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                                                                   EXHIBIT 10.12

                                Aveta, Inc.                 (201) 969-2300 Main
[AVETA LOGO]                    173 Bridge Plaza North       (201)969-2339 FAX
                                Fort Lee, NJ 07024           www.aveta.com


February 19, 2006

John S. Brittain, Jr.
123 Whittredge Road
Summit, NJ 07901

Dear John:

      This letter will confirm our offer of employment and your acceptance to
join Aveta Inc., a Delaware corporation (the "Company"). We are looking forward
to having you join US as a key member of our team.

      A summary of the terms of the offer are as follows:

1.    Start Date - Your employment will start on a date that we mutually agree
      to but not later than February 28, 2006.

2.    Base Salary - You will be paid an annual base salary (the "Base Salary')
      of $350,000 on our regular payroll schedule, and will be an exempt
      employee ineligible for overtime pay. Your Base Salary will be reviewed
      annually based on merit and performance by the Board of Directors or a
      committee thereof, but in no event will your Base Salary be reduced as a
      result of such review.

3.    Vacation - You will be entitled to four (4) weeks vacation per year,
      subject to the Company's policy on accrual and utilization.

4.    Title and Duties - Your initial position with the Company will be Chief
      Financial Officer ("CFO"),based in our Fort Lee, New Jersey office. As the
      CFO you will initially report to me.

5.    Bonus Incentive - You will be eligible for an annual Bonus Incentive with
      a combined annual target equal to one hundred percent (100%) of your then
      current Base Salary.

6.    Mechanics of Bonus Incentive - Your bonus will be payable based on the
      financial performance of the Company and your achievement of objective
      performance goals mutually agreed to by you and I, in writing, within
      thirty (30) days after your start date. The Bonus Incentive has two
      components - an annual cash bonus and a long-term deferred compensation
      bonus. The annual cash bonus will constitute 50% of the Bonus Incentive
      and the long-term deferred compensation bonus will constitute 50% of the
      Bonus Incentive. Each annual cash bonus shall be payable within thirty
      (30) days after completion of the Company's annual audit. The long-term
      deferred compensation bonus shall be earned and payable on the earlier: of
      (i) three years after its set aside date or (ii) thirty (30) days after a
      triggering event. For the purpose of this Paragraph, a triggering

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      event includes the end of the Restricted Period, a termination by the
      Company without "Cause," "Change Of Control," and/or a "Termination For
      Good Reason" (as those are defined below). It is intended that the
      deferred bonus compensation shall not be taxable income to you until it is
      due and payable. In the event it is deemed to be taxable prior to its
      payment date, the Company shall immediately pay you an amount sufficient
      to pay all income taxes relating to the income amount deemed to be taxable
      income.

7.    Equity Compensation - The Company is in the process of finalizing its
      Option Incentive Plan (the "PLAN") having converted from a limited
      liability company to a corporation. In consideration of your agreements
      contained in this Offer Letter, you will be granted, an option that will
      not be deemed an incentive stock option under the internal revenue code (a
      "NSO") to purchase from the Company 400,000 shares of common stock of the
      Company ("Company Stock") at a strike price equal to $13.50 (the "Equity
      Grant"). The NSO shall have an expiration date of no less than six years
      from the "Grant Date". The Equity Grant may be exercised in whole or in
      part from the applicable vesting date until the earlier of the option
      expiration date or ninety (90) days from the termination of your
      employment. The Equity Grant shall vest so long as you are an employee of
      the Company in accordance with the vesting schedule outlined below:

            i.    The NSO will become vested twenty five percent (25%) (an
                  option to purchase 100,000 shares) on the first anniversary of
                  the Start Date (the "First Vesting Date").

            ii.   The NSO will become vested twenty five percent (25%) (an
                  option to purchase 100,000 shares) on the second anniversary
                  of the Start Date (the "Second Vesting Date")

            iii.  The NSO will become vested twenty five percent (25%) (an
                  option to purchase 100,000 shares) on the third anniversary of
                  the Start Date (the "Third Vesting Date")

            iv.   The NSO will become vested twenty five percent (25%) (an
                  option to purchase 100,000 shares) on the fourth anniversary
                  of the Start Date (the "Fourth Vesting Date")

      Notwithstanding the foregoing or any other terms of this letter, any and
      all unvested portions of the NSO Grant shall become vested upon the
      occurrence while you are an employee of the Company of a Change of
      Control. If you terminate your employment for Good Reason or the Company
      terminates your employment without Cause after the First Vesting Date, the
      portion of the NSO scheduled to vest at the next scheduled vesting date
      shall vest to the extent of one hundred thousand (100,000) shares
      multiplied by (x) the number of months elapsed from the last vesting date
      through the date of termination divided by (y) twelve. If you terminate
      your employment for Good Reason or the Company terminates your employment
      without Cause before the First Vesting Date, the portion of the NSO
      scheduled to vest at the first Vesting Date shall become immediately
      vested.

