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EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this
Agreement) made as of November 1, 2007, between Fortified Holdings
Corp., a Nevada corporation with a principal place of business at 191 Post Road
West, Westport, CT 06880 (Employer), andSteve Cooper
(Executive), an individual residing at 3818 White Post Ct, Alexandria,
VA, 22304.

The parties agree as follows:

1. Definitions.Unless otherwise defined herein, capitalized terms when used herein shall
have the following meanings:

1.1
  Cause shall mean: (i) the gross neglect of or willful failure
  or refusal of Executive to perform Executives duties hereunder (other
  than as a result of Executives Disability) that is not cured by Executive
  within ten (10) business days following receipt by Executive of written notice
  thereof setting forth with specificity a description of the acts or omissions
  giving rise to the claim; (ii) conviction of a felony or any crime involving
  fraud, dishonesty or moral turpitude; or (iii) the material breach by Executive
  of any provision, material representation, warranty and/or covenant set forth
  in this Agreement ) that is not cured by Executive within ten (10) business
  days following receipt by Executive of written notice thereof setting for with
  specificity a description of the acts or omissions giving rise to the claim.

1.2
  Change in Control shall mean: (i) when any Person
  (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange
  Act of 1934, as amended) who immediately prior to the applicable transaction
  was not, directly or indirectly, the Beneficial Owner (as defined
  in Rule 13d-3 under said Act) of fifty percent (50%) or more of the total voting
  power represented by Employers then outstanding voting securities; or
  (ii) the merger or consolidation of Employer other than a merger or consolidation
  which would result in the voting securities of Employer outstanding immediately
  prior thereto continuing to represent (either by remaining outstanding or by
  being converted into voting securities of the surviving entity) at least fifty
  percent (50%) of the total voting power represented by the voting securities
  of Employer or such surviving entity outstanding immediately after such merger
  or consolidation; or (iii) the shareholders of Employer approve a plan of complete
  liquidation of Employer or an agreement for the sale or disposition by Employer
  of all or substantially all of Employers assets.

1.3
  Confidential Informationmeans any and all information in
  whatever form, whether written, electronically stored, orally transmitted or
  memorized pertaining to: Trade Secrets; customer lists, records and other information
  regarding customers; price lists and pricing policies, financial plans, records,
  ledgers and information; purchase orders, agreements and related data; business
  development plans; products and technologies; product tests; manufacturing costs;
  product or service pricing; sales and marketing plans; research and development
  plans; personnel and employment records, files, data and policies (other than
  information pertaining solely to Executive); tax or financial information; business
  and sales methods and operations; business correspondence, memoranda and other
  records; inventions, improvements and discoveries; processes and methods; business
  operations and related data formulae; computer records and related data; know-how,
  research and development; trademark, technology, technical information, copyrighted
  material; and any other confidential or proprietary data and information which
  Executive encounters during employment. Confidential Information does not include
  information that: (i) is or becomes generally known within Employers industry
  through no act or omission by Executive; (ii) information that Executive may
  receive from third parties without any obligation to maintain secrecy; (iii)
  information that is required to be disclosed by the written order of a court
  or other governmental body; provided, however, that Executive shall provide
  prompt written notice to Employer so that Employer may have time to take action
  to oppose or limit such order; and (iv) information known to Executive prior
  to the date of this Agreement.

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1.4
  Disability as used in this Agreement shall have the same
  meaning as that term, or such substantially equivalent term, has in any group
  disability policy carried by Employer. If no such policy exists, the term Disability
  shall mean the occurrence of any physical or mental condition that materially
  interferes with the performance of Executives customary duties in his
  capacity as an employee where such disability has been in effect for a period
  of six (6) months, which need not be consecutive, during any single twelve (12)
  month period.

