive’s base salary as of the Separation Date for a period of up to twelve (12) months. Payment will be made in accordance with the Company’s regular payroll schedule for the period commencing October 2, 2005 and continuing on the Company’s regular bi-weekly payroll dates through October 1, 2006; provided, however, that if the Rescission Period has not expired prior to October 2, 2005,

then the Company shall delay any payments hereunder until expiration of the Rescission Period. If during the period commencing on the Separation Date and ending on the first anniversary of the Separation Date, Executive obtains other full-time employment with any other employer, or if Executive’s gross earnings from employment or self-employment during such period exceed $10,000 per month, then the Company shall deduct from any salary continuation payable under this subparagraph 5.a. all amounts earned by Executive as income as a result of such self-employment or employment.

          b. Incentive Compensation. The Company shall pay to Executive a pro rata portion equal to two-thirds (2/3) of any annual incentive award that would have been payable to him for the Company’s fiscal year ending January 28, 2006 if Executive had been in the employ of the Company for the full fiscal year. Any such amount shall be calculated pursuant to the Wilsons Leather Corporate Leadership Team Incentive Plan in effect for executives of the Company for such fiscal year (the “2005 Incentive Plan”) and shall be multiplied by two-thirds. The Company agrees that the provisions of Section B.4.c. of the 2005 Incentive Plan shall not apply to calculation of Executive’s incentive award payable hereunder. Executive acknowledges that any incentive award payment is contingent upon the Company meeting certain financial performance criteria and that there is no guarantee of any incentive award to Executive. Any incentive award payable under this paragraph shall be paid on the same date and in the same manner that incentive awards for such fiscal year are paid to the other participants in the 2005 Incentive Plan, based upon actual Company performance of specified criteria under the 2005 Incentive Plan.

          c. Health Insurance. If Executive elects to continue his group health, dental and/or vision insurances under the terms of paragraph 2 above and the terms of the

applicable plans, Executive shall complete all paperwork necessary to carry out such election effective November 1, 2005, as specified by the Company or its agents in accordance with the applicable plans. Upon such election by Executive, the Company shall pay on Executive’s behalf a portion of the cost of the premiums that he is required to pay to maintain such continuation coverage for a period of up to twelve (12) months following the Separation Date, or, if earlier, until such continuation coverage ceases in accordance with the terms and conditions of the applicable plans and laws. The premium portion to be paid by the Company shall be equal to the portion of the health, dental and/or vision insurance premiums that would be paid by the Company if Executive was an employee of the Company, at the same level of coverage that was in effect on the Separation Date. The Company shall deduct Executive’s portion of such premiums from payments to Executive pursuant to subparagraph 5.a., provided, however, if payments owed to Executive pursuant to subparagraph 5.a. are not sufficient to cover Executive’s portion of the premiums, Executive shall pay such portion to the Company in accordance with the requirements of continuation coverage.

     d. Disclosure. Executive shall promptly and fully disclose to the Company in writing (i) the nature and amount of any gross income in excess of $10,000 per month earned by Executive from self-employment or employment with any other employer following the Separation Date and continuing until the first anniversary of the Separation Date as described in subparagraph 5.a. above, and (ii) whether he has become eligible for group health, dental and/or vision insurance coverage from any other employer. At the Company’s request, Executive will provide the Company with documentation of such earnings, including without limitation form W-2s and form 1099s. Executive shall repay any

amounts to the Company that should have been so mitigated or reduced but for Executive’s delay, failure, or unwillingness to make such disclosures.

     6. Equity.

          a. Stock Options. Executive acknowledges and agrees that the options listed in this paragraph below are Executive’s only options to purchase shares of the common stock of the Company’s parent, Wilsons The Leather Experts Inc., and that such options are exercisable only to the extent reflected in the “Amount Exercisable” column below. Executive further agrees and acknowledges that all of the options to purchase common stock of Wilsons The Leather Experts Inc. will expire and cease to be outstanding on the dates listed in the “Expiration Date” column below, unless previously exercised in accordance with the terms of the applicable Stock Option Agreement and plan.

								Amount
Plan		Date of Grant		Exercise Price		Number of Shares		Exercisable		Expiration Date
1996 Plan		11/16/2000		$14.625		21,000		21,000		12/30/05
2000 Plan		03/19/2003		4.000		15,000		15,000		12/30/05
1996 Plan		03/17/2004		2.900		12,000		12,000		12/30/05

          b. Restricted Stock. The Company and Executive acknowledge and agree that all restricted stock awards granted to Executive during his employment with the Company are fully vested.

