DEPARTURE
      AGREEMENT AND GENERAL RELEASE

     

    This
      DEPARTURE AGREEMENT AND GENERAL RELEASE (“Agreement”) is made by and between
      Daniel Chen (“Employee”) and RxElite, Inc. (“Company”), effective this 14th day
      of December, 2007 (“Effective Date”). 

     

    WHEREAS,
      Employee was employed by Company, pursuant to a Second Amended and Restated
      Employment Agreement made as of November 27, 2006; and 

     

    WHEREAS,
      Employee and Company have agreed to the termination of the employment
      relationship between them; and

     

    WHEREAS,
      Employee and Company have agreed that although the Second Amended and Restated
      Employment Agreement has been terminated, Employee will continue to provide
      consulting services to Company on an at-will basis in the area of Asian Investor
      Relations; and

     

    WHEREAS,
      Employee and Company wish to settle fully and finally any and all differences
      or
      disputes between them arising out of Employee’s employment with Company, the
      termination of the Second Amended and Restated Employment Agreement, and/or
      any
      and all other transactions, occurrences or events that have occurred to
      date.

     

    NOW,
      THEREFORE, in consideration of their mutual promises and agreements expressed
      herein, the sufficiency of which consideration each party hereby acknowledges,
      the Parties agree as follows:

     

    1. Payments
      to Employee.

     

    1.1 Departure
      Payments and/or Other Consideration.
      Upon
      satisfaction of the conditions set forth in Subsection 1.3 of this
      Agreement, Company shall:

     

    (a) pay
      to
      Employee a monetary amount equal to Employee’s periodic regular base salary
      (which the parties agree is annually Two Hundred Fifty Thousand dollars
      ($250,000) (a “Departure Payment”) on each on Company’s regularly scheduled
      paydays (and in any event not less frequently than monthly), up to and including
      the 31st day of December, 2010 (the “Final Payment Date”); and 

     

    (b) pay
      to
      Employee the sum of One Hundred Twenty Five Thousand dollars ($125,000), which
      sum represents the bonus earned pursuant to the 2007 Bonus Targets established
      on or about June 26, 2007, such sum to be paid to Employee on or before January
      31, 2008; and

     

    (c) pay
      to
      Employee the sum of Twenty Thousand Eight Hundred Thirty Three Dollars and
      33/100 ($20,833.33), which amount is equal to four (4) weeks salary, and is
      intended to compensate Employee for accrued and unused vacation and/or sick
      days, such sum to be paid to Employee on or before January 31, 2008;
      and

     

    (d) 
      continue
      to pay on behalf of Employee and his family medical and dental insurance
      premiums (as may be established from time to time by the Company with such
      carriers) and to continue coverage for Employee and his family (on the same
      basis as he would have been entitled had he continued to be employed as Chief
      Executive Officer and Chair of the Board) through December 31, 2010;
      and

     

    
      
        
        

      

      
        DEPARTURE
          AGREEMENT AND GENERAL RELEASE - 1

        
          

        

      

      
        
        

      

    

    (e) through
      December 31, 2010, continue to pay a monthly cash payment of $265 which amount
      is equal to the monthly premium payment on a universal variable life insurance
      policy; and

     

    (f) pay
      to
      Employee a sum up to, but not exceeding, Ten Thousand Dollars ($10,000), for
      documented legal fees relating to his departure from the Company. A written
      statement by Employee’s attorney stating that Employee has incurred more than
      ten thousand dollars in legal fees related to his departure from the Company
      shall satisfy the documentation requirement of this paragraph; and

     

    (g) Employee
      shall promptly submit an expense report detailing all unpaid expenses incurred
      through the date of this Agreement and the Company agrees to pay all reasonable
      expenses by December 31, 2007. 

     

    1.2 Deductions.
      All
      monetary amounts paid to Employee pursuant to sections 1.1(a), (b) and (c)
      shall
      be treated by the Company as wages and shall be subject to reduction by Company
      for federal and state income taxes and FICA (Social Security and Medicare)
      taxes
      (in accordance with a Form W-4 delivered or to be delivered to Company by
      Employee) and any other normal and authorized deductions.

