Exhibit 10.5
 
  
    Position:
    
    Senior Vice President and Chief Financial Officer.Base Salary:
    
    $455,000 per year, payable in installments on VWRs
regular payroll dates.Duties:
    
    Those duties performed by you as of immediately prior to
the date of this Agreement.Reporting:
    
    You will report solely and directly to John Ballbach.Office Location:
    
    Your office will be located in Radnor, PA.Annual Bonus:
    
    You will be eligible to participate in VWRs Management
Incentive Program (MIP) with a target bonus of 75% of
base salary.Benefits:
    
    You will be entitled to participate in all vacation,
health, welfare and other similar benefits available to
senior executives of VWR. You will be entitled to five
weeks of vacation annually.




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Severance/Restrictive 
Covenants:
    
    If your employment with VWR is
terminated (i) by VWR without Cause
(as defined on Annex 1) or (ii) by
you for Good Reason (as defined on
Annex 1), you will be entitled to
receive (A) an aggregate amount
equal to one and a half times the
sum of your base salary then in
effect and your target bonus for the
year in which such termination
occurs, payable in equal
installments on VWRs regular
payroll dates during a period of
twelve months after such termination
and (B) continued health benefits
for a period of twelve months after
such termination. The payments (and
benefits) described in the
immediately preceding sentence that
are due to be paid (or provided)
more than sixty (60) days after your
termination are subject to your
execution of a general release in
the form attached to this Letter
Agreement as Annex 2 no later than
fifty (50) days after your
termination. You agree to be
subject to those restrictions set
forth on Annex 1 attached hereto,
which are a part of this letter
agreement (the Employee
Covenants).If you incur a Disability (as
defined on Annex 1), you will be
entitled to receive a lump-sum
payment, as soon as practicable
following your Disability but in no
event later than March 15 of the
calendar year following the calendar
year in which such Disability is
incurred, in an amount equal to the
target amount of your bonus for the
year in which such Disability is
incurred, prorated for the portion
of such year during which you were
employed with VWR. In addition, you
shall be entitled to receive
payments of your base salary until
payments to you under VWRs
long-term disability plan commence
but in any event for a period not to
exceed 18 months from the date of
your termination of employment.If your employment with VWR is
terminated by reason of your death,
your beneficiary or estate, as
applicable, will be entitled to
receive a lump-sum payment as soon
as practicable following your death
but in no event later than March 15
of the calendar year following the
calendar year in which your death
occurs, in an amount equal to the
target amount of your bonus for the
year in which your death occurs,
prorated for the portion of such
year during which you were employed
with VWR.You shall be under no obligation to
seek other employment for any reason
or to mitigate any severance
payments following a termination of
your employment with VWR for any
reason. In addition, there shall be
no offset against amounts due to you
upon termination of your employment
with VWR on account of any
compensation attributable to any
employment subsequent to your
employment with VWR. Either you or
VWR may terminate your employment
with VWR at any time.
  2




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Except as provided above in this
Severance/Restrictive Covenants
section, you shall not be entitled
to any other salary, compensation or
benefits from VWR after termination
of your employment with VWR, except
as otherwise specifically provided
for in VWRs employee benefit plans
or as otherwise expressly required
by applicable law.Notwithstanding anything herein to
the contrary, if any payments due
hereunder would subject you to any
tax imposed under Section 409A of
the Internal Revenue Code of 1986,
as amended (the Code), as a result
of your characterization as a
specified employee of VWR (within
the meaning of Treasury Regulation
Section 1.409A-1(i)), then such
payments that would otherwise cause
such taxation shall be payable in a
single lump sum on the first
business day that is six months
following your separation from
service (within the meaning of Code
Section 409A and the regulations
thereunder), and any remaining
payments will be made in accordance
with the foregoing provisions of
this section.Legal Fees:
    
    In the event of a contest between
you and VWR regarding a breach or
alleged breach of this Agreement in
which you substantially prevail,
then VWR agrees to pay (within ten
business days of receipt of an
invoice from you), all reasonable
legal fees and expenses that you
have incurred as a result of such
contest.Personal Services 
Agreement:
    
    The Personal Services,
Confidentiality and Inventions
Agreement that you previously
executed, in the form attached
hereto as Exhibit A, shall remain in
full force and effect.Entire Agreement:
    
