Exhibit 10.34

2008
AMENDED AND RESTATED EMPLOYMENT AGREEMENT

AMENDED
AND RESTATED EMPLOYMENT AGREEMENT, dated as of the 17 day of March, 2008, by
and among BENIHANA INC., a Delaware corporation (the Company) and JOEL A.
SCHWARTZ (the Executive).

Executive
is employed by the Company as its Chairman and Chief Executive Officer. The
Company and Executive desire to amend and restate Executives employment
agreement with the Company dated as of the 1st day of April, 2001,
and as amended to date (the Existing Agreement).

NOW
THEREFORE, in consideration of the premises and of the mutual covenants
hereinafter set forth, the parties hereto have agreed, and do hereby agree, the
Existing Agreement is hereby amended and restated to read in its entirety as
follows:

1.          EMPLOYMENT
TERM

1.1
The Company will employ Executive in its business and Executive will work for
the Company as Chairman and Chief Executive Officer for a term ending on March
31, 2011 unless sooner terminated as provided herein. Executive also agrees to
serve as director of the Company and as an officer and director of any
subsidiary, if so elected. Employment Period shall mean the term hereof.
Executive may terminate this Agreement upon not less than three months prior
written notice to the Company in the event that Executive would be required, in
order to perform his services hereunder, to move his principal residence from
the metropolitan Miami area.

1.2
The term Company as used in this Agreement shall be deemed to include any and
all present and future subsidiaries and affiliates of the Company.

2.          DUTIES

2.1
During the Employment Period, Executive shall perform the duties of Chairman
and Chief Executive Officer of the Company and such further executive duties
consistent with such position as shall, from time to time, be reasonably
delegated or assigned to him by the Board of Directors of the Company
consistent with Executives abilities.

3.          DEVOTION
OF TIME

3.1
During the Employment Period, Executive shall expend substantially all of his
working time for the Company; shall devote his best efforts, energy and skill
to the services of the Company and the promotion of its interests; and shall
not take part in activities detrimental to the best interests of the Company.

4.          COMPENSATION

4.1
In respect of services to be performed by Executive during the Employment
Period, the Company agrees to pay Executive at the annual rate in effect on the
date hereof until March 31, 2008 and at the annual rate of four hundred
thousand dollars ($400,000) effective from and after April 1, 2008(Basic
Compensation), payable in accordance with the Companys customary payroll
practices for executive employees.

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4.2
The Basic Compensation shall be increased by an amount established by reference
to the Consumer Price Index for Urban Wage Earners and Clerical Workers, New
York, New York- Northern New Jersey area published by the Bureau of Labor
Statistics of the United States Department of Labor (the Consumer Price
Index). The base period shall be the month ended December 31, 2007 (the Base
Period). If the Consumer Price Index for the month of December in any year,
commencing in 2008, is greater than the Consumer Price Index for the Base
Period, Basic Compensation shall be increased, commencing on April 1 of the
next following year, to the amount obtained by multiplying Basic Compensation
by a fraction, the numerator of which is the Consumer Price Index for the month
of December of the year in which such determination is being made and the
denominator of which is the Consumer Price Index for the Base Period.

4.3
Executive shall also be entitled to participate in the Benihana Executive
Incentive Compensation Plan (as from time to time amended and in accordance
with the terms thereof) and to such additional increments and bonuses as shall
be determined from time to time by the Board of Directors of the Company or its
Compensation Committee. Any such additional, discretionary bonuses shall be
paid to Executive within two and one-half months after the end of the fiscal year
or other period with respect to which they are paid.

4.4
If during the term hereof Executive owns any options to purchase securities of
the Company which securities are publicly traded and which options were granted
to him in connection with his service as an employee, officer or director of
the Company, Executive shall have the right at any time within twelve months
following the date of any Change in Control, as defined in Section 7.1 to
cause the Company to repurchase such options from him (but only to the extent
that such options are then exercisable by him in accordance with their terms)
at a purchase price equal to the difference between (i) the closing price of
the appropriate security of the Company (if traded on the New York or American
Stock Exchange or quoted in the NASDAQ National Market) or the average between
the closing bid and asked prices (if traded on the over-the-counter market) on
the date immediately prior to the date on which Executive exercises such right
and (ii) the exercise price of such option; provided however, that in no fiscal
year of the Company shall the aggregate purchase price of such options exceed
five percent (5%) of the total stockholders equity (net worth) of the Company
as shown on its audited financial statements for the fiscal year immediately
preceding the year in which such right is exercised. Such right shall be
exercised by Executive giving the Company written notice thereof and the
purchase and sale shall be consummated not more than ten (10) business days
after receipt by the Company of the notice of exercise. The Company shall
withhold all applicable withholding taxes from any amounts due to Executive
under this Section 4.4.