     

    1.3 Conditions
      to Company’s Payment and Performance. Company
      shall not have any obligation to pay any monetary amount to Employee or to
      perform any other obligation under this Agreement, unless and until: (a)
      Employee provides Company with a copy of this Agreement bearing Employee’s
      notarized signature; and (b) the seven (7) day revocation period described
      in
      Section 4 of this Agreement expires without revocation by Employee.

     

    2. General
      Mutual Release of All “Released Claims.”
      Employee
      hereby fully and forever releases and discharges Company (and all other
“Releasees” as defined herein) from any and all of Employee’s “Released Claims”
(as defined herein). The Company hereby fully and forever releases and
      discharges Employee (and all other “Releasees” as defined herein) from any and
      all of the Company’s and the Company’s Releasee’s “Released Claims” (as defined
      herein).

     

    3. Company
      Information and Property.

     

    3.1  Return
      of Company Information and Property.
      Employee
      represents that Employee has returned or will immediately upon signing this
      Agreement return to Company all non-public company information and property
      that
      is in Employee’s possession, custody or control, except
      as such
      information or property is relevant to Employee’s position as a Director of the
      Company, a shareholder or to his continuing role in the area of Asian Investor
      Relations. Employee represents that Employee has not retained and will not
      retain any copies, duplicates, reproductions, or excerpts of any company
      property, other than the information and property that is specifically allowed
      to be retained by this paragraph. 

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 2

          
            

          

        

        
          
          

        

      

    

    3.2 Right
      to Retention of Certain Company Property.
      Company
      agrees to continue to provide Employee with such remote support as is necessary
      to allow him to provide consulting services in the area of Asian Investor
      Relations, including internet connection, computer and telephone access, and
      such other support that the Company deems reasonable and necessary for the
      provision of such services. The parties agree that Employee is free to stop
      providing such services at any time for any or no reason without the necessity
      of returning the computer and phone. The parties also agree that so long as
      Employee is providing services as a Consultant in the area of Asian Investor
      Relations, with prior approval, the Company will pay for at least one trip
      to
      Asia per quarter to interface with the Company’s actual and potential
      investors.

     

    4. ADEA
      (Age Discrimination) Claims.

     

    4.1 Employee’s
      Waiver of 21-day Waiting Period. Employee
      understands that the Older Workers’ Benefit Protection Act (“OWBPA”), 29 U.S.C.
      Section 626(f), provides certain rights to an employee where, as here, the
      employee is asked to waive and release claims that the employee has or claims
      to
      have under the Age Discrimination in Employment Act, 29 U.S.C.
      Sections 621, et
      seq.
      (“ADEA”). Employee understands that by virtue of the OWBPA, Employee has a
      period of twenty-one (21) days from Employee’s receipt of this Agreement to
      consider the terms of this Agreement. Employee represents and agrees that said
      twenty-one (21) day period has been offered to Employee and that Employee has
      elected to waive said twenty-one (21) day period by signing this Agreement.
      

     

    4.2 Employee’s
      Acknowledgements.
      Employee
      acknowledges that: 

     

    (a) this
      Agreement is written in a manner calculated to be understood by Employee;


     

    (b) Employee
      is waiving Employee’s rights and Released Claims in exchange for consideration
      in addition to anything of value to which Employee already is entitled; and
      

     

    (c) Employee
      is hereby advised in writing to consult with an attorney prior to executing
      this
      Agreement.

     

    4.3 Right
      To Revoke Agreement.
      Employee
      further understands that Employee may revoke this Agreement within
      seven (7) days after Employee has signed it and that this Agreement shall
      not become legally effective or enforceable until said seven (7) day revocation
      period has expired. Employee understands that this Agreement will be irrevocable
      and binding upon Employee after the revocation period has elapsed, if Employee
      has not revoked this Agreement within the seven (7) day revocation period.
      The
      Company has no right to revoke this Agreement and unless revoked by Employee,
      it
      is binding upon execution.

     

    4.4 Procedure
      for Revocation.
      If
      Employee wishes to revoke this Agreement, Employee will do so by delivering
      to
      the Company, within the seven (7) day revocation period, a letter or other
      written document signed by Employee stating that Employee has revoked this
      Agreement within the seven (7) day revocation period set forth in this
      Agreement. 