    This letter agreement, (including
any Annexes attached hereto) and the
Personal Services, Confidentiality
and Inventions Agreement referenced
above set forth the entire
understanding between you and VWR
with respect to the subject matter
hereof and thereof, and supersede
and preempt all prior oral or
written understandings and
agreements with respect to the
subject matter hereof and thereof
between you and VWR, which shall
terminate and be of no further
effect upon the execution of this
letter agreement.Tax and Financial
Planning Services:
    
    You will be provided a personal
executive financial advisor by VWR
to assist you with financial and
estate planning, asset management,
tax planning and preparation.
  3




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Code Section 409A:
    
    This Letter Agreement will be
interpreted to avoid any tax under
§409A of the Code. For purposes of
§409A, each payment made under this
Letter Agreement will be treated as
a separate payment. With respect to
any reimbursements provided under
this Letter Agreement that are
subject to §409A, (i) the
reimbursement set forth under Legal
Fees applies only to the eligible
amounts that are incurred during
your lifetime, and (ii) the amount
of expenses eligible
for reimbursement during a calendar
year cannot affect the expenses
eligible for reimbursement in any
other calendar year.
 VWR MANAGEMENT SERVICES LLCBy:
    
    VWR International, LLC, its sole memberBy:
    
    /s/ John M. BallbachName:
    
    John M. Ballbach,Title:
    
    Chairman, President and CEO
  /s/ Greg Cowan

Greg CowanDate: 12/13/2010
  4




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Exhibit A  Personal Services, Confidentiality and Inventions Agreement




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PERSONAL SERVICES, CONFIDENTIALITY AND INVENTIONS AGREEMENT
 Agreement VWR Executive I
   1.
    
    Compensation and Benefits.Executive shall be entitled to a salary, annual bonus and other
monetary compensation, which shall be established by VWR at the inception of employment, and
may be periodically thereafter adjusted for increase only. Executive shall also be entitled
to participate in various VWR employee benefit plans (for example, health insurance,
retirement, and the like), in accordance with the participation requirements of said plans,
and nothing contained herein shall confer benefit eligibility which is in any manner
inconsistent with the terms of the benefit plans.
 2.
    
    Executives General Obligations; Conflicts of Interest.During my employment with VWR, I
agree to devote substantially all my working time during normal business hours to VWR. During
my employment with VWR, I agree to use my best efforts to perform the duties associated with
my position and title with VWR as VWR may direct, not to engage in any other business or
activity the nature of which shall be determined by VWR to be competitive with VWR, its
suppliers or its customers and to comply with any Conflict of Interest Policy of VWR;
provided that, with the approval of VWR, which such approval shall not be unreasonably
delayed or withheld, I may serve on the board of directors of one public company. I further
agree to conform to all VWR policies, practices, and procedures, to the extent such policies,
practices and procedures have been provided to me in writing, as well as lawful directions of
VWR and/or its affiliates as to performance of services for VWR, to the extent that the same
are consistent with my position and title with VWR.
 3.
    
    No Existing Restrictive Agreements.I represent that I am not a party to any contract
limiting my present or future right to work for VWR or to perform such activities as shall be
required from time to time by VWR.
 4.
    
    Prior Employer Information.I agree that I will not use improperly or disclose any
confidential or proprietary information or trade secrets of my former or current employers,
principals, partners, co-venturers, customers, or suppliers, or the vendors or customers of
such persons or entities, and I will not violate any nondisclosure or proprietary rights
agreement I might have signed in connection with any such employer, person or entity.




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5.
    
    Non-Disclosure of Information.I recognize that, in the performance of my duties with VWR,
Confidential Information belonging to VWR will come into my possession, including, without
limitation, information regarding business methods, plan, systems, customer lists and customer
relations, vendor lists and vendor relations, cost and pricing information, distribution and
logistical information, and other information relating to the business of VWR that is not
known to the general public. I recognize that the business of VWR is materially dependent
upon the relationship between VWR and its customers who are serviced by its associates and
that VWR has and will entrust me with Confidential Information, that must remain the property
of VWR. As used in this Agreement, Confidential Information shall mean the trade
secrets, technical and non-technical know-how, technical and business knowledge and
information, plans and systems, business methods, customer lists and customer relations of
VWR, including but not limited to research, development, manufacturing, purchasing,
accounting, data processing, engineering, marketing, merchandising, selling and invoicing,
which information is acquired from or through VWR during the course of my employment by VWR.
Confidential Information shall not include any information that is or becomes
publicly known or that enters the public domain other than as a result of my breach of my
obligations under this Agreement or any other agreement between me and VWR or its affiliates.
I agree that I will not at any time hereafter disclose Confidential Information to third
parties or use Confidential Information for any purpose other than to further VWRs business,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.
 6.
    