4.5
Upon any termination of this Agreement or Executives employment hereunder,
Executive shall be entitled to be paid only (i) any earned but unpaid Basic
Compensation due to Executive at the time of such termination, (ii) any amounts
due to him under (and in accordance with the terms of) any employee benefit or
bonus plans in which he was a participant, and (iii) the amounts, if any,
payable to him pursuant to the terms of Sections 6 through 9 below, and such
payments are in lieu of any severance or similar payments which may be provided
by the Company from time to time. Executive shall not be entitled to receive
any other or additional compensation of any kind. Notwithstanding anything to
the contrary contained therein, Executives right to receive any payments
provided for under Sections 6.2 through 9 shall be conditioned upon and subject
to Executives execution and delivery to the Company (not later than 30 days
after any termination of his employment under such Sections) of a general release,
substantially in the form of that attached hereto as Exhibit A.

5.          USE
OF AUTOMOBILE; REIMBURSEMENT OF EXPENSES

5.1
During the Employment Period, the Company shall pay directly, or reimburse
Executive, for all other reasonable and necessary expenses (other than the
automobile expenses described in Section 5.2) and disbursements incurred by him
for and on behalf of the Company in the performance of his duties during the
Employment Period upon submission of vouchers or other evidence thereof in
accordance with the Companys usual policies of expense reimbursement.

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5.2
In addition to the reimbursement described in Section 5.1, during the
Employment Period, Executive shall receive an allowance of $300 per month for
automobile expenses, including lease costs or purchase price, gasoline and oil
and garaging.

6.          DISABILITY
OR DEATH

6.1
If, during the Employment Period, Executive shall die, this Agreement shall
terminate upon such death and the Company shall pay to such person or persons
as Executive shall from time to time designate in writing as the beneficiary of
such payment, or, in the absence of such designation, to Executives
estate(Beneficiary) the amount of Three Hundred and Fifty Thousand ($350,000)
Dollars less the amount of any insurance on Executives life which has been purchased
by the Company for payment to the Beneficiary. Such payment shall be made in a
lump sum within ninety (90) days after the death of Executive.

6.2
If, during the Employment Period, Executive suffers a Disability, this
Agreement shall terminate as of the date on which the Executive is determined
by the Board of Directors of the Company (in good faith and after consultation
with and in reliance upon the advice of appropriate medical experts) to have a Disability
(a Section 6.2 Termination), and the Retirement Benefit provided for in
Section 9 below shall be paid to the Executive in accordance with its terms.
Disability shall mean any medically determinable physical or mental
impairment which is reasonably likely to result in the death of Executive or
the inability of Executive, for a continuous period of more than twelve (12)
months, to perform substantially all of his regular duties and carry out
substantially all of his responsibilities hereunder. The Company shall have the
right to have Executive examined by a competent doctor for purposes of
determining any physical or mental impairment Executive may have suffered.

6.3
The obligations of the Company to pay the Retirement Benefit provided for in
Section 9 may be satisfied, in whole or in part, by payments to Executive under
disability insurance provided by the Company, and under laws providing
disability benefits for employees. Any such payments received by Executive
after the expiration of the Term of this Agreement shall be credited against
and serve to reduce the payments provided for under Section 9 in the direct
order of their maturity, and any such payments received by Executive during the
Term of this Agreement shall be credited against and serve to reduce any Basic
Compensation due to Executive hereunder.