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 3

          
            

          

        

        
          
          

        

      

    

    4.5 Stock
      Options.
      The
      parties agree that Employee possesses 436,000 fully vested stock options by
      virtue of his employment. The parties agree that Employee shall have the full
      term of such stock options to exercise them. In the event that Employee ceases
      to be a Service Provider as that term is defined under the 2007 Incentive Stock
      Plan, then the Company or Plan Administrator (as appropriate) shall take
      appropriate action to ensure that Employee retains the full term of the stock
      option (i.e. until July 5, 2012) to exercise his options. 

     

    5. No
      Continued Vesting.
      No
      additional vacation pay, sick pay, paid time off or other employment
      compensation, rights or benefits of any kind, except as provided in paragraphs
      1.1(d) and (e), shall accrue to Employee after the Effective Date of this
      Agreement, and no additional vesting under any stock option shall occur after
      the Effective Date of this Agreement. 

     

    6. Resignation/No
      Further Services Required of Employee.
      The
      parties agree that Employee shall be considered to have resigned from the
      Company. The parties have agreed to treat such resignation as a termination
      without Cause under the Second Amended and Restated Employment Agreement. The
      parties have further agreed that for purposes of Paragraph 4 of the Second
      Amended and Restated Employment Agreement, Employee’s date of separation from
      employment shall be October 1, 2007. Company will not require Employee to
      perform any further services after the Effective Date of this Agreement.
      Employee may continue to voluntarily serve as a Director and as consultant
      in
      the area of Asia investor relations on an at-will basis. 

     

    7. Confidentiality.
      Employee
      and the Company shall keep the facts, terms and substance of this Agreement
      (including but not limited to the amounts of any Departure Payments or other
      consideration for this Agreement) completely confidential. Provided however,
      that (a) the Company may make any disclosure required by law or as required
      for
      auditing purposes, (b) Employee may make disclosures in confidence to Employee’s
      spouse, parents, attorney, accountant, auditor, tax preparer and financial
      advisor, upon the recipient’s promise not to re-disclose same to any other
      person or entity who has no legal right to know such information, and
      (c) either party may make disclosures required by law or by a court or
      governmental agency acting with the force of law. 

     

    8. Future
      Employment.
      If
      Company or a successor entity declines to consider Employee for future
      employment or re-employment, such declination shall not in any way be construed
      or used as evidence of any wrongdoing or breach by Company or any violation
      of
      local, state or federal employment or employment discrimination law or
      regulation. 

     

    9. No
      Pending Litigation.
      Employee
      represents that: (a) Employee has no lawsuit pending against Company in any
      state or federal court that has not been expressly and specifically noted
      herein; and (b) Employee will dismiss, with prejudice and without award of
      costs or attorney fees, any such lawsuit that might be pending against Company
      in any state or federal court. 

     

    10. Worker’s
      Compensation.
      Employee represents that: (a) Employee has not sustained any injury in the
      course of Employee’s employment with Company or incurred any occupational
      disease in any way related to his/her employment with Company; and (b) Employee
      has no right to make or assert any claim of any kind against Company under
      any
      worker’s compensation law, act or statute. 

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 4

          
            

          

        

        
          
          

        

      

    

    11. Definitions.

     

    11.1 Definition
      of “Released Claim(s).” The
      term
“Released Claim(s),” as used in this Agreement, means any and all claims-whether
      past or present, known or unknown, suspected or not suspected, contingent or
      established legal, equitable or otherwise-of every kind, name or nature, whether
      based upon Employee’s employment with the Company, the termination of that
      employment or any other transaction, occurrence, event or other matter occurring
      on or before the Effective Date of this Agreement. The term “Released Claim(s)”
includes, but is not limited to, any and all types of claims that either party
      may have for relief, causes of action, demands, indemnities, liabilities and
      obligations, for damages, costs, expenses, attorney fees, payment of judgments,
      or other legal or equitable or other relief, based upon any allegation
      of:

     

    (a) breach
      of
      any express or implied employment contract or agreement or covenant of good
      faith or fair dealing; 

     

    (b) wrongful
      or constructive discharge from employment, in violation of public policy or
      otherwise; 