    Assignment of Inventions.I will make prompt and full disclosure to VWR, will hold in trust
for the sole benefit of VWR, and will assign, exclusively to VWR all my right, title, and
interest in and to any and all inventions, discoveries, designs, developments, improvements,
copyrightable material, and trade secrets (collectively herein Inventions) that I,
solely or jointly, may conceive, develop, or reduce to practice during the period of time I am
in the employ of VWR. I hereby waive and quitclaim to VWR any and all claims of any nature
whatsoever that I now or hereafter may have for infringement of any patent resulting from any
patent applications for any Inventions so assigned to VWR.
  (a)
    
    it was developed entirely on my own time; and
 (b)
    
    no equipment, supplies, facility, services, or trade secret information of VWR
were used in its development; and
 (c)
    
    it does not relate (i) directly to the business of VWR or (ii) to the actual or
demonstrably anticipated research or development of VWR; and
 (d)
    
    it does not result from any work performed by me for VWR.
 7.
    
    Excluded and Licensed Inventions.I have attached hereto a list describing all Inventions
belonging to me and made by me prior to my employment with VWR that I wish to have excluded
from this Agreement. If no such list is attached, I represent that there are no such
Inventions. If in the course of my employment at VWR, I incorporate into a VWR product,
process, or machine, an Invention owned by me or
in which I have an interest, VWR is hereby granted and shall have an exclusive royalty-free,
irrevocable, worldwide license to make, have made, use, and sell that Invention without
restriction as to the extent of my ownership or interest.
  2




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8.
    
    Application for Copyrights and Patents.I will execute any proper oath or verify any proper
document in connection with carrying out the terms of this Agreement. If, because of my
mental or physical condition or for any other reason whatsoever, VWR is unable to secure my
signature to apply for or to pursue any application for any United States or foreign patent or
copyright covering Inventions assigned to VWR as stated above, I hereby irrevocably designate
and appoint VWR and its duly authorized officers and agents as my agent and attorney in fact,
to act for me and in my behalf and stead to execute and file any such applications and to do
all other lawfully permitted acts to further the prosecution and issuance of U.S. and foreign
patents and copyrights thereon with the same legal force and effect as if executed by me. I
will testify at VWRs request and expense in any interference, litigation, or other legal
proceeding that may arise during or after my employment.
 9.
    
    Third Party Information.I recognize that VWR has received and will receive confidential or
proprietary information from third parties subject to a duty on VWRs part to maintain the
confidentiality of such information and to use it only for certain limited purposes. This
information shall be deemed not to include shall not include any information that is or
becomes publicly known or that enters the public domain other than as a result of my breach of
my obligations under this Agreement or any other agreement between me and VWR or its
affiliates. During the term of my employment and thereafter I will not disclose nor use such
information for the benefit of anyone other than VWR or such third party, or in any manner
inconsistent with any agreement between VWR and such third party of which I am made aware,
except as is required by law, any court of competent jurisdiction or any governmental agency
or authority or recognized subpoena power.
 10.
    
    Termination.I acknowledge that this Agreement shall not constitute a contract for
employment for any specific period of time, and that either VWR or I am free to terminate this
Agreement, and employment relationship, at will, at any time, with or without cause. I
agree that upon termination of this Agreement and my employment, for any or no reason, I will
promptly return to VWR all records of Confidential Information, including copies in my
possession, and all other physical properties issued to me as an employee, in a reasonable
state of function or repair. I will also so return any keys, pass cards, identification cards
or other property belonging to VWR.
 11.
    
    Non-Waiver.The failure by VWR to enforce any of the provisions hereof upon any default by
me at a particular time or under certain circumstances shall not be treated as a permanent
waiver of such provisions and shall not prevent subsequent enforcement of such provisions upon
default by either party.
 12.
    
    Irreparable Harm.I agree that any proven breach of this Agreement by me would cause
irreparable harm to VWR for which monetary damages could not adequately compensate. If VWR
proves a breach, irreparable harm shall be presumed and I expressly waive any bonding
requirement as a prerequisite to VWR obtaining injunctive relief. VWR can also seek damages.
  3




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13.
    
    Assignability of This Agreement.The services contracted for between VWR and me in this
Agreement are personal, and therefore I may not assign this Agreement to any other person or
entity. This Agreement may, however, be assigned by VWR to a successor to the business of
VWR.
 14.
    
