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                                                                    EXHIBIT 10.9
                                  CONFIDENTIAL

                                                               December 21, 2004

Mr. James Dolphin
5319 Butler Court
Columbia, MD 21044

            RE:   SEPARATION AGREEMENT AND GENERAL RELEASE
Dear Jim:

      This letter agreement (the "Agreement"), when signed by you, will
constitute a binding agreement between us with respect to the terms of your
separation from employment with The Town and Country Trust (the "Company"). You
are advised to consult with an attorney prior to signing this Agreement. By
signing this Agreement, you will receive significant, additional benefits that
you would not otherwise be entitled, and you also will be waiving important
legal rights.

      1.    You acknowledge that you have resigned from your executive position
with the Company effective January 31, 2005 (the "Termination Date").

      2.    You acknowledge that you have been paid all of your earned salary
and accrued vacation through the Termination Date, and that the Company has
fully reimbursed all of your business expenses through such date.

      3.    In return for your promises in this Agreement, provided that you
sign the Agreement, do not revoke the Agreement, and abide by its terms, the
Company will provide you with the following separation benefits (the "Separation
Benefit") commencing with the Company's first regular pay date following your
execution and non-revocation of this Agreement:

            (a)   The Company will continue to pay to you your salary, at the
                  rate of $285,000 per annum, payable bi-weekly, less deductions
                  and withholdings required or permitted by law, through
                  November 30, 2006.

            (b)   The Company will pay to you a lump sum bonus payment in the
                  amount of $125,000, less deductions and withholdings required
                  or permitted by law, for the year ending December 31, 2004.

            (c)   You will have the right to continue (at your expense) your
                  participation in the Company's group heath and dental
                  insurance plan for up 18 months after the

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Mr. James Dolphin
December 21, 2004
Page 2

                  Termination date, subject to the restrictions and requirements
                  set forth under such benefit plan as well as the Consolidated
                  Omnibus Budget Reconciliation Act of 1985 ("COBRA") and the
                  relevant regulations.

            (d)   The Company will continue to permit your use of the Company
                  automobile in your possession, at your sole expense, and the
                  Company will transfer the title of that automobile to you (at
                  no cost to you) as of November 30, 2006.

            (e)   You will be permitted to retain possession of your cell phone
                  and the Company-owned computer presently in your home.

            (f)   Your current Company telephone number and related voicemail
                  box will remain partially active under Company control through
                  December 31, 2005; the voicemail message that is played to
                  callers will indicate that you are no longer associated with
                  the Company and direct them to your new contact information
                  for future reference. Callers will not be permitted to leave
                  voice messages and you will not have access to retrieve
                  messages. Persons emailing your Company email address will
                  receive a similar response directing them to your new contact
                  information for future reference. The contents of your
                  personal Lotus Notes address book will be conveyed to you.

      4.    In consideration for the Separation Benefit and other benefits
contained in this Agreement, on behalf of yourself and your heirs, family
members, executors, administrators, successors and assigns, you hereby fully and
forever release and discharge the Company (which for purposes of such waiver,
release and discharge is deemed to include its present and former officers,
directors, employees, agents, investors, shareholders, administrators,
representatives, affiliates, divisions, subsidiaries, parent corporations,
predecessor and successor corporations and assigns) from any and all liability
for any claim, duty, obligation, cause of action or damages (collectively
"claims"), whether presently known or unknown, suspected or unsuspected, that
you may possess arising from any omission, act or fact arising out of your
employment with the Company or the termination thereof, that has occurred from
the beginning of time up to and including the date you sign this Agreement. Such
released claims include, but are not limited to:

            (a)   any claims for wages, separation pay, severance pay, bonuses,
                  accrued vacation, personal days, holidays, stock, stock
                  options, attorneys' fees, costs or expenses;

            (b)   any other claims arising out of your employment with the
                  Company or the termination thereof;

            (c)   any claims arising under the common law including, without
                  limitation, all claims pursuant to public policy or tort law;

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Mr. James Dolphin
December 21, 2004
Page 3

            (d)   all claims arising under any agreement, contract (express or
                  implied), understanding or promise (whether oral or written)
                  between you and the Company;

            (e)   any claims arising under any federal, state or local
                  constitution, statute, regulation or ordinance, each as
                  amended to the date hereof, including, without limitation,
                  Title VII of the Civil Rights Act of 1964; the Civil Rights
                  Act of 1991; the Age Discrimination in Employment Act of 1967;
                  the Americans with Disabilities Act of 1990; the Equal Pay
                  Act; the Family and Medical Leave Act of 1993; the Maryland
                  Fair Employment Practices Act; and

            (f)   any claim for any other loss or damage.