1.5
  Good Reason as used in this Agreement shall mean, without
  Executives express written consent, the occurrence of any of the following
  events: (i) the failure by Employer to pay compensation or provide benefits
  or perquisites to Executive as and when due under the terms of this Agreement;
  (ii) the assignment to Executive of responsibilities inconsistent with his position,
  the diminution of title or change of reporting structure of Executive, or the
  material diminution of the authority of Executive; (iii) any material reduction
  of Executives Base Pay or Bonus Potential; (iv) any material breach by
  Employer of any term of (a) this Agreement, (b) that certain Agreement and Plan
  of Merger among Employer, Z5 Technologies LLC and certain other parties, or
  (c) any of the Related Documents (as defined in such Agreement and Plan of Merger),
  in each case beyond any express period for cure; or (v) any requirement that
  Executive move his regular office to a location more than twenty-five (25) miles
  from Executives home residence or the distance from Executives current
  home residence to Executives current offices, whichever is greater.

1.6
  Trade Secrets as used in this Agreement means any information
  of Employer (including any compilation, device, method, technique or process)
  that the Executive has actual knowledge that: (a) derives independent economic
  value, actual or potential, from not being generally known to, and not being
  readily ascertainable by proper means by, other persons who can obtain economic
  value from its disclosure or use; and (b) is the subject of efforts that are
  reasonable under the circumstances to maintain its secrecy.

2. Employment/Services.

2.1
  Employment. Employer agrees to employ Executive as its President and
  the President of Employers subsidiary, Fortified Data Communications,
  Inc., with such employment to commence on the date hereof and to continue for
  a period of two (2) years, the Employment Period. In such capacity,
  Executive shall have such duties and responsibilities as are assigned to him
  from time to time by Employers Board of Directors provided that such activities
  are in the nature of those associated with Executives position and title.
  Employer shall procure that Employee shall be elected as a member of the Board
  of Directors of Employer throughout the term of this Agreement and appointed
  President. At the expiration of the Employment Period this Agreement shall automatically
  renew, and the Employment Period shall be extended, for successive one-year
  periods unless either party gives notice of non-renewal not less than six (6)
  months prior to the end of the then-current Employment Period.

2.2
  Acceptance of Employment.Executive hereby accepts such employment upon
  the terms and conditions and for the compensation provided for herein. Executive
  agrees to devote his business time, attention, efforts, and abilities to the
  business of Employer, and to promote the interests of Employer. Executive acknowledges
  that the services to be rendered by him under this Agreement require special
  training, skill and experience and are of a special and intellectual character
  which give them peculiar value, and that this Agreement is entered into for
  the purpose of obtaining such special services for Employer. Employer acknowledges
  that the Executive has other business interests and ownerships as well as serving
  on the Boards of Directors of other companies in which the Executive is (directly
  or indirectly) a stockholder or owner. Employer acknowledges and consents to
  the continuation of these ownerships and relationships, which shall be disclosed
  to the Board of Directors, provided they do not interfere materially with the
  Executives duties under this Agreement.

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3. Location of
Work.During the Employment Period, Executive shall perform his
services to Employer at Employers office located in Alexandria, VA, (or within
the Washington, DC metro area) or at such other location as Executive and
Employer may agree. Executive acknowledges, however, that his duties may require
frequent travel to Employers other offices and to other locations.

4. Compensation.The compensation to be paid by Employer to Executive for the services
rendered by him during the Employment Period shall be as follows:

4.1
  Base Salary.Executives base salary shall initially be at the rate
  of $180,000.00 per year, payable in accordance with Employers normal payroll
  practices, but not less frequently than monthly. Executives base salary
  may not be decreased without his consent for so long as he is employed by Employer.
  Executives base salary may be increased from time to time, based upon,
  among other things, the achievement of established milestones and/or other criteria
  established by the Board of Directors of Employer applicable to all senior executives
  of Employer from time to time.

Executive shall provide his services as President for 10 days
per month. Employer and Executive acknowledge that there may be occasions where
Executive will work more than 10 days per month. In those instances where
additional days are required and mutually agreed, Employer will pay Executive
additional compensation representing a daily rate of $1,500.

4.2
  Fringe Benefits.Executive shall be entitled to benefits generally made
  available to Employers executives and employees from time to time, including
  without limitation standard health, dental and 401(k).

4.3
  Withholding.All compensation paid to Executive pursuant to this Agreement
  shall be less required deductions for state, federal and municipal withholding
  tax, social security and all other employment taxes and payroll deductions.

