Exhibit 10X

                              SEPARATION AGREEMENT

     THIS SEPARATION AGREEMENT (this "Agreement"),  dated as of June 9, 1999, is
by and between TOYS "R" US, INC., a Delaware  corporation (the  "Company"),  and
KEITH VAN BEEK (the "Executive").

                                    RECITALS

     WHEREAS,  pursuant to a Retention  Agreement  dated as of February 25, 1998
between the Company and the Executive (the "Retention Agreement"),  Executive is
employed by the Company as  President  - Toys "R" Us -- U.S.  Merchandising  and
Marketing; and

     WHEREAS,  pursuant to a Stock Unit Agreement  dated as of February 25, 1998
between the Company and the Executive (the "Stock Unit Agreement"),  on February
25, 1998, the Company granted  Executive 30,000 Stock Units (the "Stock Units");
and

     WHEREAS,  pursuant  to the  Company's  1994 Stock  Option  and  Performance
Incentive  Plan (the "Plan"),  on May 17, 1995,  the Company  granted  Executive
options to acquire  47,200  shares of Common  Stock (the "May 17, 1995  Grant"),
10,000 shares of common stock on May 30, 1995 (the "May 30, 1995 Grant"), 15,000
shares of common  stock on March 14, 1996 (the "March 14, 1996  Grant"),  20,000
shares of common  stock on  November  3, 1997 (the  "November  3, 1997  Grant"),
80,000  shares of common  stock on March 13, 1998 (the "March 13, 1998  Grant"),
240,000  shares of common  stock on September  8, 1998 (the  "September  8, 1998
Grant") and 90,000  shares of common  stock on April 7, 1999 (the "April 7, 1999
Grant"); and

     WHEREAS,  Executive desires to resign, for personal reasons, his employment
with  the  Company  and  his  position  as  President  -  Toys  "R"  Us --  U.S.
Merchandising  and Marketing and all other  officer and employee  positions,  if
any, held by Executive in the Company and any of its  subsidiaries  effective as
of June 9, 1999 (the "Termination Date"); and

     WHEREAS,  the  parties  desire to set forth  their  respective  rights  and
obligations in respect of Executive's resignation from the above positions;

     NOW, THEREFORE,  in consideration of the covenants and conditions set forth
herein and for other good and valuable  consideration,  the receipt and adequacy
of which are hereby  acknowledged,  the parties,  intending to be legally bound,
agree as follows:

                                    AGREEMENT

     1. Resignation.

     (a) Effective as of the  Termination  Date,  Executive will resign from his
position as President - Toys "R" Us -- U.S.  Merchandising and Marketing and all
other officer and employee  positions,  if any, held by Executive in the Company
and any of its subsidiaries. It

<PAGE>

is agreed by the parties that, on and as of the Termination Date, all rights and
obligations of Executive and the Company with respect to such  employment  shall
terminate.

     (b) On the Termination Date, Executive will deliver to the Company a letter
of  resignation  in the form of Exhibit A hereto and a certificate of release in
the form of Exhibit B hereto.

     2.  Benefits.  In  consideration  of the  agreements  of Executive  herein,
Executive will be entitled to the benefits set forth in this Section 2.

     (a) Salary. From the Termination Date through the second anniversary of the
Termination Date and regardless of whether  Executive  obtains other employment,
the Company will pay Executive  $26,875 per month,  such amount to be payable in
accordance with the Company's regular payroll policies as in effect from time to
time. All payments to Executive  under this Section 2(a) will be less applicable
withholdings for federal, state and local taxes.

     (b)  Prorated  Bonus.  The  Company  will pay  Executive  the  bonus  which
Executive would have been entitled to receive for fiscal year 1999,  prorated at
4/12ths of the actual  amount  that would  have been  earned by  Executive,  and
payable on or about April 1, 2000.

