ContractbetweenMembrana GmbH, Öhder Straße 28, 42289 Wuppertalhenceforth “company”andDr. Stefan Geyler, Liefergasse 7, 40213 Düsseldorfto agree to the following annulment of obligatory relationshipPreambleThe company terminated the employment relationship existing since 01.08.1990 and in the employmentcontract of 26.06.1998 with Dr. Geyler through correct observation of notice period on 26.06.2006,notice being duly served on the same day and effective as of 30.06.2007. After initiating anunfair dismissal protection suit now pending under file no. 6 Ca 2283/06 at the WuppertalIndustrial Tribunal and following comprehensive legal advice, Dr. Geyler has concluded that hecannot raise any objections to the termination of employment notice.1. The parties agree, that the employment agreement existing between them will terminate on30.06.2007 as instigated by the company. 2. Dr. Geyler has the right to terminate the employment agreement prematurely before the30.07.2007 by serving notice of 14 days to the end of the month. This termination complieswith the expressed wishes of the company. 3. Owing to the termination of his employment and the loss of his job Dr. Geyler will receive aredundancy payment of 185,000.00 € gross (in writing:one hundred and eighty-five thousandeuros) to compensate the loss of status of possession according to §§ 3 no. 9, 34, 24 EstG aswell as in appropriate application of §§ 9, 10,KSchG. 4. The redundancy payment according to no. 3 of this agreement increases for every full month ofpremature withdrawal from employment according to no. 2 of this agreement by 5, 750,00 €gross. With this payment all claims for compensation for the period of prohibition ofcompetition have been fulfilled. The prohibition of competition remains effective until30.06.2007. 5. The redundany pay claim is inheritable and already comes into effect with the signing of thisagreement. The severance pay falls immediately due on the termination of employment. 6. On signing this agreement to annul both parties undertake to seek a settlement within thecontent of this agreement in the pending action before the Wuppertal Industrial Tribunal.
 

 
  The final settlement will be made in writing according to § 278 Abs.6 Satz 1 ZPO. Thecompany will pay 50% of the legal costs and lawyer’s fees. 7. The company reserves its rights to suspend Dr. Geyler at any time until the termination ofemployment from his duties on continued payment of the agreed emoluments. Due to the specialcircumstances of redundancy all claims to holidays up to the termination of employment havebeen completely fulfilled. Eventual interim earnings during the period of withdrawal will notbe forfeited to the employer. During his suspension from duties Dr. Geyler is authorized touse his company phone at the company’s expense for job application activities. 8. Dr. Geyler is entitled under the terms of his contract to company pension benefits. Thebasis of computation for pension benefit is the current monthly remuneration of 11,536.00€. The vested right to future pension payment remains in effect according to § 1 Abs. 1BetrAVG. The amount of benefit due can be obtained from the attached enclosure. 9. After signing this agreement Dr. Geyler has the right to give lectures, carry out trainingactivities and publish at his own cost without having to seek permission from the company.Earnings from these activities will not be deducted by the company from the payments promisedin this agreement. 10. Dr. Geyler will receive his interim testimonial enclosed with this agreement. On terminationof employment Dr. Geyler will receive a final testimonial under that date and corresponding tothe content of the interim testimonial. The company will only give information correspondingwith this testimonial. 11. Dr. Geyler will return within two weeks of signing this agreement all documents and objectsin his possession but which belong to the company. Dr. Geyler will purchase the mobile phoneHandy Nokia in his possession on 01.10.2006 without guarantee at the price of 50.00 € plusVAT. He will take over the existing D2-contract with the phone no. 0172/7051230 on30.09.2006. Until this time the company will accept monthly costs to the amount of 100.00€. 12. Dr. Geyler undertakes to treat as confidential all information acquired during his employmentby the company, pertaining to internal procedures, especially business and company secrets,also beyond the termination of his employment. 13. Press releases and other statements to indeterminate circles will only be given after wordingagreed by both parties. This does not include the American company, which reserves its rightto publish the retirement of Dr. Geyler together with the conditions according to USguidelines. 14. This agreement finally regulates the continued employment relationship between the companyand Dr. Geyler until 30.06.2007 and termination of this to that or an earlier date accordingto no. 4 of this agreement. With the fulfillment of obligations from this agreement allmutual claims by the parties have been settled. There is no reason for a contractual right ofrevocation. The general meeting of members will formulate a vote of
2

 
  formal approval as a supplement to the passing of this agreement according to § 46 no. 5GmbHG. 15. As far as otherwise stated each party pays its own costs and those of their own advisers inconnection with the completion and execution of this contract. 16. To ensure the continued and undiminished claim to unemployment benefit Dr. Geyler is obligedunder § 37 b SGB III immediately on conclusion of this agreement to annul to report in personto the Employment Office as seeking employment. By giving this information the company hasdischarged its duty according to § 2 II 2 SGB III. 17. Any changes or supplements to this agreement must be made in writing. In the event of a termbeing or becoming invalid, this will not affect the other terms. A legally acceptable termapproximating as much as possible in meaning would replace the invalid one.     Wuppertal, 27 July 2006   Wuppertal, 27 July 2006       /s/ Christian Vogelsang            /s/ Josef Sauer     /s/ Dr. Stefan Geyler     Membrana GmbH   Dr. Stefan Geyler
3