4.4
  Bonus. Executive shall be entitled to participate in all bonus, incentive
  compensation and similar plans available to executives of Employer, including
  without limitation the ability to obtain a bonus equal to 50% of the Executives
  base salary under guidelines mutually agreed upon between the Executive and
  the Compensation Committee of the Board of Directors.

4.5 Vacation.During the Term, the Executive shall be entitled to four (4) weeks
  annual vacation to be taken at times mutually agreed by Executive and Employer.

4.6
  Vehicle Expense.During the Term, the Executive shall be entitled to
  a monthly allowance equal to four hundred dollars ($400) for expenses associated
  with Executives automobile.

4.7
  Stock Options. Employer shall grant Executive in Executives discretion,
  (a) options to purchase one million five hundred thousand (1,500,000) shares
  of Employers Common Stock with an exercise price of the fair market value
  on the date of grant (or 110% of fair market value if Employer and Executive
  mutually agree that such option shall be an incentive stock option
  qualified as such under the Internal Revenue Code, to the extent such higher
  percentage is legally required in order for the option to be so qualified) or
  (b) a restricted stock grant of one million five hundred thousand (1,500,000)
  shares of Employers Common Stock, in either case subject to the terms
  of the Employers 2007 Stock Plan. Such stock options shall be granted
  pursuant to a stock option agreement that provides, inter alia, that
  (i) all unvested stock options shall automatically vest, and any non-statutory
  restrictions on restricted shares shall lapse, upon (a) termination of Executives
  employment by Employer for any reason other than Cause or by Executive for Good
  Reason, and (b) any Change in Control, and that (ii) vested stock options and
  unrestricted shares shall not be canceled and shall be exercisable for a period
  of 180 days following such termination -3-

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(Exercise Period). If Executive continues to provide services
to Employer as a Director, advisor, consultant or similar arrangement, the
Exercise Period shall extend through such service period and for 180 days
thereafter.

5. Reimbursement of
Expenses.Employer will reimburse Executive for all reasonable
business expenses incurred by Executive in the course of his employment pursuant
to this Agreement.

6. Termination.

6.1
  Termination Events.This Agreement may be terminated upon any of the
  following: (1) upon the determination by a unanimous consent of the disinterested
  members of the Board of Directors of the Company that Cause exists; (2) Executives
  death; (3) Executives Disability; and (4) by Executive, either for Good
  Reason or upon not less than sixty (60) days notice in the absence of Good Reason.

6.2
  Severance.In the event the (i) Executives employment is terminated
  by Employer other than for Cause, (ii) Executive terminates his employment for
  Good Reason, or (iii) Executives employment is terminated as a result
  of Executives Disability, Employer shall (a) pay to Executive an amount
  equal to one years base salary plus any other unpaid amounts to which
  Executive is entitled as of the date of termination pursuant to Sections 4 and
  5 of this Agreement, including, without limitation, bonus paid or relating to
  the applicable period (pro rated for any partial periods) that Executive would
  have been entitled to had he been employed by the Employer as of such date (the
  Severance Payment) ; provided, however, that the payment
  of the Severance Payment shall be subject to the execution of a release in substantially
  the form of Exhibit A hereto. For the purposes of calculating
  the Severance Payment, base salary will be calculated at greater of (x) the
  rate of base salary then paid to Executive or his estate as of the date of termination,
  or (y) Executives base pay prior to any reduction within six months of
  the date of termination. The Severance Payment shall be paid by Employer in
  cash in a lump sum within ten (10) days following the date of termination. Any
  bonus portion of the Severance Payment shall be paid at such time that such
  amounts are paid to any other employee of the Employer, notwithstanding that
  Executive may no longer be employed by Employer.

6.3
  Continuing Benefits.In the event of a termination of Executives
  employment on any of the bases described in the first sentence of Section 6.2,
  Employer shall provide and fund (to the extent specified in the following sentence)
  Executives or his estates continued health and dental coverage under
  Employers group health and dental plans pursuant to Sections 601 et seq.
  of ERISA (COBRA) for a period of one year following termination
  (or such lesser period as Executive or his estate maintains coverage under COBRA)
  (the COBRA Continuation Benefit), based on the coverage then being
  provided to Executive at the time of such a termination. During the period which
  Executive or Executives estate is entitled to the COBRA Continuation Benefit,
  the cost to Executive or his estate of maintaining coverage under COBRA shall
  be the same as the amount paid by employees of Employer for the same coverage
  under Employers group health plan.