     (c) Relocation  Expenses.  If, during the two year period commencing on the
Termination  Date the  Executive  relocates  his household to an area other than
Northeastern  New  Jersey  for  any  reason,  the  Company  will  reimburse  the
Executive's  relocation  expenses,  up  to a  maximum  reimbursement  of  thirty
thousand dollars  ($30,000).  A new employer would be expected to pay relocation
costs if such a program exists for newly-hired executives.

     (d) Health  Benefits.  From the Termination Date until the earlier to occur
of (i) the second anniversary of the Termination Date or (ii) the date Executive
commences  employment with another  employer which offers health  benefits,  the
Company  will  permit  Executive  to  continue to  participate  in the  medical,
prescription  and dental plans  maintained by the Company from time to time at a
level  commensurate  with the level at which  senior  executives  of the Company
participate.

     (e) Stock Units.  Executive hereby forfeits all of the Stock Units in their
entirety,  except  7,500 of such Units  which will vest on  February  25,  2003,
irrespective  of the fact  that  the  Executive  is no  longer  employed  by the
Company,  subject to the achievement of the  performance  objective set forth on
Exhibit A to the Stock  Unit  Agreement.  Except as  modified  by the  preceding
sentence, the Stock Unit Agreement shall continue in full force and effect.

     (f) Stock  Options.  The stock options  granted to Executive as part of the
Plan will be treated  as  follows:  Executive  shall  retain all of the  options
granted pursuant to the May 17, 1995 Grant, the May 30, 1995 Grant and the March
14, 1996 Grant;  the  Executive  shall also retain  6,333 of the 20,000  options
granted in the November 3, 1997 Grant;  20,000 of the 80,000 options  granted in
the March 13, 1998 Grant; 36,000 of the 240,000 options granted in the September
8, 1998  Grant;  and 5,000 of the  90,000  options  granted in the April 7, 1999
Grant.  All stock options  retained by Executive  pursuant to this paragraph (d)
shall be subject to the terms and conditions (including vesting requirements) of
the original grants; provided,  however,  Executive shall vest in options on the
scheduled vesting date, irrespective of the fact that


                                       2
<PAGE>

Executive  is no longer  employed by the Company  and  Executive  shall have the
period for exercise of such options preserved. All stock options not retained by
Executive  pursuant to this paragraph shall be deemed terminated and canceled as
of the Termination Date.


     (g) Life Insurance. From the Termination Date until the earlier to occur of
(i) the second  anniversary of the  Termination  Date or (ii) the date Executive
commences  employment  with  another  employer  which in the  normal  course  of
business  would provide  these  benefits,  the Company will permit  Executive to
continue to  participate  in the Company's  basic life  insurance and accidental
death  and  dismemberment  policy  for a benefit  equal to two times the  annual
compensation payable by the Company pursuant to Section 2(a) of this Agreement.


     (h)  SERP.  Upon the  vesting  of  Executive's  interest  in the  Company's
Supplemental  Executive  Retirement Plan on February 1, 2001, Executive shall be
entitled  to his  interest  in such  plan.  The  Company  will  make no  further
contributions  to this Plan.  Payment  shall be made to  Executive in a lump sum
(with interest from the date of this Agreement through February 1, 2001) as soon
as practicable after such date. (i) Automobile. Executive will retain use of the
automobile currently leased for him by the Company until the earlier to occur of

     (i)  Automobile.  Executive  will  retain use of the  automobile  currently
leased for him by the Company  until the earlier to occur of (i) June 1, 2001 or
(ii) the date Executive commences employment with another employer.


     (j) Profit  Sharing/401(k).  Executive  will no longer  participate  in the
Company's Profit  Sharing/401(k) plan.  Distribution may occur as soon after the
separation date as practicable.

     (k) The  Executive's  Residence  Petition.  The Company  shall  continue to
sponsor  given the  Executive  is on the payroll and  functions  in a consulting
capacity, to the extent permitted by law, the Permanent Residence petition.

     (l) No Other Benefits.  Executive  acknowledges  that he is not entitled to
receive  benefits  from the Company  other than as set forth in this  Section 2,
except for any benefits afforded Executive by applicable law.