    Severability.It is the intention of the parties that this Agreement shall be enforceable to
the fullest extent permitted by local, state, and/or federal law in the jurisdiction in which
performance of this Agreement occurs, or in which performance of this Agreement is sought to
be enforced. In the event that a court of competent jurisdiction determines that one or more
provisions of this Agreement are not enforceable under the provisions of the jurisdiction in
which performance occurs or enforcement is sought, such a determination shall not affect the
enforceability of the remainder of this Agreement.
 15.
    
    Other Agreements.This Agreement, together with the letter agreement, dated June 29, 2007,
between me and VWR (the Letter Agreement), sets forth the sole and entire agreement
between the parties hereto, and supersedes and replaces any and all prior agreements, whether
oral, written, or implied, entered into by me and VWR, pertaining to my employment, the terms,
conditions, and responsibilities thereof, and/or any other subject matter contained in this
Agreement or the Letter Agreement. This Agreement and the Letter Agreement shall be
considered together as one agreement. There will be no modification of this Agreement, either
verbal, implied, written, or otherwise, except through a written agreement signed by me, and
an officer of VWR, which refers to the specific paragraph of this Agreement intended to be
modified, and sets forth, in writing, the specific modification of said paragraph.
  4




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VWR International, Inc.Executive  SignatureBy:Its:Executive  Print Name




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Annex 1  Employee Covenants
 Noncompetition and Nonsolicitation
 Noncompetition Business
 Nonsolicitation
 Enforcement Section 1 2 Annex 1 Annex 1




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Additional Acknowledgments Sections
1 2 Sections 1 2 Sections 1 2 Annex 1 Annex 1 Annex 1
 Definitions
 Affiliate
 Board
 Cause
  2




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Disability
 Employment Period
 Good Reason provided
 Person
 Separation
 Subsidiary Subsidiary Subsidiary
  3




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Miscellaneous
 Applicable Law Annex 1
 Consent to Jurisdiction Annex 1 Annex 1
 Additional Agreements Annex 1
 MUTUAL WAIVER OF JURY TRIAL
  4




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Annex 2  General Release
 Company Agreement Released
Parties
 1.
    
    I understand that any payments or benefits paid or granted to me under the
Severance/Restrictive Covenants section of the Agreement represent, in part, consideration
for signing this General Release and are not salary, wages or benefits to which I was already
entitled. I understand and agree that I will not receive the payments and benefits specified
in the Severance/Restrictive Covenants section of the Agreement unless I execute this
General Release and do not revoke this General Release within the time period permitted
hereafter or breach this General Release. I also acknowledge and represent that I have
received all payments and benefits that I am entitled to receive (as of the date hereof) by
virtue of any employment by the Company.
 2.
    
    Except as provided in paragraph 4 below and except for the provisions of my Employment
Agreement which expressly survive the termination of my employment with the Company, I
knowingly and voluntarily (for myself, my heirs, executors, administrators and assigns)
release and forever discharge the Company and the other Released Parties from any and all
claims, suits, controversies, actions, causes of action, cross-claims, counter-claims,
demands, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other
damages, claims for costs and attorneys fees, or liabilities of any nature whatsoever in law
and in equity, both past and present (through the date this General Release becomes effective
and enforceable) and whether known or unknown, suspected, or claimed against the Company or
any of the Released Parties which I, my spouse, or any of my heirs, executors, administrators
or assigns, may have, which arise out of or are connected with my employment with, or my
separation or termination from, the Company (including, but not limited to, any allegation,
claim or violation, arising under: Title VII of the Civil Rights Act of 1964, as amended; the
Civil Rights Act of 1991; the Age Discrimination in Employment Act of 1967, as amended
(including the Older Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
the Americans with Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
Worker Adjustment Retraining and Notification Act; the Employee Retirement Income Security Act
of 1974; any applicable Executive Order Programs; the Fair Labor Standards Act; or their state
or local counterparts; or under any other federal, state or local civil or human rights law,
or under any other local, state, or federal law, regulation or ordinance; or under any public
policy, contract or tort, or under common law; or arising under any policies, practices or
procedures of the Company; or any claim for wrongful discharge, breach of contract, infliction
of emotional distress, defamation; or any claim for costs, fees, or other expenses, including
attorneys fees incurred in these matters) (all of the foregoing collectively referred to
herein as the Claims).
 3.
    
    I represent that I have made no assignment or transfer of any right, claim, demand, cause of
action, or other matter covered by paragraph 2 above.




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4.
    