6.4
  Termination for Cause or in the Absence of Good Reason.If Executives
  employment with the Company is terminated for Cause by Employer or voluntarily
  by Executive other than for Good Reason, Death or Disability, then (i) all vesting
  of any outstanding Company stock options held by the Executive will terminate
  immediately and all payments of compensation by the Company to Executive hereunder
  will terminate immediately (except as to amounts already earned), and (ii) Executive
  will only be eligible for severance benefits in accordance with the Companys
  established policies as then in effect.

7. Confidentiality
Agreement.Executive understands and agrees that as an employee
of Employer, Executive will receive or contribute Confidential Information.
Executive agrees that at all times during the period of Executives employment
and after the termination thereof for any reason whatsoever, -4-

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Executive shall keep secret Confidential Information and that
Executive will not use or make known the same to any person, firm, or
corporation without first obtaining the written consent of Employer. Executive
acknowledges that Employers Confidential Information constitutes a unique and
valuable asset of Employer and represents a substantial investment of time and
expense by Employer and that any disclosure or other use of such knowledge or
information other than for the sole benefit of Employer would be wrongful and
would cause irreparable harm to Employer.

8. Return of Employers
Property.All records, designs, patents, business plans,
financial statements, financial records, manuals, memoranda, lists and other
property delivered to or compiled by Executive by or on behalf of Employer or
its representatives, vendors or customers which pertain to the business of
Employer shall be and remain the property of Employer. Likewise, all
correspondence, reports, records, charts, advertising materials and other
similar data pertaining to the business, activities or future plans of Employer
which is collected by Executive shall be delivered promptly to Employer upon
request by it upon termination of Executives employment.

9. Disclosure of
Inventions. Executive will promptly disclose to Employer, or any persons
designated by it, all improvements, inventions, creations, processes, know-how,
data and ideas made, conceived, reduced to practice, developed, originated or
learned by Executive, either alone or jointly with others during the period of
Executives employment with Employer, and that relate in any material respect to
the businesses in which Employer is then engaged or is then actively planning to
become engaged, or are a logical extension of such businesses
(Inventions).

10. Assignment of
Inventions. All Inventions are considered works-made-for-hire and
thereby owned by Employer; provided, however, that in the event that, by
operation of law, an Invention cannot be considered a work-made-for-hire,
Executive will assign any and all right, title and interest in and to all
Inventions (and all trademarks, copyrights, patents, trade secrets and other
proprietary rights with respect thereto) to Employer. In connection with such
assignment, Executive will assist Employer or its nominees at any time during or
after Executives employment with Employer and in every proper way in both
securing foreign and domestic protection for the Inventions and preventing and
defending infringement of the Inventions. Such assistance includes, without
limitation, (a) the execution of any documentation necessary to evidence
Employers full rights in the Inventions; and (b) testimony, at Employers
expense, evidencing the ownership of the Inventions by Employer. Executives
obligation to assist Employer with respect to proprietary rights relating to
such Inventions in any and all countries will continue beyond the termination of
Executives employment, but Employer will compensate Executive at a reasonable
rate after such termination for time actually spent by Executive at Employers
request for such assistance.

11. Records of
Inventions.Executive will keep and maintain adequate and current
records (in the form of notes, sketches, drawings and in any other form that may
be required by Employer) of all Inventions developed by Executive or made by
Executive during the period of Executives employment at Employer, which records
will be available to and remain at all times the sole property of Employer.