7.          CHANGE
IN CONTROL

7.1
In the event at any time during the Employment Period, a majority of the Board
of Directors is composed of persons who are not Continuing Directors, as
hereinafter defined, which event is defined to mean a Change in Control,
Executive shall have the option, to be exercised by written notice to the
Company, to resign as an employee and terminate this Agreement, effective as of
such date specified in the notice of exercise and upon such termination (a
Section 7.1 Termination)to receive payment (as provided below) of a sum equal
to the product of (A) the Basic Compensation in effect on the date of such
termination multiplied (B) by the number of years (both full and partial)
remaining in the term hereof had such termination not occurred. The payment
calculated in accordance with the provisions of the preceding sentence is
defined as the Severance Payment. The Severance Payment shall be paid to
Executive in sixty (60) equal consecutive monthly installments, commencing on
the first day of the month following the month in which the Section 7.1
Termination occurred. Notwithstanding any thing to the contrary contained
above, in the event that at the time of the Section 7.1 Termination (i) the
Company has securities that are publicly traded on an established securities
exchange, and (ii) Executive is a specified employee of the Company (in each
case, as such quoted terms are defined in Section 409A of the Internal Revenue
Code of 1986, as amended (the Code) or rules and regulations issued
thereunder), the Company shall delay the payment of the first six installments
of the Severance Payment due to Executive under this Section 7.1 to the date
that is six months plus one day (the Delayed Payment Date) after the Section
7.1 Termination, it being understood that any payment so delayed shall be paid
to Executive in a lump sum and without interest on the Delayed Payment Date;
provided, however, that such payment shall be so delayed only to the extent
necessary to prevent any accelerated or additional tax under Section 409A of
the Code. The Severance Payment shall constitute liquidated damages and not a
penalty, and Executive shall not be obligated to seek employment to mitigate
his damages; nor shall any compensation Executive receives from any party
subsequent to such Termination be an offset to the amount of such payment. The
Severance Payment is in addition to and not in lieu of any Retirement Benefit
to which Executive is entitled under the provisions of Section 9 below.

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7.2
Continuing Directors shall mean (i) the directors of the Company at the close
of business on the date hereof, and (ii) any person who was or is recommended
to (A) succeed a Continuing Director or (B) becomes a director as a result of
an increase in the size of the Board, in each case, by a majority of the
Continuing Directors then on the Board.

7.3
In the event that payments to Executive under this Section 7, plus payments
made under Section 9 on account of a Change in Control, plus any other payments
or other benefits made by the Company to Executive on account of a Change in
Control would, in the opinion of tax counsel selected by the Company and
reasonably acceptable to Executive (Tax Counsel), be subject, in whole or in
part, to the excise tax (the Excise Tax) imposed by Section 4999 of the Code,
as determined as provided below, the total amount of such payments shall be
reduced until no portion of such payments would be subject to the Excise Tax.
For the purpose of this provision, (i) only the portion of such payments which
in the opinion of Tax Counsel constitute a parachute payment within the
meaning of Section 280G(b)(2) of the Code shall be taken into account and (ii)
such payments shall be reduced only to the extent necessary so that such
payments would not be subject to the Excise Tax, in the opinion of Tax Counsel.

8.          TERMINATION
OF EMPLOYMENT WITHOUT CAUSE

8.1
Upon any termination of Executives employment (i) by the Company without
Cause as hereafter defined, or (ii) by Executive for Good Reason as
hereinafter defined(each, a Section 8 Termination), Executive shall be
entitled to receive an amount equal to the Severance Payment (the Section 8
Severance Payment).

8.2
The Section 8 Severance Payment shall be paid to Executive not later than 45
days after the Section 8 Termination; provided, however, that in the event that
at the time of any such Termination (i)the Company has securities that are
publicly traded on an established securities market, and (ii) Executive is a
specified employee of the Company (in each case as such quoted terms are
defined in Section 409A of the Code or rules and regulations issued
thereunder), the Company shall delay any Section 8 Severance Payment due to
Executive to the date that is six months plus one day (the Delayed Payment
Date) after such Termination, it being understood that any payment so delayed
shall be paid to Executive in a lump sum and without interest on the Delayed
Payment Date; provided, however, that such payment shall be so delayed only to
the extent necessary to prevent any accelerated or additional tax under Section
409A of the Code. The Section 8 Severance Payment shall constitute liquidated
damages and not a penalty, and Executive shall not be obligated to seek
employment to mitigate his damages; nor shall any compensation Executive
receives from any party subsequent to such Termination be an offset to the
amount of such payment. The Section 8 Severance Payment is in addition to and
not in lieu of any Retirement Benefit to which Executive is entitled under the
provisions of Section 9 below.