      5.    You acknowledge that the Separation Benefit provided to you under
this Agreement exceeds any payment, benefit and/or other thing of value to which
you might otherwise be entitled pursuant to any policy, plan or procedure of the
Company or pursuant to any prior agreement or contract with the Company. You
specifically acknowledge that among the rights and claims against the Company
that you are waiving are all your rights and claims under the Age Discrimination
in Employment Act of 1967, as amended. You understand that you are not waiving
any rights or claims that arise after the effective date of this Agreement and
that you are not releasing the Company with respect to any rights you may have
under any employee benefit plans as defined in Section 3(3) of ERISA.

      6.    The Company agrees to release any and all claims that it may possess
against you as of this date, provided that you sign this Agreement, do not
revoke it, and abide by its terms.

      7.    Except for the purpose of seeking enforcement of the terms of this
Agreement, you agree that you have not and will not institute any charges,
claims, administrative proceedings, arbitration proceedings or actions against
the Company regarding any matter that has been released pursuant to paragraph 4.
If you violate this Agreement by filing or instituting any such charges, claims,
administrative proceedings, arbitration proceedings or actions, you agree to pay
all costs and expenses of defending against the suit incurred by the Company,
including its reasonable attorneys' fees, disbursements and costs.

      8.    You agree that you will not, unless required by law or authorized in
writing by an officer of the Company, talk about, write about or otherwise
publicize the terms of this Agreement, the benefits being paid under it or the
fact of their payment, except that this information may be disclosed to your
respective family members, attorneys, accountants or other professional advisors
to whom disclosure must be made in order for them to render professional
services to you. Such attorneys, accountants or other professional advisors
will, however, be instructed to maintain the confidentiality of this
information. Notwithstanding the foregoing, you and the Company agree that this
Agreement may be used as evidence in any proceeding, administrative, judicial,
arbitral or otherwise, relating to the enforcement of this Agreement.

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Mr. James Dolphin
December 21, 2004
Page 4

      9.    You further agree that you will not, at any time, orally or in
writing, disparage, denigrate or defame the Company, or any subsidiary, parent
corporation or affiliate of the Company, their respective products, services or
business conduct, or otherwise impugn the reputation of the Company, or any
subsidiary or affiliate of the Company, or that of any of their respective
directors, officers, affiliates, agents, employees or representatives.

      10.   The Company agrees that it will not, orally or in writing,
disparage, denigrate or defame you, or otherwise impugn your reputation. You
agree to direct any inquiries regarding the termination of your employment to
Harvey Schulweis, who will give you a positive recommendation regarding your
employment performance, character and otherwise provide the dates of your
employment, positions and compensation. For any inquires the Company receives
regarding the termination of your employment, the Company agrees to use its best
efforts to refer any inquiries to Harvey Schulweis, who will give you a positive
recommendation regarding your employment performance, character and otherwise
provide the dates of your employment, positions and compensation.

      11.   You recognize and acknowledge that the Company has expended
considerable resources in the acquisition, development and accumulation of
confidential information, trade secrets and proprietary information concerning
its business operations. You further recognize and acknowledge that by reason of
your employment with the Company you were in a confidential relationship with
the Company and had access to its confidential information, trade secrets and
proprietary information. Accordingly, you agree as follows:

            (a)   You agree that you will not use or disclose to any third
                  party, in any manner whatsoever, whether created by you or
                  obtained from the Company (or any subsidiary or affiliate
                  thereof) or third parties, any confidential information, trade
                  secrets or proprietary information relating to your employment
                  with the Company, the operations of the Company (or any
                  subsidiary or affiliate thereof) (including, without
                  limitation, marketing and sales plans, financial data and
                  reports, business plans and employee information), or
                  confidential information pertaining to any business
                  relationships of the Company (or any subsidiary, parent
                  corporation or affiliate thereof).

            (b)   Except for the benefits and property enumerated in paragraph 3
                  of this Agreement, you agree that you will immediately return
                  to the Company (i) all property of the Company (or any
                  subsidiary or affiliate thereof) in your possession or under
                  your control, including, without limitation, computer hardware
                  and software, computer data files (whether in tape or diskette
                  form) and computer system access codes, and (ii) all
                  merchandising programs, memoranda, notes, plans, records,
                  reports, financial statements, employee files, prospective
                  employee resumes, correspondence (both intra-company and with
                  outside parties) and other documents and data (and all copies
                  thereof) relating to

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Mr. James Dolphin
December 21, 2004
Page 5

                  the business of the Company (or any subsidiary or affiliate
                  thereof), whether created by you or obtained from the Company
                  (or any subsidiary or affiliate thereof) or third parties,
                  which you have in your possession or under your control.