12. Covenants Not to Compete
  or Solicit.

12.1
  Covenant.During the period of Executive's employment with Employer,
  and for a period of one year thereafter, regardless of the reason for cessation
  of his employment, Executive shall not:

12.1.1
  own, manage, operate, control, be employed by, participate in, or be connected
  in any manner with the ownership, management, operation or control of any business
  that (A) is actively engaged, as a material part of its business, in developing
  or selling one or more products or services that were competitive with one or
  more products or services that constituted a material portion of

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Employers business at the date of termination of Executives
employment or that, as of such date, Employer had developed concrete plans to
offer in the future as a material part of it business;

12.1.2
  solicit business (whether on his own behalf or on behalf of any employer, client
  or other person) from any person or entity that was a customer of Employer at
  any time during the six months prior to the date of termination, or that Employer
  actively solicited to be a customer at any time during that six month period,
  which solicited business is of the same nature as the business being conducted
  or actively planned by Employer as of the date of termination of his employment;
  or

12.1.3
  solicit (directly or indirectly) or attempt to persuade anyone who at the time
  is an employee, independent contractor, consultant or other participant in Employer's
  business to terminate such employment or other relationship in order to enter
  into any business relationship with Executive, with any business organization
  in which Executive is a participant, or with any other business organization
  that materially competes with Employer's business.

12.2
  Scope; Interpretation.Executive acknowledges that the market for Employers
  services and products is, by its nature, without geographical boundaries, and
  that the non-competition and non-solicitation covenants contained in this Agreement
  are (and it is reasonable for them to be) geographically unlimited. For purposes
  of this Section 12, the term Employer shall be interpreted to include
  each of its subsidiaries.

12.3
  Passive Investments.Notwithstanding the foregoing, Executive
  may own interests of less than five percent of the outstanding equity securities
  of a company that is engaged in a business otherwise prohibited under subsection
  5.1 if the equity securities of such company are registered under the Securities
  Exchange Act of 1934 or publicly traded under similar laws of any other country.

12.4
  Consideration.Employer and Executive acknowledge and agree that
  Employer's promise to pay the Severance Payment and COBRA Continuation Benefit
  to Executive in the events specified in Section 6 constitute additional and
  sufficient consideration for the covenants contained in this Section.

13. Miscellaneous.

13.1
  Notices. Any notice or other communication given or made pursuant to
  this Agreement must be in writing and shall be delivered to the party to whom
  intended by personal delivery, by telecopier, by nationally recognized courier
  (Federal Express, DHL, etc.) or by certified or registered mail, postage prepaid,
  and shall be deemed given when personally delivered or sent by telecopier or
  two (2) business days after deposit with a courier or five (5) business days
  after mailing. The addresses to which any such notice shall be sent shall be
  as set forth in the opening of this Agreement (or at such other address as such
  party may designate by proper notice given as aforesaid).

13.2
  Entire Agreement.This Agreement represents the entire agreement between
  the parties regarding the subject matter hereof and supersede in all respects
  any and all prior oral or written agreements or understandings between them
  pertaining to the subject matter of this Agreement. This Agreement cannot be
  modified or terminated, nor may any of its provisions be waived, except by a
  written instrument signed by the parties. Any waiver by any party of the strict
  performance of any of the terms, conditions and provisions of this Agreement
  shall not be construed as a waiver thereof for the future, but shall be considered
  a waiver only in the particular instance, for the particular purpose, and at
  the time when and for which it is given.

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13.3
  Governing Law.This Agreement has been made and entered into in the State
  of Connecticut and shall be governed by and construed and enforced in accordance
  with the internal substantive laws of the State of Connecticut.

13.4
  Jurisdiction; Venue.With respect to any disputes arising out of or related
  to this Agreement, the parties consent to the exclusive jurisdiction of, and
  venue in, the Federal and state courts in Connecticut.

13.5
  Assignment; Binding Effect. This is an agreement for personal services
  of Executive. Executive agrees, therefore, he cannot assign all or any portion
  of his performance under this Agreement, and any attempt by Executive to do
  so shall be null and void and of no force or effect. Subject to the foregoing,
  this Agreement shall be binding upon and inure to the benefit of the respective
  parties, their successors, assigns, heirs, legatees, executors, administrators
  and legal representatives (Successors), and any Successor
  shall be deemed a party to this Agreement upon such Successors receipt
  of any interest in this Agreement. Whenever a party is referred to in this Agreement,
  such reference shall include reference to such partys Successors.