     7. Confidential Information. Except as permitted by an officer of the Company, Executive shall not at any time divulge, furnish or make accessible to anyone or use in any way other than in the ordinary course of the business of the Company, any confidential, proprietary or secret knowledge or information of the Company or any of its Affiliates that Executive has acquired or will acquire about the Company or any of its

Affiliates, whether developed by himself or by others, concerning (i) any trade secrets, (ii) any confidential, proprietary or secret designs, processes, formulae, plans, devices or material (whether or not patented or patentable) directly or indirectly useful in any aspect of the business of the Company or any of its Affiliates, (iii) any customer or supplier lists, (iv) any confidential, proprietary or secret development or research work, (v) any strategic or other business, marketing or sales plans, (vi) any financial data or plans, or (vii) any other confidential or proprietary information or secret aspects of the business of the Company or any of its Affiliates. Executive acknowledges that the above-described knowledge and information constitutes a unique and valuable asset of the Company and its Affiliates and represents a substantial investment of time and expense by the Company and its Affiliates, and that any disclosure or other use of such knowledge or information other than for the sole benefit of the Company and its Affiliates would be wrongful and would cause irreparable harm to the Company. Executive will refrain from any acts or omissions that would reduce the value of such knowledge or information to the Company. The foregoing obligations of confidentiality shall not apply to any knowledge or information that (i) is now or subsequently becomes generally publicly known in the form in which it was obtained from the Company or any of its Affiliates, other than as a direct or indirect result of the breach of this Agreement by Executive, (ii) is independently made available to Executive in good faith by a third party who has not violated a confidential relationship with the Company or any of its Affiliates, or (iii) is required to be disclosed by law or legal process. Executive understands and agrees that his obligations under this Agreement to maintain the confidentiality of the confidential information are in addition to any obligations of Executive under applicable statutory or common law.

     8. Cooperation. At the Company’s reasonable request and upon reasonable notice, Executive will, during the period Executive is receiving severance benefits pursuant to paragraph 5, without further consideration but at no expense to Executive, timely execute and deliver such acknowledgements, instruments, certificates, and other ministerial documents (including without limitation, certification as to specific actions performed by Executive in his capacity for the Company or any of its Affiliates) as may be necessary or appropriate to formalize and complete the Company’s or any Affiliate’s corporate records; provided, however, that nothing in this paragraph 8 will require Executive to take any action that he reasonably believes to be unlawful or unethical or to make any inaccurate statement of actual facts. In addition, at the Company’s reasonable request and upon reasonable notice, Executive will, during the time the Company is making salary continuation payments to him under paragraph 5 above and without further consideration, discuss and consult with the Company regarding business matters that he was directly and substantially involved with while employed by the Company.

     9. Claims Involving the Company. Executive will not recommend or suggest to any potential claimants or plaintiffs or their attorneys or agents that they initiate claims or lawsuits against the Company, any of its Affiliates, or any of its or their directors, officers, employees, or agents, nor will Executive voluntarily aid, assist, or cooperate with any claimants or plaintiffs or their attorneys or agents in any claims or lawsuits now pending or commenced in the future against the Company, any of its Affiliates, or any of its or their directors, officers, employees, or agents; provided, however, that this paragraph 9 will not be interpreted or construed to prevent Executive from giving testimony in response to questions asked pursuant to a legally enforceable subpoena, deposition notice, or other legal process,

during any legal proceedings or arbitrations involving the Company, any of its Affiliates, or any of its or their directors, officers, employees, or agents.

     10. Records, Documents, and Property. On or before the Separation Date, Executive will deliver to the Company any and all Company or Affiliate records and any and all Company or Affiliate property in his possession or under his control, including without limitation, manuals, books, blank forms, documents, letters, memoranda, notes, notebooks, reports, printouts, computer disks, computer tapes, data, tables, or calculations and all copies thereof, documents that in whole or in part contain any trade secrets or confidential, proprietary, or other secret information of the Company or of any of its Affiliates, and all copies thereof, and keys, access cards, access codes, source codes, passwords, credit cards, personal computers, telephones, and other electronic equipment belonging to the Company or any of its Affiliates.