      12.   You acknowledge that your obligations set forth in this Agreement
are reasonable and necessary for the protection of the Company and that the
Company may be irrevocably damaged if such obligations are not specifically
enforced. Accordingly, you agree that, in addition to any other relief to which
the Company may be entitled in the form of actual or punitive damages, the
Company shall be entitled to seek and obtain injunctive relief from a court of
competent jurisdiction for the purpose of restraining you from any actual or
threatened breach of such obligations. It is further agreed that, in case of
your breach or threatened breach of any of such obligations, the Company shall
have no further liability to make any payments to you which would otherwise be
due and payable hereunder, shall be entitled to recover from you any benefit
paid under this Agreement, and shall be entitled to recover from you any and all
damages, losses, costs and expenses it incurs (including, without limitation,
attorneys' fees and expenses) in connection with such breach or violation (or
threat thereof) and any enforcement of the Company's rights hereunder. In the
event of any breach or threatened breach of any of the Company's obligations
under this Agreement, you shall be entitled to recover from the Company any and
all damages, losses, costs and expenses that you incur (including, without
limitation, attorneys' fees and expenses) in connection with such breach or
violation (or threat thereof) and any enforcement of your rights hereunder.

      13.   If, for any reason, any aspect of your obligations in this Agreement
as applied to you is determined by a court of competent jurisdiction to be
unreasonable or unenforceable against you for any reason, such obligations
shall, if possible, be modified by such court to the minimum extent necessary to
make such obligations enforceable against you.

      14.   This Agreement will be deemed to have been made within the State of
Maryland, and shall be interpreted, construed and enforced in accordance with
the laws of the State of Maryland applicable to agreements made and to be
performed entirely within that state, without regard to the conflicts of laws or
choice or law principles thereof. In any action to enforce the terms of this
Agreement, the parties hereby waive trial by jury, and consent and agree that
the Circuit Court for Baltimore County, Maryland and the United States District
Court for the District of Maryland each shall have personal jurisdiction and
proper venue with respect to any dispute between us.

      15.   Nothing in this Agreement shall be construed as an admission of any
liability by the Company, and the Company specifically disclaims any liability
to or wrongful treatment of you.

      16.   Except as otherwise provided in paragraph 13 hereof, if any clause
of this Agreement should ever be determined to be unenforceable, the parties
agree that the same shall not affect the remainder of this Agreement, which
shall otherwise be given full effect, without regard to the invalid clause.

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Mr. James Dolphin
December 21, 2004
Page 6

      17.   Although you may sign this Agreement as soon as you wish, you may
take up to 21 days to decide whether to sign it. Your decision to sign this
Agreement and to accept its terms is revocable at your option within 7 days
after the date you sign it. Any revocation of this Agreement within this period
must be submitted in writing to Harvey Schulweis. None of the Company's
obligations hereunder become effective until you sign the Agreement and the
7-day revocation period has expired. Since the Separation Benefit and other
benefits contained in this Agreement are contingent on your execution and
non-revocation of this Agreement, if you do not sign the Agreement within 21
days or if you revoke it, the Company will not have any obligation to provide
the Separation Benefit or any other benefit within this Agreement to you.

      18.   BY SIGNING BELOW, YOU ACKNOWLEDGE THAT YOU UNDERSTAND THAT THIS
AGREEMENT CONTAINS A LEGALLY BINDING AND COMPLETE RELEASE OF ALL CLAIMS YOU MAY
HAVE AGAINST THE COMPANY AND CERTAIN OTHER PERSONS IDENTIFIED IN PARAGRAPH 4.
YOU FURTHER AGREE THAT YOU HAVE BEEN GIVEN A SUFFICIENT OPPORTUNITY TO CONSIDER
THIS AGREEMENT AND HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY OF YOUR CHOICE.
YOU ACKNOWLEDGE THAT YOU ARE SIGNING THIS AGREEMENT VOLUNTARILY, AND THAT YOU
HAVE RELIED ONLY ON THE PROMISES WRITTEN IN THIS AGREEMENT AND NOT ON ANY OTHER
PROMISE MADE BY THE COMPANY. THIS AGREEMENT MAY NOT BE MODIFIED OTHER THAN BY A
WRITING SIGNED BY BOTH OF US.

      Kindly sign this Agreement where indicated below, and return the original
to me. A second copy has been enclosed for your files.

                                           Very truly yours,

                                           The Town and Country Trust

                                           By: /s/ Harvey Schulweis
                                               --------------------
                                               Harvey Schulweis
                                               Chairman & CEO
AGREED TO AND ACCEPTED:

/s/ James Dolphin
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James Dolphin

12/30/04
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Date