13.6 Attorneys
  Fees.In any legal action, proceeding or arbitration arising out of this
  Agreement, regardless of which party hereto initiated such action, the prevailing
  party shall be entitled to recover reasonable attorneys fees and costs.

13.7
  Captions.Headings contained in this Agreement have been inserted for
  reference purposes only and shall not be considered part of this Agreement in
  construing this Agreement.

13.8
  Severability.The invalidity or unenforceability of any provision of
  this Agreement shall not affect the validity or enforceability of any other
  provisions of this Agreement.

13.9
  Counterparts.This Agreement may be executed by the parties hereto in
  any number of counterparts, and by facsimile signature, each of which shall
  be deemed an original, but all of which shall constitute one and the same agreement.
  Each counterpart may consist of a number of copies hereof, each signed by less
  than all, but together signed by all, the parties hereto

[Signature page follows]

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This Employment Agreement has been executed as of the day and
year first above written.

| | FORTIFIED HOLDINGS CORP.      
| | ------------------------------
| |                               
| |                               
| | By:/s/ Brendan Reilly         
| | Name: Brendan Reilly          
| | Title: Chief Executive Officer
| |                               
| |                               
| |                               
| |                               
| | EXECUTIVE                     
| |                               
| |                               
| | /s/ Steve Cooper              
| | Steve Cooper                  

[Signature page to Cooper Employment Agreement]

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Exhibit A

Release

CONFIDENTIAL GENERAL RELEASE

This Confidential General Release (Agreement) is made as of
this ____ day of _______________20__ by and between [insert name], [insert
address] (Executive), and [insert name], with a place of business at [insert
address] (Company).

WHEREAS, Executive and Company
are a party to that certain Employment Agreement dated as of __________, 2007
(the Employment Agreement), and Executives employment has terminated
thereunder.

NOW, THEREFORE, in consideration
of the mutual promises and covenants contained in this Agreement, and other good
and valuable consideration, the receipt and sufficiency of which are
acknowledged by the parties, it is hereby stipulated and agreed as follows:

1. Consideration.Simultaneous with the execution
hereof, Company shall commence payment, and shall continue to pay until all
amounts due thereunder have been paid, of the Severance Payment and the COBRA
Continuation Benefit (both as defined in the Employment Agreement).

2. General Release of All Claims.Except for an action
to enforce the terms of this Agreement, Executive hereby freely, knowingly and
voluntarily releases and fully discharges the Company (and its parents,
subsidiaries, affiliates, successors, assigns, predecessors, and present and
former directors, officers, agents, shareholders, fiduciaries, plan
administrators, employees, attorneys, insurers, and representatives)
(collectively, the Company Releasees) of and from any and all claims, demands,
causes of action, and rights, known and unknown, whether in contract, tort or
otherwise, all to the extent arising out of or relating to Executives
employment. Nothing set forth herein shall be deemed to be a release of any
claim that Executive has or may have arising from or relating to his rights as a
holder of stock, options, or other securities or instruments issued by Company,
or as a member of the Board of Directors of the Company.

Without limiting the foregoing,
Executive specifically releases and fully discharges the Company Releasees of
and from any and all claims, demands, causes of action, and rights, including
but not limited to: any alleged violation of federal, state or local laws
prohibiting discrimination on the basis of sex, race, age, disability, national
origin, color, religion, veteran status, marital status, sexual orientation, or
any other protected classification or status, including but not limited to any
and all claims under Title VII of the Civil Rights Act of 1964 and the Civil
Rights Act of 1991, as amended; any other federal, state or local civil or human
rights laws, including any violation of the federal Age Discrimination in
Employment Act of 1967, as amended and the Connecticut Fair Employment Practices
Act; any public policy, contract, tort or common law obligation, including but
not limited to breach of express or implied contract or of an implied covenant
of good faith and fair dealing, fraud, and negligent or intentional infliction
of emotional distress; any claim for wages or other compensation under any
federal or state wage payment laws, including the Fair Labor Standards Act and
the Connecticut Wage Payment Laws, and their implementing regulations; any claim
for compensation, bonus, incentive pay, vacation pay, sick pay, separation or
severance payments of any kind, or any other payments or benefits; and any
obligation for costs, fees or other expenses.