     11. Indemnification. Notwithstanding Executive’s separation from the Company, with respect to events that occurred during his tenure as an employee or officer of the Company, Executive will be entitled, as a former employee or officer of the Company, to the same rights that are afforded to other current or former employees or officers of the Company, now or in the future, to indemnification and advancement of expenses as provided in the charter documents of the Company and under applicable law, and to indemnification and a legal defense to the extent provided from time to time to current officers by any applicable general liability and/or directors’ and officers’ liability insurance policies maintained by the Company.

     12. Confidentiality.

          a. General Standard. It is understood and agreed that this Agreement and summaries thereof may be disclosed in filings with the Securities and Exchange Commission and summarized in proxy statements disseminated to shareholders of Wilsons The Leather Experts, Inc. Notwithstanding such public filings, in order to minimize disruption and distraction from on-going business operations, it is the intent of the parties that the terms of Executive’s separation from the Company, including the provisions of this Agreement and the Release (collectively “Confidential Separation Information”), will be forever treated as confidential. Accordingly, except as provided in subparagraph 12.b. below, Executive will not disclose Confidential Separation Information to anyone at any time and will not comment on Confidential Separation Information if asked about it by employees or former employees of the Company. Confidential Separation Information does not include the fact that Executive resigned his employment with the Company or the compensation and benefits he was receiving in connection with his employment with the Company immediately prior to the Separation Date.

          b. Exceptions.

	i.		It will not be a violation of this Agreement for Executive to disclose Confidential Separation Information in reports to governmental agencies as required by law, including, but not limited to, any federal or state tax authority.
	ii.		It will not be a violation of this Agreement for Executive to disclose Confidential Separation Information to his wife, his immediate family, his attorneys, his accountants or tax advisors.
	iii.		It will not be a violation of this Agreement for Executive to disclose Confidential Separation Information in connection with any litigation proceeding involving the parties’ rights or obligations under this Agreement or the Release.

iv.

It will not be a violation of this Agreement for Executive to disclose Confidential Separation Information in the course of any job search, in response to questions from prospective employers about Executive’s departure from the Company or the terms of his departure.

     13. Full Compensation. Executive understands that the payments made and other consideration provided by the Company under this Agreement will fully compensate Executive for and extinguish any and all of the potential claims Executive is releasing in the Release, including without limitation, his claims for attorneys’ fees and costs and any and all claims for any type of legal or equitable relief.

     14. Withholding of Taxes. The Company shall withhold from payments and benefits hereunder income and employment taxes and other amounts to the extent required by law. If there is any dispute over the taxation of any such payment or benefit, the Company and Executive will cause their respective tax advisors to cooperate in an effort to resolve such dispute.

     15. No Admission of Wrongdoing. Executive understands that this Agreement does not constitute an admission that the Company, any of its Affiliates, or any of its or their directors, officers, employees, or agents has violated any local ordinance, state or federal statute, or principle of common law, or that the Company, any of its Affiliates, or any of its or their directors, officers, employees, or agents has engaged in any unlawful or improper conduct toward Executive. Executive will not characterize this Agreement or the payment of any money or other consideration in accordance with this Agreement as an admission that the Company or any of its Affiliates has engaged in any unlawful or improper conduct toward him or treated him unfairly.

     16. Authority. Executive represents and warrants that he has the authority to enter into this Agreement and the Release, and that no causes of action, claims, or demands released pursuant to this Agreement and the Release have been assigned to any person or entity not a party to this Agreement and the Release.

     17. Legal Representation. Executive acknowledges that he has been advised by the Company to consult with his own attorney before executing this Agreement and the Release, that he has had a full opportunity to consider this Agreement and the Release, that he has had a full opportunity to ask any questions that he may have concerning this Agreement, the Release, or the settlement of his potential claims against the Company and others, and that he has not relied upon any statements or representations made by the Company, its Affiliates or its or their attorneys, written or oral, other than the statements and representations that are explicitly set forth in this Agreement, the Release, and any qualified employee benefit plans sponsored by the Company in which Executive is a participant.

     18. Assignment. This Agreement shall not be assignable, in whole or in part, by Executive without the prior written consent of the Company. The Company may, without the consent of Executive, assign its rights and obligations under this Agreement. In the event of Executive’s death prior to October 1, 2006, any remaining payments to Executive pursuant to subparagraphs 5.a. and 5.b. of this Agreement shall be payable to Executive’s estate, and any health, dental and/or vision benefits provided pursuant to subparagraph 5.c. of this Agreement shall be continued for Executive’s dependents, each in accordance with the terms and conditions of the applicable subparagraphs.