8.3
As used herein, the term Cause shall mean:(i) Executives deliberate and
intentional refusal (except by reason of incapacity due to mental or physical
illness or disability) to comply with the provisions of Section 3.1 of this
Agreement relating to the time and effort to be devoted by Executive to the
business and affairs of the Company after demand for performance by the Company
that specifically identifies the manner in which the Company alleges Executive
has not performed his duties, (ii) Executives proven dishonesty with respect
to the Company, disloyalty, Executives gross negligence or willful misconduct
which, in any case, results in demonstrable material harm to the Company, (iii)
the breach by Executive of his covenant not to compete contained in Section
10.4 hereof, (iv) the continuing breach of any of the other covenants on
Executives part herein set forth resulting in, or which may reasonably be
expected to result in a substantial adverse effect on the Company, or (v)
Executives conviction of a crime involving moral turpitude. Good Reason
shall mean a termination by Executive (A) pursuant to the provisions of Section
1.1 or (B) as a result of a material breach by the Company of any of the
Companys material obligations under this Agreement, provided that (i)
Executive gives notice of such condition to the Company within 90 days after
the initial existence of the condition, which notice gives the Company 30 days
within which to cure the condition and (ii) the condition is not cured within
such 30-day period.

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9.          LONG
TERM COMPENSATION AND MEDICAL INSURANCE

(a)
In recognition of Executives many years of service to the Company and its
predecessors, (A) in the event Executives employment with the Company is
terminated by reason of (i) a Section 6.2 Termination, (ii) a Section 7.1
Termination, or (iii) a Section 8 Termination, or (B) in the event that this
Agreement shall terminate on its scheduled expiration date without having been
renewed or extended (an Expiration Event), the Company shall pay Executive,
as additional long term compensation, an amount (referred to herein as the
Retirement Benefit) equal to Five (5) times Executives Basic Compensation in
effect as at the time of the relevant event specified in clause (A) or (B)
above. The Retirement Benefit shall be paid to Executive in sixty (60) equal,
consecutive monthly installments, commencing on the first day of the month
following the month in which the relevant Termination or Expiration Event
occurred. Nothing in this provision shall imply any obligation on the part of
Executive or the Company to enter into an extension, renewal or replacement of
this Agreement or to be reasonable in negotiating any such extension, renewal
or replacement. Notwithstanding anything to the contrary contained above, in
the event that at the time of the relevant Termination or Expiration Event, (i)
the Company has securities that are publicly traded on an established
securities exchange, and (ii) Executive is a specified employee of the
Company (in each case as such quoted terms are defined in Section 409A of the
Code or rules and regulations issued thereunder), the Company shall delay the
payment of the first six installments of the Retirement Benefit due to
Executive under this Section 9 to the date that is six months plus one day (the
Delayed Payment Date) after the relevant Termination or Expiration Event, it
being understood that any payment so delayed shall be paid to Executive in a
lump sum and without interest on the Delayed Payment Date; provided, however,
that such payment shall be so delayed only to the extent necessary to prevent
any accelerated or additional tax under Section 409A of the Code.