     

    (c) the
      Idaho
      Claims for Wages Act or any other wage claim statute, regulation or common
      law;


     

    (d) the
      federal Family and Medical Leave Act (FMLA), the Age Discrimination in
      Employment Act (ADEA), the Older Workers’ Benefit Protection Act (OWBPA), the
      Americans with Disabilities Act (ADA), the Fair Labor Standards Act (FLSA),
      the
      Employee Retirement Income Security Act (ERISA), Title VII of the Civil
      Rights Act of 1964 (Title VII), the Worker Adjustment and Retraining
      Notification Act (WARN), the Sarbanes-Oxley Act (SOX), the Idaho Human Rights
      Act, or any amendment to any such statute;

     

    (e) misrepresentation,
      fraud, defamation, libel, slander, invasion of privacy, infliction of emotional
      distress, negligence, conversion, and property loss, damage or
      destruction;

     

    (f) assault,
      battery, false imprisonment or personal or bodily injury or death unrelated
      to
      employment; and 

     

    (g) to
      the
      full extent allowed by law, any other federal, state or local employment,
      employment discrimination, human rights, tort, or wage and hour statute,
      regulation or common law. 

     

    11.1.2 Unreleased
      Claims.
      The
      foregoing notwithstanding, the term “Released Claim(s)” does not include: (a)
      any claim for breach of this Agreement; (b) any claim based upon a future
      transaction, occurrence, event or other matter; or (c) any administrative charge
      or complaint, including but not limited to a charge of discrimination, filed
      with any governmental agency, including but not limited to the Equal Employment
      Opportunity Commission (“EEOC”). 

     

    11.1.3 Waiver
      of Right To Recover Money Damages in Non-judicial
      Proceedings.
      Nothing
      in this Agreement shall be construed or interpreted to limit Employee’s right to
      file a charge of discrimination or other charge or complaint with, or
      participate in any investigation or proceeding by, any federal, state or local
      administrative agency, except that Employee hereby waives Employee’s right to
      recover monetary damages from Company (and the other Releasees as defined
      herein) as the result of any such administrative charge, complaint,
      investigation and/or proceeding. 

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 5

          
            

          

        

        
          
          

        

      

    

    11.2 Definitions
      of “Party” and “Parties.”
      Employee
      and Company may be described individually herein as a “Party” or together as the
“Parties.” 

     

    11.3 Definition
      of “Releasees.”
      The term
“Releasees,” as used in this Agreement with respect to the Company, shall mean
      the Company and the Company’s current and former directors, officers, employees,
      agents, stockholders, members, estates, representatives, predecessors,
      successors, divisions, assigns, attorneys, insurers, reinsurers, underwriters,
      holding companies, subsidiaries, related or affiliated entities, and any and
      all
      other persons and entities acting for, by, through or in concert with the
      Company. The term “Releasees” as used in this Agreement with respect to Employee
      shall mean himself, his wife, his marital community, his parents, his agents,
      insurers, attorneys, reinsurers, underwriters, and any and all other persons
      and
      entities acting for, by, through or in concert with Employee.

     

    12. Miscellaneous
      Representations. 

     

    The
      Company understands that Employee’s execution of this Agreement is based upon
      the Company’s follow-through of the following promised actions: (a) payment to
      Employee’s father of $56,000 by January 31, 2008, (b) delivery by January 31,
      2008 to Employee of Stock Certificates evidencing ownership of 8,579,444 shares
      in RxElite Inc.,
      and (c)
      delivery by January 31, 2008 of warrants to purchase (i) 552,433 shares of
      RxElite Inc. stock at a strike price of $0.85 per share and (ii) 450,374
      shares of RxElite Inc. stock at a strike price of $0.60 per share. Each warrant
      shall have a two year term for exercise. Failure to take such actions shall
      constitute a breach of this Agreement.

     

    13. Miscellaneous
      Provisions.

     

    13.1 No
      Admission of Liability by Either Party. The
      parties enter into this Agreement for the sole purpose of avoiding the time
      and
      expense of potential litigation or other dispute resolution
      procedure. Neither
      this Agreement nor anything contained herein shall be construed or interpreted
      as an admission of any liability or fault by either party.