     19. Entire Agreement. This Agreement, the Release, the Stock Option Agreements, and any qualified employee benefit plans sponsored by the Company in which

Executive is a participant are intended to define the full extent of the legally enforceable undertakings of the parties, and no promises or representations, written or oral, that are not set forth explicitly in this Agreement, the Release, the Stock Option Agreements, or any qualified employee benefit plans sponsored by the Company in which Executive is a participant are intended by either party to be legally binding. All other agreements and understandings between Executive and the Company or any of its Affiliates are hereby cancelled, terminated, and superseded.

     20. Period to Consider the Release and the Agreement. Executive understands that he has 21 days to consider whether to sign this Agreement and the Release. If Executive signs this Agreement and the Release before the end of the 21-day period, it will be his voluntary decision to do so because he has decided he does not need any additional time to decide whether to sign this Agreement and the Release.

     21. Right to Rescind or Revoke. Executive understands that he has the right to rescind or revoke this Agreement and the Release for any reason within fifteen (15) calendar days after he signs them. Executive understands that this Agreement will not become effective or enforceable unless and until he has not rescinded this Agreement or the Release and the Rescission Period has expired. Executive understands that if he wishes to rescind, the rescission must be in writing and hand-delivered or mailed to the Company. If hand-delivered, the rescission must be (a) addressed to Betty Goff, Vice President Human Resources, 7401 Boone Avenue North, Brooklyn Park, Minnesota 55428, and (b) delivered to Betty Goff within the fifteen-day period. If mailed, the rescission must be (a) postmarked within the fifteen-day period and (b) addressed to Betty Goff at the address in the preceding sentence.

     22. Headings. The descriptive headings of the paragraphs and subparagraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

     23. Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

     24. Governing Law. This Agreement and the Release will be interpreted and construed in accordance with, and any dispute or controversy arising from any breach or asserted breach of this Agreement or the Release will be governed by, the laws of the State of Minnesota.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date stated below.

Dated:  August 15, 2005		/s/ ARTHUR J. PADOVESE
		ARTHUR J. PADOVESE
Dated:  August 15, 2005		RIVER HILLS WILSONS, INC.
		BY:		/s/ MICHAEL M. SEARLES
				Michael M. Searles
				Its Chief Executive Officer

RELEASE BY ARTHUR J. PADOVESE

Definitions. I intend all words used in this Release to have their plain meanings in ordinary English. Specific terms that I use in this Release have the following meanings:

	A.		I, me, and my include both me and anyone who has or obtains any legal rights or claims through me.
	B.		Wilsons means River Hills Wilsons, Inc., Wilson The Leather Experts Inc., any company related to River Hills Wilsons, Inc. or Wilson The Leather Experts Inc. in the present or past (including without limitation any of their predecessors, parents, subsidiaries, affiliates, and joint venture partners), and any successors of River Hills Wilsons, Inc. or Wilson The Leather Experts Inc.
	C.		Company means Wilsons; the present and past officers, directors, committees, and employees of Wilsons; any company providing insurance to Wilsons in the present or past; the present and past fiduciaries of any employee benefit plan sponsored or maintained by Wilsons (other than multiemployer plans); the attorneys for Wilsons; and anyone who acted on behalf of Wilsons or on instructions from Wilsons.
	D.		Agreement means the Separation Agreement between Wilsons and me that I have executed on the same date as I am executing this Release, including all of the documents attached to the Agreement.
	E.		My Claims mean all of my rights that I now have to any relief of any kind from the Company, whether or not I now know about those rights, including without limitation:

	1.		all claims arising out of or relating to my employment with Wilsons or the termination of that employment;
	2.		all claims arising out of or relating to the statements, actions, or omissions of the Company;
	3.		all claims for any alleged unlawful discrimination, harassment, retaliation or reprisal, or other alleged unlawful practices arising under any federal, state, or local statute, ordinance, or regulation, including without limitation, claims under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, 42 U.S.C. § 1981, the Employee Retirement Income Security Act, the Equal Pay Act, the Worker Adjustment and Retraining Notification Act, the Minnesota Human Rights Act, the Fair Credit Reporting Act, and workers’ compensation non-interference or non-retaliation statutes (such as Minn. Stat. § 176.82);
	4.		all claims for alleged wrongful discharge; breach of contract; breach of implied contract; failure to keep any promise; breach of a covenant of