     (m) Effectiveness of Payments. No payments shall be made under this Section
2 until this Agreement becomes effective pursuant to Section 20 hereof.

     3.  Termination of All Existing  Agreements.  All rights and obligations of
the Company and the Executive  under any  employment  agreement,  arrangement or
understanding  and any other agreement between the Company and the Executive are
hereby canceled and terminated as of the Termination  Date without  liability of
any party  hereunder,  except that this Agreement,  the Stock Unit Agreement (as
modified by Section 2(c) above) and the Partnership  Option  Agreements dated as
of May 17, 1995, May 30, 1995, March 14, 1996, November 3, 1997, March 13, 1998,
September  8, 1998 and April 7, 1999,  between  the Company  and  Executive  (as
modified by Section 2(d) above) shall continue in full force and effect.

     4. No Solicitation of Employees or Customers.  Executive hereby  represents
and  warrants  that  during  the six  month  period  preceding  the date of this
Agreement he has not (i)  solicited  any customers of the Company or induced any
customer of the Company to enter into a


                                       3
<PAGE>

business  relationship  with Executive or any other person or (ii) solicited for
employment  or  induced  any  person   employed  by  the  Company  to  terminate
employment.  During the two year period  commencing on the Termination Date, the
Executive  shall not,  directly or indirectly,  (i) employ or seek to employ any
person  who is as of the  Termination  Date,  or was at any time  during the six
month period preceding the Termination  Date, an officer,  general  manager,  or
director or  equivalent  or more senior level  employee of the Company or any of
its  subsidiaries  or  otherwise  solicit,  encourage,  cause or induce any such
employee of the Company or any of its  subsidiaries to terminate such employee's
employment  with the Company or such  subsidiary  for the  employment of another
company  (including for this purpose the contracting  with any person who was an
independent contractor (excluding consultant) of the Company during such period)
or (ii) take any  action  that  would  interfere  with the  relationship  of the
Company or its  subsidiaries  with their suppliers and franchisees  without,  in
either case,  the prior written  consent of the Company,  or engage in any other
action or business that would have a material adverse effect on the Company.

     5. Non-competition and Consulting.

     (a) During the two year  period  commencing  on the  Termination  Date (the
"Consulting  Period"),  the Executive  shall not,  directly or  indirectly  and,
provided  that  prior  written  consent is  requested  of the  Executive  and no
response is received from the Company within 14 business days, approval shall be
deemed to be granted:

     (x)  engage in any  managerial,  administrative,  advisory,  consulting  or
operational  or  sales  activities  in  Restricted   Business  anywhere  in  the
Restricted Area, including, without limitation, as a director or partner of such
Restricted Business, or

     (y) organize,  establish,  operate, own, manage or control or have a direct
or indirect  investment or ownership interest in a Restricted Business or in any
corporation,   partnership  (limited  or  general),  limited  liability  company
enterprise  or other  business  entity  that  engages in a  Restricted  Business
anywhere in the Restricted Area.

     (b) During the Consulting Period, the Executive shall:

     (x) be  available  to render  services  to the  Company  as an  independent
contractor/consultant but not as an employee of the Company; and

     (y) perform such duties as may be reasonably requested in writing from time
to time during the Consulting  Period by the Company's Chief Executive  Officer,
provided  that such duties shall not conflict  with the duties of the  Executive
for a new  employer  if such  employment  does not  violate the terms of Section
5(a). The Company will reimburse  Executive for his reasonable expenses incurred
in  rendering  such  duties.

     (c) Nothing in this  Section 5 shall  prohibit or  otherwise  restrict  the
Executive  from  acquiring  or  owning,  directly  or  indirectly,  for  passive
investment purposes not intended to circumvent this Agreement, securities of any
entity engaged,  directly or indirectly, in a Business if either (i) such entity
is a public entity and the  Executive  (A) is not a controlling  Person of, or a
member  of a group  that  controls,  such  entity  and  (B)  owns,  directly  or
indirectly,  no more than 3% of any class of equity securities of such entity or
(ii) such entity is not a public entity and the


                                       4
<PAGE>

Executive  (A) is not a  controlling  Person  of,  or a member  of a group  that
controls, such entity and (B) does not own, directly or indirectly, more than 1%
of any class of equity securities of such entity.