(b)
In addition, for a period of three years following any termination of his
employment hereunder (other than a termination for Cause), Executive and his
family members shall continue to be covered, at the expense of the Company,
under any group medical, dental or similar insurance plan maintained generally
for the benefit of the Companys senior executives (the Insurance Plans) to
the extent that Executive and such family members are then eligible to
participate therein in accordance with their terms, it being understood that
the Company shall use its good faith efforts (but without incurring any
additional costs) to ensure that Executive and such family members maintain
such eligibilty. To the extent that Executive is not eligible to participate in
the Insurance Plans, the Company shall pay to Executive an amount (the
Insurance Payment) equal to the amount paid by the Company during calendar
year 2007 with respect to Executives participation in the Insurance Plans
maintained by the Company. The Insurance Payment shall be increased annually to
reflect any increases in the cost of living from and after December, 2007, such
increases in the cost of living to be determined in accordance with the
procedures set forth in Section 4.2 above. The Insurance Payment shall be made
to Executive in such periodic installments as the Company may determine but in
no event less frequently than quarterly, provided however that any Insurance
Payment due to Executive with respect to any calendar year shall be payable no
later than the end of the following calendar year. Notwithstanding anything
herein to the contrary, (i) the Insurance Payment hereunder for any calendar
year or the insurance benefit to be provided to Executive hereunder with
respect to any calendar year shall not affect the amounts eligible for payment
to Executive hereunder or the Insurance Payment to be provided to Executive
hereunder in any other calendar year, and (ii) the right to the Insurance
Payment or the insurance benefit to be provided to Executive hereunder shall
not be subject to liquidation or exchange for another benefit.

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10.          CONFIDENTIAL
INFORMATION; INVENTIONS; RESTRICTIVE COVENANT

10.1
Executive agrees not to divulge, furnish or make available to anyone (other
than in the regular course of business of the Company) any knowledge or
information with respect to the Company, or with respect to any other
confidential or secret aspect of the Companys activities.

10.2
Any methods, developments, inventions and/or improvements, whether patentable
or unpatentable, which Executive may conceive or make along the lines of the
Companys business while in its employ as an employee or consultant, shall be
and remain the property of the Company. Executive further agrees on request to
execute patent applications based on such methods, developments, inventions
and/or improvements, including any other instruments deemed necessary by the
Company for the prosecution of such patent application or the acquisition of
Letters Patent of this and any foreign country.

10.3
Executive agrees to communicate and make known to the Company all knowledge
possessed by him relating to any methods, developments, inventions and/or
improvements, whether patented, patentable or unpatentable, which concern in
any way the business of the Company, whether acquired by him before or during the
term hereof, provided, however, that nothing herein shall be construed as
requiring any such communication where the method, development, invention
and/or improvement is lawfully protected from disclosure as the trade secret of
a third party or by any other lawful bar to such communication.

10.4
The services of Executive are unique and extraordinary and essential to the
business of the Company, especially since Executive shall have access to the
Companys customer lists, trade secrets and other privileged and confidential
information essential to the Companys business. Therefore, Executive agrees
that, so long as the Company is not in breach of any of its material
obligations hereunder, during the term of this Agreement and for the Applicable
Period following any termination hereof, Executive will not, without the prior
written approval of the Company, directly or indirectly, within the United
States of America, or any other area in which the Company shall then conduct
substantial operations, engage in any business activity competitive with the
business of the Company, as hereinafter defined, or solicit, directly or
indirectly, any person who, at the time of such solicitation or at any time
within twelve months prior thereto, was an employee or customer or account of
the Company. For the purpose of this agreement a business activity competitive
with the business of the Company shall include only (i) the operation or
franchising of restaurants of a type then being operated, or under
construction, by the Company and (ii) the sale, at wholesale or retail, of
products similar in type and quality to those being marketed by the Company at
the time of Executives termination of employment. Applicable Period means the
period commencing upon the termination of Executives employment with the
Company and ending upon the later of (i) one-year after any such termination,
or (ii) the date on which the Companys obligations to make payments to
Executive hereunder shall terminate.

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11.          VACATIONS

During
the Employment Period, Executive shall be entitled to reasonable vacations
during each twelve-month period of the term hereof, the time and duration
thereof to be determined by mutual agreement between Executive and the Company.

12.          PARTICIPATION
IN EMPLOYEE BENEFIT PLANS

During
the Employment Period, Executive and any beneficiary of Executive shall be
accorded the right to participate in and receive benefits under and in
accordance with the provisions of any pension, profit-sharing, insurance,
bonus, deferred compensation, medical and dental insurance or reimbursement,
stock option, or other plan or program of the Company now in existence or
hereafter adopted for the benefit of its executive employees.