EXHIBIT A

			good faith and fair dealing; breach of fiduciary duty; estoppel; my activities, if any, as a “whistleblower”; defamation; infliction of emotional distress; fraud; misrepresentation; negligence; harassment; retaliation or reprisal; constructive discharge; assault; battery; false imprisonment; invasion of privacy; interference with contractual or business relationships; any other wrongful employment practices; and violation of any other principle of common law;
	5.		all claims for compensation of any kind, including without limitation, bonuses, commissions, stock-based compensation or stock options, vacation pay, and expense reimbursements;
	6.		all claims for back pay, front pay, reinstatement, other equitable relief, compensatory damages, damages for alleged personal injury, liquidated damages, and punitive damages; and
	7.		all claims for attorneys’ fees, costs, and interest.

However, My Claims do not include any claims that the law does not allow to be waived, any claims that may arise after the date on which I sign this Release, or any claims for breach of the Agreement.

Agreement to Release My Claims. I will receive consideration from Wilsons as set forth in the Agreement if I sign and do not rescind this Release as provided below. I understand and acknowledge that the consideration is in addition to anything of value that I would be entitled to receive from Wilsons if I did not sign this Release or if I rescinded this Release. In exchange for that consideration I give up and release all of My Claims. I will not make any demands or claims against the Company for compensation or damages relating to My Claims. The consideration that I am receiving is a fair compromise for the release of My Claims.

Additional Agreements and Understandings. Even though Wilsons will provide consideration for me to settle and release My Claims, the Company does not admit that it is responsible or legally obligated to me. In fact, the Company denies that it is responsible or legally obligated to me for My Claims, denies that it engaged in any unlawful or improper conduct toward me, and denies that it treated me unfairly.

Confidentiality. I understand that the terms of this Release are confidential and that I may not disclose those terms to any person except under the circumstances described in the Agreement.

Advice to Consult with an Attorney. I understand and acknowledge that I am hereby being advised by the Company to consult with an attorney prior to signing this Release and I have done so. My decision whether to sign this Release is my own voluntary decision made with full knowledge that the Company has advised me to consult with an attorney.

Period to Consider the Release. I understand that I have 21 days from the day that I receive this Release, not counting the day upon which I receive it, to consider whether I wish to sign this Release. If I sign this Release before the end of the 21-day period, it will be my voluntary decision to do so because I have decided that I do not need any additional time to decide whether

to sign this Release. I also agree that any changes made to this Release or the Agreement before I sign it, whether material or immaterial, will not restart the 21-day period.

My Right to Rescind this Release. I understand that I may rescind this Release at any time within 15 days after I sign it, not counting the day upon which I sign it. This Release will not become effective or enforceable unless and until the 15-day rescission period has expired without my rescinding it.

Procedure for Accepting or Rescinding the Release. To accept the terms of this Release, I must deliver the Release, after I have signed and dated it, to Wilsons by hand or by mail within the 21-day period that I have to consider this Release. To rescind my acceptance, I must deliver a written, signed statement that I rescind my acceptance to Wilsons by hand or by mail within the 15-day rescission period. All deliveries must be made to Wilsons at the following address:

Betty Goff
Vice President, Human Resources
Wilsons Leather
7401 Boone Avenue North
Brooklyn Park, Minnesota 55428

If I choose to deliver my acceptance or the rescission of my acceptance by mail, it must be postmarked within the period stated above and properly addressed to Wilsons at the address stated above.

Interpretation of the Release. This Release should be interpreted as broadly as possible to achieve my intention to resolve all of My Claims against the Company. If this Release is held by a court to be inadequate to release a particular claim encompassed within My Claims, this Release will remain in full force and effect with respect to all the rest of My Claims.

My Representations. I am legally able and entitled to receive the consideration being provided to me in settlement of My Claims. I have not been involved in any personal bankruptcy or other insolvency proceedings at any time since I began my employment with Wilsons. No child support orders, garnishment orders, or other orders requiring that money owed to me by Wilsons be paid to any other person are now in effect.

I have read this Release carefully. I understand all of its terms. In signing this Release, I have not relied on any statements or explanations made by the Company except as specifically set forth in the Agreement and the Release signed by Wilsons. I am voluntarily releasing My Claims against the Company. I intend this Release and the Agreement to be legally binding.

Dated:		August 15, 2005		/s/  ARTHUR J. PADOVESE
				Arthur J. Padovese