     (d) For purposes of this Section 5,  "Restricted  Business"  shall mean the
retail store or mail order  business or internet  business or any  business,  in
each case if it is involved in the manufacture or marketing of toys, juvenile or
baby products,  juvenile furniture or children's  clothing or any other business
in which the Company may be engaged on the Termination  Date.  "Restricted Area"
means any country in which the Company or its  subsidiaries  owns or  franchises
any retail store operations or otherwise has operations on the Termination Date.

     6. Retained Property.  No later than the Termination Date,  Executive shall
return all property of the Company in his possession, including, but not limited
to,  credit  cards,  security key cards,  telephone  cards,  car service  cards,
computer software or hardware, Company identification cards, Company records and
copies of records,  correspondence  and copies of correspondence and other books
or manuals  issued by the Company.  Executive also warrants that he has no debts
to or loans from the Company.  Notwithstanding  the foregoing,  Executive  shall
have the right to retain (i) duplicate  photocopies  of books and records of the
Company that do not fall within the category of  "Confidential  Information" (as
defined  below),  (ii) all  personal  property of the  Executive  located on the
premises of the Company, and (iii) Executive will be provided the opportunity to
purchase  the  current  Company  computer  equipment  currently  in  use  by the
Executive at a fair price to be determined by the Company.

     7. Confidentiality.  Executive acknowledges that he has had and through the
Termination  Date will continue to have access to  Confidential  Information (as
hereinafter  defined)  of  the  Company.   Executive  agrees  not  to  disclose,
communicate  or divulge  to, or use for the direct or  indirect  benefit of, any
person (including Executive),  firm, association or other entity (other than the
Company  or  its  affiliates)  any   Confidential   Information.   "Confidential
Information"  includes,  but is not  limited  to,  customer  and  vendor  lists,
database,  computer programs,  frameworks,  models,  marketing programs,  sales,
financial,  marketing,  training and technical  information,  business  methods,
business policies, procedures,  techniques,  research or development projects or
results,  trade secrets (which Executive  agrees include the Company's  customer
and prospective  customer lists),  pricing  policies,  business plans,  computer
software, intellectual property, information concerning how the Company creates,
develops,  acquires or maintains its products and marketing  plans,  targets its
potential customers, and operates its retail and other businesses, and any other
information  not  otherwise  available  to the  general  public.  If any  person
(including  any  government  employee)  requests  the  disclosure  or release of
Confidential  Information,  Executive  shall (i) promptly  notify the Company of
such request so that the Company may, at its own expense,  pursue any  available
remedies to prevent the disclosure or release of such  Confidential  Information
and (ii) furnish the Company a copy of all written materials  pertaining to such
request for Confidential Information as the Company shall deem appropriate.

     8. No  Inducements.  Executive  warrants  that  he is  entering  into  this
Agreement  voluntarily,  and that,  except as set forth  herein,  no promises or
inducements  for this  Agreement  have been made,  and he is entering  into this
Agreement  without reliance upon any statement or  representation  by any of the
Company and its affiliates, and its and their present and


                                       5
<PAGE>

former  stockholders,   directors,   officers,   employees,  agents,  attorneys,
successors and assigns or any other person, concerning any fact material hereto.

     9.  Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between the parties with respect to the subject  matter  hereof,  and supersedes
any and all prior agreements or  understandings  between the parties arising out
of or relating to the  Executive's  employment and the cessation  thereof.  This
Agreement may only be changed by written agreement executed by the parties.

     10.  Governing  Law.  This  Agreement  shall be governed by the laws of the
State of New Jersey,  without  giving effect to the conflicts of law  principles
thereof.