    I agree that this General Release does not waive or release any rights or claims that I may
have under the Age Discrimination in Employment Act of 1967 which arise after the date I
execute this General Release. I acknowledge and agree that my separation from employment with
the Company in compliance with the terms of the Agreement shall not serve as the basis for any
claim or action (including, without limitation, any claim under the Age Discrimination in
Employment Act of 1967).
 5.
    
    In signing this General Release, I acknowledge and intend that it shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied. I expressly consent that
this General Release shall be given full force and effect according to each and all of its
express terms and provisions, including those relating to unknown and unsuspected Claims
(notwithstanding any state statute that expressly limits the effectiveness of a general
release of unknown, unsuspected and unanticipated Claims), if any, as well as those relating
to any other Claims hereinabove mentioned or implied. I acknowledge and agree that this waiver
is an essential and material term of this General Release and that without such waiver the
Company would not have agreed to the terms of the Agreement. I further agree that in the
event I should bring a Claim seeking damages against the Company, or in the event I should
seek to recover against the Company in any Claim brought by a governmental agency on my
behalf, this General Release shall serve as a complete defense to such Claims. I further agree
that I am not aware of any pending claim of the type described in paragraph 2 as of the
execution of this General Release.
 6.
    
    I agree that neither this General Release, nor the furnishing of the consideration for this
General Release, shall be deemed or construed at any time to be an admission by the Company,
any Released Party or myself of any improper or unlawful conduct.
 7.
    
    I agree that this General Release and the Agreement are confidential and agree not to
disclose any information regarding the terms of this General Release or this Agreement, except
to my immediate family and any tax, legal or other counsel I have consulted regarding the
meaning or effect hereof or as required by law, and I will instruct each of the foregoing not
to disclose the same to anyone. Notwithstanding anything herein to the contrary, each of the
parties (and each affiliate and person acting on behalf of any such party) agree that each
party (and each employee, representative, and other agent of such party) may disclose to any
and all persons, without limitation of any kind, the tax treatment and tax structure of this
transaction contemplated in the Agreement and all materials of any kind (including opinions or
other tax analyses) that are provided to such party or such person relating to such tax
treatment and tax structure, except to the extent necessary to comply with any applicable
federal or state securities laws. This authorization is not intended to permit disclosure of
any other information including (without limitation) (i) any portion of any materials to the
extent not related to the tax treatment or tax structure of this transaction, (ii) the
identities of participants or potential participants in the Agreement, (iii) any financial
information (except to the extent such information is related to the tax treatment or tax
structure of this transaction), or (iv) any other term or detail not relevant to the tax
treatment or the tax structure of this transaction.
 8.
    
    Any non-disclosure provision in this General Release does not prohibit or restrict me (or my
attorney) from responding to any inquiry about this General Release or its underlying facts
and circumstances by the Securities and Exchange Commission (SEC), the National Association of
Securities Dealers, Inc. (NASD), any other self-regulatory organization or governmental
entity.
  2




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9.
    
    Notwithstanding anything in this General Release to the contrary, this General Release shall
not relinquish, diminish, or in any way affect any rights or claims arising out of any breach
by the Company or by any Released Party of the Agreement after the date hereof.
 10.
    
    Whenever possible, each provision of this General Release shall be interpreted in, such
manner as to be effective and valid under applicable law, but if any provision of this General
Release is held to be invalid, illegal or unenforceable in any respect under any applicable
law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not
affect any other provision or any other jurisdiction, but this General Release shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or
unenforceable provision had never been contained herein.
  (i)
    
    I HAVE READ IT CAREFULLY;
 (ii)
    
    I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF
1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY
ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED;
 (iii)
    
    I VOLUNTARILY CONSENT TO EVERYTHING IN IT;
 (iv)
    
    I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I HAVE
DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY
OWN VOLITION;
 (v)
    
    I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS RELEASE
SUBSTANTIALLY IN ITS FINAL FORM ON
_____ _____,
 _____ 
TO CONSIDER IT AND THE
CHANGES MADE SINCE THE
_____ _____,
 _____ 
VERSION OF THIS RELEASE ARE NOT
MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;
 (vi)
    
    THE CHANGES TO THE AGREEMENT SINCE
_____ _____,
 _____ 
EITHER ARE NOT
MATERIAL OR WERE MADE AT MY REQUEST.
 (vii)
    
    I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION PERIOD HAS EXPIRED;
  3




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(viii)
    
    I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE ADVICE OF
ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT; AND
 (ix)
    
    I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED, WAIVED,
CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMPANY AND BY ME.
 DATE:
  4