Company, on behalf of itself and
its parents, subsidiaries, affiliates, successors, assigns, predecessors, and
present and former directors, officers, agents, shareholders, fiduciaries, plan
administrators, employees, attorneys, insurers, and representatives, hereby
freely, knowingly and voluntarily releases and fully discharges the Executive of
and from any and all claims, demands, causes of action, and rights, known and
unknown,

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whether in contract, tort or otherwise.

3. Non-Disparagement.Each of Executive and Company will
not take any action or make any statements, written or oral, which would
disparage or defame the other or the goodwill, reputation, image or commercial
interest of the other, except as may be required by law or necessary to respond
in an appropriate manner to any legal or regulatory proceeding.

4. Non-Disclosure of this Agreement.Each of Executive
and Company agrees that it will keep the substance of the negotiations and the
terms and conditions of this Agreement strictly confidential; provided, however,
that Executive may disclose this Agreement and such related matters only to his
immediate family, attorney, and/or tax advisor provided that each such person
first agrees to maintain such confidentiality or may make such disclosure as may
be required by a lawful court order.

5. Successors.Executive and Company agree that this
Agreement will bind and inure to the benefit of their heirs, personal
representatives, executors, administrators, successors, and assigns.

6. Ownership of Claims.Executive represents that he has
not assigned all or any portion of any claims against Company to any other
person or entity, either in fact or by operation of law and that his claims are
not subject to any statutory or common law liens, including any lien for
attorneys fees.

7. Governing Law; Interpretation.This Agreement will be
governed and interpreted by the law of the State of Connecticut, without regard
to its conflict of law provisions. Should any provisions of this Agreement be
declared illegal or unenforceable by any court of competent jurisdiction and
cannot be modified to become legal and enforceable, excluding the general
release language, such provision will immediately become null and void, leaving
the remainder of this Agreement in full force and effect.

8. Entire Agreement; Amendment.This Agreement
constitutes the entire agreement between the parties, and supersedes all prior
representations, understandings, and agreements of the parties. Each party
agrees that it has not relied on any representations, promises or agreements of
any kind from the other in connection with its decision to accept this
Agreement. This Agreement may not be modified, altered, amended or changed
except upon express written consent of all parties where specific reference is
made to this Agreement.

9. Review by Counsel.Each party agrees that this
Agreement has been negotiated by the parties and their respective counsel and
that neither party will be regarded as the drafter. Each party agrees that, by
signing below, their respective attorneys have explained to them the meaning and
significance of this Agreement, its termsand any consequences for any
breach, and acknowledges that they have entered into this Agreement freely,
knowingly, and voluntarily after consultations with their counsel.

10. Executives Notices and Representations.Executive
represents and agrees:

- that he has read this Agreement and understands and agrees with all of the
  terms and conditions of this Agreement;
- that he has had a reasonable period of time to consider the terms and
  conditions, and the effect, of this Agreement;
- that he enters into this Agreement freely, knowingly and voluntarily;
- that he has been advised by Executive and Company to consult with an
  attorney of his choice prior to executing this Agreement, and that he has done
  so;
- that he has been advised by Company to consult with a tax attorney,
  accountant or tax preparer of his choice prior to executing this Agreement,
  and that he has done so or chosen not to do so; and

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- that by signing this Agreement, Executive waives any right to bring or
  maintain a lawsuit or make any other legal claims against the Company
  Releasees as described in this Agreement.

11. Counterparts. This Agreement may be executed by the
parties in separate counterparts so that each party may hold a duplicate
original.

|[insert name]                                         | Witnessed By:                                   
|----------------------------------------------------- | ------------------------------------------------
|                                                      |                                                 
|                                                      |                                                 
|By ________________________________________________   | ________________________________________________
|                                                      | Print Name:                                     
|                                                      |                                                 
|Name [insert name]                                    | ________________________________________________
|                                                      | Print Name:                                     
|                                                      |                                                 
|Date _____________________________________  _________ |                                                 

Personally appeared, [insert name], who acknowledged that the
execution of this Agreement was his free act and deed, before me, this _____day
of ________________, 20__.

______________________________Notary Public My
Commission Expires:

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