     11.  Representations and Warranties.  Each party represents and warrants to
the other party that (i) the execution  and delivery of this  Agreement has been
duly  authorized  and  all  actions  necessary  for the  due  execution  of this
Agreement have been taken, (ii) this Agreement  constitutes the legal, valid and
binding  obligation of the parties,  and (iii) this  Agreement has been executed
and  delivered  as its own free act and deed and not as the  result of duress by
the other party hereto.  Executive  specifically  acknowledges  that he has been
advised to consult legal counsel prior to executing this Agreement, and has been
afforded the opportunity of at least 21 days to consider this Agreement.

     12. Non-Disparagement.  Executive covenants and agrees not to engage in any
act or say anything that is intended,  or may reasonably be expected to harm the
reputation,  business,  prospects or  operations  of the Company,  its officers,
directors,  stockholders or employees. The Company agrees that it will engage in
no act which is intended,  or may reasonably be expected to harm the reputation,
business or prospects of Executive.

     13. Public Announcement. Except as required by law, Executive agrees not to
make any public disclosure with respect to this Agreement, the events leading up
to this Agreement, and the transactions contemplated by this Agreement.

     14. No Admissions.  Nothing contained in this Agreement shall be considered
an admission by either party of any  wrongdoing or liability  under any Federal,
state or local statute,  public policy,  tort law,  contract law,  common law or
otherwise.

     15.  Expenses.  Each  party  shall  pay  its  own  costs  incident  to  the
negotiation,  preparation,  performance,  execution,  and  enforcement  of  this
Agreement,  and all fees and  expenses of its or his counsel,  accountants,  and
other  consultants,  advisors and  representatives  for all  activities  of such
persons undertaken in connection with this Agreement.

     16.  Cooperation.  Upon reasonable  notice,  Executive  agrees to cooperate
reasonably  with the  Company  and its  affiliated  corporation  entities in the
defense of any claim asserted against them and as to which Executive has, or may
have,  knowledge.  The Company agrees to reimburse  Executive for any reasonable
and ordinary expenses,  including the advancement of reasonable  attorneys fees,
incurred in connection with such cooperation.

     17. No Third Party Claims.  Executive represents and warrants that no other
person or  entity  has,  or to the best  knowledge  of  Executive,  claims,  any
interest  in any  potential


                                       6
<PAGE>

claims,  demands,  causes of action,  obligations,  damages or suits pursuant to
this  Agreement;  that he is the owner of all other claims,  demands,  causes of
action,  obligations,  damages or suits pursuant to this Agreement;  that he has
full and complete authority to execute this Agreement; and that he has not sold,
assigned,  transferred,  conveyed or  otherwise  disposed of any claim,  demand,
cause of action, obligation or liability subject to this Agreement.

     18. No Third Party  Beneficiaries.  Except as expressly stated herein,  the
parties  do not  intend to make any  person or entity who is not a party to this
Agreement a beneficiary  hereof,  and this Agreement  should not be construed as
being made for the benefit of any person or entity not  expressly  provided  for
herein.

     19.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of  which  shall  be  deemed  an  original  and all of which
together shall be one and the same instrument.

     20. Acceptance and Revocation.  Executive shall have a period of twenty-one
(21) days from the date of receipt of this  Agreement  to review and accept this
Agreement.  Executive  shall have seven (7) days following his execution of this
Agreement  during  which time he may revoke  this  Agreement  by  providing  the
Company with  written  notice of the  revocation.  This  Agreement  shall become
effective  and  enforceable  after the  expiration  of seven (7) days  following
Executive's  execution of the Agreement,  and is not enforceable until after the
seven-day revocation period expires.

     21. Future  Employment.  Executive hereby waives any right to reinstatement
or future employment with the Company following the Termination Date.