13.          INJUNCTIVE
RELIEF

Executive
acknowledges and agrees that, in the event he shall violate any of the
restrictions of Section 10 hereof, the Company will be without adequate remedy
at law and will therefore be entitled to enforce such restrictions by temporary
or permanent injunctive or mandatory relief obtained in an action or may have
at law or in equity, and Executive hereby consents to the jurisdiction of such
Court for such purpose, provided that reasonable notice of any proceeding is
given, it being understood that such injunction shall be in addition to any
remedy which the Company may have at law or otherwise.

14.          ASSIGNMENT,
ETC.

This
Agreement, as it relates to the employment of Executive, is a personal contract
and the rights and interests of Executive hereunder may not be sold,
transferred, assigned, pledged or hypothecated. Except as otherwise expressly
provided, this Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns.

15.          RIGHT
TO PAYMENTS, ETC.

Executive
shall not under any circumstances have any option or right to require payments
hereunder otherwise than in accordance with the terms hereof. To the extent
allowed by law, Executive shall not have any power of anticipation, alienation
or assignment of payments contemplated hereunder, and all rights and benefits
of Executive, and no other person shall acquire any right, title or interest
hereunder by reason of any sale, assignment, transfer, claim or judgment or
bankruptcy proceedings against Executive.

Notwithstanding
anything in this Agreement to the contrary, payments upon termination of
employment hereunder may only be made upon a separation from service as
determined under Section 409A of the Code (but only in the event that Section
409A of the Code is in effect at the time of the termination of this
Agreement), and in no event may Executive, directly or indirectly, designate
the calendar year of any payment to be made under this Agreement.

16.          NOTICES,
ETC.

Any
notice required or permitted to be given to Executive pursuant to this
Agreement shall be sufficiently given if sent to Executive by certified mail
addressed to him at the following address: 4100 North 36th Avenue, Hollywood,
Florida, 33021, or at any such other address as he shall designate by notice to
the Company, and any notice required or permitted to be given to the Company
pursuant to this Agreement shall be sufficiently given if sent to the Company
by certified mail addressed to it at 8685 Northwest 53rd Terrace, Miami,
Florida 33166, attention of Corporation Secretary, or such other address as the
Company shall designate by notice to Executive, with a copy to Landey Strongin,
Esq., Dornbush Schaeffer Strongin & Venaglia, LLP, 747 Third Avenue, New York,
New York, 10017.

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17.          GOVERNING
LAW

This
Agreement shall be governed by, and construed in accordance with the laws of
the State of Florida, applicable to agreements made and to be performed solely
within such state.

18.          WAIVER
OF BREACH; PARTIAL INVALIDITY

The
waiver by either party of a breach of any provision of this Agreement shall not
operate or be construed as a waiver of any subsequent breach. If any provisions
of this Agreement shall be held to be invalid or unenforceable, such invalidity
or unenforceability shall attach only to such provision and not in any way
affect or render invalid or unenforceable any other provisions of this
Agreement, and this Agreement shall be carried out as if such invalid or
unenforceable provision were not embodied therein.

19.          ENTIRE
AGREEMENT

This
Agreement constitutes the entire agreement between the parties hereto and there
are no representations, warranties or commitments except as set forth herein.
This Agreement supersedes all prior and contemporaneous agreements, understandings,
negotiations and discussions, whether written or oral, of the parties hereto
relating to the transactions contemplated by this Agreement. This Agreement may
be amended only in writing executed by the parties hereto affected by such
amendment.

IN
WITNESS WHEREOF, the undersigned have executed this Amended and Restated
Agreement as of the day and year first above written.

| |                  | 
| | ---------------- | 
| | BENIHANA
 INC.   | 
| |                  | 
| | By:              | 
| |                  | 
| |                  | 
| |                  | 
| |                  | 
| | Joel A. Schwartz | 

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EXHIBIT AFORM OF GENERAL RELEASE