     

    13.2 General
      Release.
      This
      Agreement contains a complete and total release of all of Employee’s past and
      present Released Claims against Company and the Company’s past and present
      Released Claims against Employee. Neither Employee or the Company will be able
      to recover any further monetary amounts from the other for any such Released
      Claim, even if such Released Claim is not known to Employee or the Company
      and
      even if knowledge of the unknown Released Claim would have caused Employee
      or
      the Company not to enter into this Agreement.

     

    13.3 Other
      Promises.
      No
      promise, inducement or agreement, except those stated in this Agreement, has
      been made to Employee or the Company to induce Employee or the Company to make
      or sign this Agreement.

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 6

          
            

          

        

        
          
          

        

      

    

    13.4 Integration.
      The
      terms of this Agreement are contractual and not mere recitals. This Agreement
      constitutes the final and entire expression of the parties and supersedes all
      prior statements, promises, representations, agreements and understandings,
      either oral or written, with respect to the matters set forth herein, except
      that Employee shall continue to be bound by Paragraphs 4, 9 (c) (i) and (ii)
      of
      the Second Amended and Restated Employment Agreement, as well as the provisions
      of any other assignments of intellectual property and/or non-competition,
      customer or employee non-solicitation, non-disclosure, confidentiality and/or
      similar agreements between the Parties. 

     

    13.5 Modification.
      No agent
      or employee of Company or any other person may orally or by conduct add to,
      delete or otherwise amend, modify, vary or contradict the terms or conditions
      of
      this Agreement or this subsection. This Agreement may be modified only by a
      written agreement signed by an authorized representative of the Company and
      the
      Employee.

     

    13.6 Titles
      and Captions. All
      section and subsection titles and captions contained in this Agreement are
      for
      convenience only and shall not be deemed part of the context nor affect the
      construction or interpretation of this Agreement.

     

    13.7 Number
      and Gender.
      Whenever
      used herein, the singular number shall include the plural and the plural the
      singular, and the use of any gender shall include all.

     

    13.8 Severability.
      The
      invalidity or unenforceability of any provision herein, or portion thereof,
      shall in no way affect the enforceability of any of the remaining provisions
      of
      this Agreement, which remaining provisions shall remain in full force and effect
      as if this Agreement has been executed with the invalid portion thereof
      eliminated.

     

    13.9 Parties
      in Interest.
      This
      Agreement shall be binding upon and inure to the benefit of Company, the other
      Releasees, Employee, and Employee’s current and former spouses, family members,
      successors, purchasers, representatives, attorneys, assigns, agents, heirs,
      executors, administrators, and any and all other persons and entities acting
      for, by, through, on behalf of or in concert with Employee or Company. No other
      person or entity is intended to be a beneficiary of this Agreement or to have
      any rights to enforce this Agreement. The parties intend that if Employee dies
      before this Agreement is fully performed, the Agreement shall remain in effect
      and his family and heirs shall obtain the benefits herein.

     

    As
      a
      condition of any sale of the business or substantially all of its assets, or
      any
      change in control thereof, the Company shall obtain the agreement of the
      purchaser to honor all terms of this Agreement.

     

    13.10 Governing
      Law.
      This
      Agreement shall be interpreted, construed, governed and enforced in accordance
      with the laws of the state of Idaho, without regard to its conflict of law
      rules, other than Section 187 of the Restatement (Second) of Conflicts of Laws,
      which permits the Parties to choose the law to govern their contractual rights
      and duties. 

     

    13.11 Attorney
      Fees.
      In any
      action, other than an action involving the ADEA, brought to interpret or enforce
      the provisions of this Agreement, the prevailing party shall be entitled to
      an
      award of its reasonable attorney fees and court costs, in addition to any other
      relief that may be awarded.

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 7

          
            

          

        

        
          
          

        

      

    

    13.12 Waiver.
      Any
      waiver by either party of any breach or violation of any provision of this
      Agreement shall not operate or be construed to be a waiver of any other or
      subsequent breach or violation of this Agreement.