     22.  Arbitration.  Except as otherwise provided for herein, any controversy
arising under, out of, in connection  with, or relating to, this Agreement,  and
any amendment hereof,  or the breach hereof or thereof,  shall be determined and
settled by  arbitration  in New York, New York, by a three person panel mutually
agreed  upon,  or in  the  event  of a  disagreement  as  to  the  selection  of
arbitrators,  in accordance with the Employment  Dispute Resolution Rules of the
American Arbitration  Association.  Any award rendered therein shall specify the
findings of fact of the arbitrator or arbitrators and the reasons of such award,
with  references  to and reliance on relevant law. Any such award shall be final
and  binding  on  each  and  all of  the  parties  thereto  and  their  personal
representatives,  and  judgment  may be  entered  thereon  in any  court  having
jurisdiction thereof.

     23. Employment  Inquiries.  All employment inquiries in regard to Executive
shall be  referred  to the Head of Human  Resources  at the time the  inquiry is
made.


                                       7
<PAGE>

      IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as of
the day and year first above written.

                                  TOYS "R" US, INC.

                                  By:  /s/ Roger C. Gaston
                                       -------------------------------------
                                  Name: Roger C. Gaston
                                  Title: Senior Vice President - Human Resources

                                  EXECUTIVE

                                      /s/ Keith Van Beek
                                  ------------------------------------------
                                          Keith Van Beek

Original Document issued to Keith Van Beek on June 7, 1999


                                       8
<PAGE>

                                  June 9, 1999

Board of Directors
Toys "R" Us, Inc.

Ladies and Gentlemen:

     I, Keith Van Beek, hereby resign for personal reasons from (i) my positions
as  President - Toys "R" Us U.S.  Merchandising  and  Marketing  of Toys "R" Us,
Inc., (the  "Company"),  its subsidiaries and affiliates and (ii) all officer or
employee  positions held by me in the Company,  its subsidiaries and affiliates,
all effective as of June 9, 1999.

                                                          Very truly yours,

                                                          Keith Van Beek

<PAGE>

                                     RELEASE

     Except  as  specifically  provided  in  the  following  paragraph,  and  in
consideration  of and except for the obligations of the Company set forth in the
Separation  Agreement  dated  as of  June  9,  1999  (the  "Agreement")  and  in
consideration of the Agreement which provides for payments and other benefits to
Keith Van Beek (the  "Releasor"),  in addition to payments and benefits to which
the  Releasor  would  otherwise  be  entitled,  the  Releasor,  on behalf of the
Releasor and the Releasor's  heirs,  executors and assigns,  hereby releases and
forever  discharges  Toys "R" Us,  Inc.  (the  "Company"),  its past and present
stockholders,  its past and  present  divisions,  subsidiaries,  affiliates  and
related entities, its successors and assigns and all past and present directors,
officers,  employees,  agents, heirs, executors and administrators and the heirs
and assigns,  and any and all employee  pension benefit or welfare benefit plans
of the Company, including current and former trustees and administrators of such
employee pension benefit and welfare plans (collectively, the "Releasees"), from
all actions, causes of action in law or in equity,  administrative  proceedings,
suits,  claims,  debts,  liens, sums of money,  charges,  accounts,  reckonings,
bonds, bills,  specialties,  covenants,  contracts,  controversies,  agreements,
promises,  variances,   trespasses,  damages,  judgments,  extents,  executions,
claims, and demands  whatsoever,  in law, admiralty or equity,  whether known or
unknown,  which against the Releasees the Releasor or the Releasor's  successors
and assigns ever had, now have or hereafter can,  shall or may have,  for, upon,
or by reason of any matter,  cause or thing whatsoever from the beginning of the
world to the date of this Release,  including without limitation, any claims the
Releasor  may have  arising  from or relating to the  Releasor's  employment  or
termination from employment with the Company,  including a release of any rights
or claims the Releasor may have under Title VII of the Civil Rights Act of 1964,
as amended,  and the Civil Rights Act of 1991 (which