Joel
A. Schwartz (Schwartz or the Executive) acknowledges and agrees that, for
and in consideration of the benefits payable to him under Sections 6.2, 7, 8
and 9 of that certain Amended and Restated Employment Agreement (the
Employment Agreement) between Schwartz and Benihana Inc. (the Company)
dated as of March __, 2008 and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, for himself and for
his heirs, executors, administrators, trustees, legal representatives,
successors and assigns (collectively referred to for purposes of this General
Release as the Schwartz Releasors), hereby forever releases and discharges
the Company and any and all of the Companys past, present and future parent
entities, subsidiaries, divisions, affiliates or related business entities,
assets, employee benefit and/or pension plans or funds, successors and assigns
and any of their and/or the Companys past, present and future owners,
directors, officers, attorneys, fiduciaries, agents, trustees, administrators,
Executives, successors and assigns, whether acting as agents for the Company or
in their individual capacities (collectively referred to as the Company
Releasees), from all claims, demands, causes of action, and liabilities of any
kind whatsoever (upon any legal or equitable theory, whether based on any
federal, state or local constitution, statute, ordinance, regulation, common
law, court decision or otherwise), whether known or unknown, asserted or
unasserted, which any of the Schwartz Releasors ever had, now have, or
hereafter may have against any of the Company Releasees by reason of any actual
or alleged act, omission, transaction, practice, policy, conduct, occurrence
and/or other matter from the beginning of the world up to and including the
date that Schwartz signs this General Release.

Without
in any way limiting the generality of the foregoing, the Schwartz Releasors so
release and discharge the Company Releasees from, including but not limited to:
(a) any and all claims arising under Title VII of the Civil Rights Act of 1964,
as amended, the Age Discrimination in Employment Act, as amended by the Older
Workers Benefit Protection Act, 42 U.S.C. § 1981, the Americans With
Disabilities Act, the Family and Medical Leave Act, the Executive Retirement
Income Security Act (except for any vested benefits, which are not affected by
this General Release), the Fair Labor Standards Act, the Equal Pay Act, the National
Labor Relations Act, (b) any and all other claims for employment
discrimination, harassment, and/or retaliation (whether based on a federal,
state or local constitution, statute, ordinance, code, common law, court
decision or otherwise); (c) any and all claims relating to Schwartzs
employment by the Company (and/or by any of the other of the Company
Releasees), the terms and conditions of such employment and/or the termination
of such employment; (d) any and all claims relating to, or arising out of, the
making of the Employment Agreement and this General Release; (e) any and all
claims for damages or personal injury of any type whatsoever (whether arising
by virtue of any constitution, statute, ordinance, common law, court decision
or otherwise); (f) any and all claims of breach of implied or express contract,
misrepresentation, negligence, fraud, wrongful discharge, constructive
discharge, infliction of emotional distress, intentional infliction of
emotional distress, battery, defamation, libel, slander, compensatory and/or
punitive damages; and (g) any and all claims for attorneys fees, costs,
disbursements and the like.

This
General Release specifically excludes and does not apply to any of Schwartzs
(i) claims for any payments due to him based upon Sections 6, 7, 8 and 9 of the
Employment Agreement, (ii) any rights he may have under any stock option
agreement, restricted stock award or similar agreement entered into between
Schwartz and the Company, (iii) claims arising under the provisions of any
employee benefit plans of the Company, if any, which are applicable generally
to former employees of the Company, and (iv) claims for indemnification arising
under any contract between the Company and the Executive or under the
provisions of the Companys Certificate of Incorporation or By-laws, or the
Delaware General Corporation Law.

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Schwartz
acknowledges and agrees that: (a) he has carefully read and fully understands
all of the provisions of this General Release; (b) he has not relied upon any
representations or statements, written or oral, not set forth in this General
Release or in the Employment Agreement; (c) he executes this General Release
freely, voluntarily and with full knowledge of its terms and consequences; (d)
he has been afforded sufficient time and opportunity to consult with an
attorney and is hereby advised to consult with an attorney prior to signing
this General Release; (e) he has been given at least twenty-one (21) days
within which to consider this General Release and that if he signs this General
Release in less than twenty-one days he does so voluntarily and without any
pressure or coercion of any nature from the Company; (f) for a period of seven
(7) days following his execution of this General Release, he may revoke this
General Release by providing written notice of such revocation to Company and
that this General Release shall not become effective or enforceable until the
seven (7) day revocation period has expired; and (g) that if he timely revokes
this General Release, he will forfeit his entitlement to any additional
payments under the Employment Agreement.

IN
WITNESS WHEREOF, Executive has executed this General Release on the day
of___________.

| |                   
| | ------------------
| |                   
| | Joel A.
  Schwartz

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