     

    13.13 Counterparts
      and Facsimile Signatures. This
      document may be executed in counterparts, and once so executed by the Parties,
      each such counterpart shall be deemed to be an original instrument, but both
      such counterparts together shall constitute but one Agreement. Any facsimile
      signature hereon shall be deemed to be an original signature.

     

    13.14 Construction
      of Agreement. This
      Agreement embodies the terms of a settlement that is the product of voluntary
      negotiation between the Parties. Therefore, the language of this Agreement
      shall
      be construed as a whole, according to its fair meaning, and not strictly for
      or
      against either Party.

     

    13.15 Voluntary
      Execution /Authority.
      Each of
      the Parties executes this Agreement freely and voluntarily, without any duress
      or influence on the part of the other Party or any third person, with the intent
      to enjoy the Party’s benefits and discharge the Party’s obligations as set forth
      in this Agreement. The parties warrant that the signatories have full authority
      to execute this Agreement and bind their respective parties to its
      terms.

     

    13.16 Further
      Action.
      The
      parties will execute and deliver to each other any other documents and will
      take
      any other action reasonably necessary to effectuate the intent of this
      Agreement.

     

    13.17  Default.
      In the
      event of a default by the Company of any of the payment obligations set forth
      in
      this Agreement, the parties agree that in addition to any remedies allowed
      by
      law, any overdue payments shall accrue interest at the rate of twelve percent
      (12%). The parties also agree that the Company shall have thirty days to cure
      the default (including the payment of any interest accrued) prior to Employee
      instituting any legal action to collect on such unpaid balance.

     

    During
      the cure period and prior to default amount and interest being paid in full,
      the
      parties shall have the option, upon mutual agreement of both parties, of
      converting the past due amount owed in paragraph 1.1 into a stock grant, with
      the price of the stock calculated at the lesser
      of
      eighty-five cents ($.85) per share or the average trading price of the stock
      for
      the twenty (20) days prior to Employee’s election. If the parties mutually agree
      to such a grant in writing, then the Company shall take all actions required
      to
      implement such stock grant within thirty (30) days of written notice of
      election.

     

    [THIS
      SPACE INTENTIONALLY LEFT BLANK]

    
       

      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 8

          
            

          

        

        
          
          

        

      

    


    Employee
      and the Company have fully read and fully understand the terms of this
      Agreement, and are fully aware of the legal and binding effect of signing this
      Agreement.

     

    
      	 	Employee
	 	/s/
              Daniel Chen
	 	Daniel Chen


    

    


     

     

    
      	STATE OF OHIO	
              )

            
	 	) ss.
	County of  Lucas	)


    

     

    On
      this 14th day of December, 2007, before me personally appeared
Daniel
      Chen,
      known
      or identified to me (or proved to me on the oath of IDAHO DC), to be the person
      whose name is subscribed to the within instrument, and acknowledged to me that
      he executed the same.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written. 

     

     

    
      	 	/s/
              Christopher Venia                                                     
              
	 	
              NOTARY
                PUBLIC FOR 5/3 Bank

            
	 	Residing at 1674 Lance Point Dr.,
              Mauree, OH 43537
	 	My Commission Expires
              10-11-2011


    

     

     

    
      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE - 9

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              RxElite,
                Inc.

            
	 	 
	 	By /s/ Jonathan
              Houssian                                
	 	
               
Jonathan
                Houssian

            
	 	 
	 	Its CEO and
              President


    

     

    
       

      
        	STATE OF IDAHO	)
	 	) ss.
	County of  Ada	)


      

      
         

      

    

    On
      this 16th day of January, 2008, before me Jonathan Houssian,
      personally appeared Jonathan
      Houssian,
      known
      or identified to me (or proved to me on the oath of personal knowledge) to
      be
      the President of RxElite,
      Inc.,
      the
      corporation that executed the instrument or the person who executed the
      instrument on behalf of said corporation, and acknowledged to me that such
      corporation executed the same.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    


     

    
      
        	 	/s/
                Jill
                Thompson                                                                    
                
	 	
                NOTARY
                  PUBLIC FOR IDAHO

              
	 	Residing at Ada County
	 	My Commission Expires
                8/6/09


      

       

    

    
      
        
          
          

        

        
          DEPARTURE
            AGREEMENT AND GENERAL RELEASE -
            10