<PAGE>

prohibit discrimination in employment based upon race, color, sex, religion, and
national origin);  the Americans with Disabilities Act of 1990, as amended,  and
the  Rehabilitation  Act of  1973  (which  prohibit  discrimination  based  upon
disability);  the  Family  and  Medical  Leave  Act  of  1993  (which  prohibits
discrimination based on requesting or taking a family or medical leave); Section
1981 of the Civil Rights Act of 1866 (which prohibits  discrimination based upon
race);  Section  1985(3)  of the  Civil  Rights  Act of  1871  (which  prohibits
conspiracies to  discriminate);  the Employee  Retirement Income Security Act of
1974, as amended (which prohibits  discrimination with regard to benefits);  any
other federal, state or local laws against discrimination; or any other federal,
state, or local statute, or common law relating to employment,  wages, hours, or
any other terms and  conditions  of  employment.  This includes a release by the
Releasor of any claims for wrongful discharge,  breach of contract, torts or any
other claims in any way related to the Releasor's employment with or resignation
or  termination  from the Company.  This release also  includes a release of any
claims for age discrimination under the Age Discrimination in Employment Act, as
amended ("ADEA"). The ADEA requires that the Releasor be advised to consult with
an attorney  before the Releasor  waives any claim under ADEA. In addition,  the
ADEA  provides  the  Releasor  with at least 21 days to decide  whether to waive
claims  under ADEA and seven  days after the  Releasor  signs the  Agreement  to
revoke that waiver.

     This  release does not  encompass  any rights or claims under the ADEA that
may arise after the date of the Releasor's  signing of the Agreement,  and shall
in no way be construed  to affect  either  party's  right to enforce any and all
terms of the Agreement.  THIS LANGUAGE MEANS THAT, BY SIGNING THIS RELEASE,  THE
RELEASOR  HAS WAIVED ANY RIGHTS HE MAY HAVE TO BRING A LAWSUIT OR MAKE ANY CLAIM
AGAINST


                                       2
<PAGE>

THE RELEASEES  BASED ON ANY ACTS OR OMISSIONS  TAKEN BY THE RELEASEES UP TO JUNE
9, 1999.

     Releasor  represents  and  warrants  that he has not  assigned or otherwise
transferred any actions,  causes of action,  suits,  debts, dues, sums of money,
accounts,   reckonings,   bonds,  bills,  specialties,   covenants,   contracts,
controversies,    agreements,    promises,   variances,   trespasses,   damages,
embarrassment,  injury to business, injury to reputation, judgments, executions,
claims,  or  demands  whatsoever,   whether  known  or  unknown,   suspected  or
unsuspected,   disclosed  or  undisclosed,   fixed  or  contingent,  accrued  or
unaccrued, asserted or unasserted, which against the Releasees, the Releasor and
his  administrators,  agents,  successors  and  assigns  ever  had,  now have or
hereafter  can, shall or may have from the beginning of the world to the date of
this Release.  Releasor and his administrators,  agents,  successors and assigns
shall  indemnify  Releasees,  and hold them harmless from, all damages,  losses,
costs  and  expenses  which  Releasees  may  suffer  or incur as a result of the
assertion  against them of any of the  foregoing  matters which were assigned or
otherwise transferred by Releasor in a transaction which constitutes a breach of
the representation and warranty contained in the immediately preceding sentence.

     This Release may not be changed orally.

     The Company  has  informed  Executive  that it does not know of any conduct
which may cause the Company to take any legal  action  against the  Executive at
this time.

     This Release shall be governed by the  substantive  law of the State of New
Jersey without regard to its principles of conflicts of laws.


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<PAGE>

     This release shall in no way be construed to affect  Releasor's rights as a
stockholder of the Company.

     IN WITNESS WHEREOF,  the Releasor has caused this Release to be executed as
of June 9,1999.

                                         _______________________________________
                                                       Keith Van Beek

STATE OF ____________, County of ___________ ss:

         On this ______ day of __________, 1999, before me personally came KEITH
VAN BEEK, to me known and known to me to be the individual described in and who
executed the foregoing instrument, and he duly acknowledged to me that he
executed the same.

                                         _______________________________________
                                                      Notary Public


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