8.    Benefits - You will be eligible to participate in all Company-sponsored
      employee benefit plans according to their terms. Moreover, you will
      eligible to receive all benefits that are extended to all other senior
      executives as a group (excluding Messrs. Straus and Mark).

9.    Employment Eligibility - Your employment is contingent upon (i) your
      completion of INS Form 1-9 and establishment of your eligibility to work
      in the United States within

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      three business days of your start date and (ii) satisfactory completion of
      reference verification and a background check.

10.   Employment Relationship - Your employment relationship with the Company
      will be at will. Either you or the Company may terminate that relationship
      for any lawful reason at any time, with or without notice, subject to the
      foregoing. You and the Company hereby acknowledge that no express or
      implied commitment or promise of employment for any period of time has
      been made, and that the at-will nature of this employment relationship may
      not be altered hereafter, except through a written agreement signed by you
      and an authorized officer on behalf of the Company. The Company may
      terminate your employment relationship at any time after providing thirty
      (30) days written notice to you. Regardless of the basis of your
      termination, the Company shall pay you the following amounts upon
      termination: (i) any accrued but unpaid Base Salary for services rendered
      by you to the date of termination; and (ii) any accrued but unpaid
      expenses that are subject to reimbursement in accordance with Company
      policy.

11.   Termination for Good Reason. You may terminate this Agreement for Good
      Reason upon 60 days' written notice to the Company, unless such events are
      corrected in all material respects by the Company within 30 days following
      written notification by you to the Company, provided that such notice is
      given within 90 days of your discovery of the Good Reason event. "Good
      Reason" shall mean, without the express written consent of you, the
      occurrence of any of the following events:

            i.    You shall (except temporarily during any period of disability
                  or incapacity) cease to have a position, duties,
                  responsibilities, authorities or titles consistent with that
                  of the Chief Financial Officer of the Company or any
                  assignment to you of duties or responsibilities not
                  commensurate with such position;

            ii.   a change in your reporting relationship such that you no
                  longer report to me or the then current Chief Executive
                  Officer of the Company, to the Board of Directors or to an
                  executive at a higher level;

            iii.  a reduction by the Company in your Base Salary (unless there
                  is a reduction of compensation applicable to senior executives
                  of the Company generally); or

            iv.   the imposition of a requirement for your relocation to an
                  office at a facility or a location more than thirty (30) miles
                  from the Company's current headquarters location in Fort Lee,
                  New Jersey.

12.   Severance Payments. In the event that (x) the Company terminates your
      employment for a reason other than your voluntary resignation, death,
      disability or termination by the Company for "Cause" (as defined below) or
      (y) you terminate your employment for "Good Reason", and in consideration
      of your agreement to the covenants and restrictions set forth on Exhibit
      A, the Company agrees to provide the following severance benefits within
      thirty (30) days of the cessation of your employment relationship:

      The Company shall: (i) provide continued payments to you, in the same
      periodic installments as your salary was paid, of your Base Salary, for a
      period of twelve (12) months following termination by the Company; (ii)
      reimburse you on a monthly basis for your out of pocket payments under
      COBRA to elect to continue medical and dental benefits for a period of up
      to twelve (12) months following the termination or until such

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time as you become eligible for substantially similar benefits at a subsequent
employer; (iii) payment for all accrued but unused vacation; and (iv)
outplacement services in an amount not to exceed $25,000.

If your employment relationship ends as a result of your voluntary resignation
or termination by the Company for any reason other than for "Cause" within a 12
month period following a "Change of Control" occurring at any point during your
employment relationship, you will be entitled to each and every benefit
conferred in the preceding paragraph, plus an additional one-time lump sum
payment of 100% of your then-current annual Base Salary, to be paid within
thirty (30) days of the cessation of your employment.

Payment of these severance benefits set forth herein shall be subject to the
execution and delivery of a separation agreement containing appropriate and
customary releases of the Company in the form hereto attached as Exhibit B.

For the purpose of this Offer Letter, these terms shall have the following
meanings:

   The term "Cause" shall mean any of the following, as determined by the
   Company in good faith: (i) perpetration by you of malfeasance,
   misappropriation, or fraud against or affecting the Company or any of its
   parents, subsidiaries, or successors (collectively, the "Company Group");
   (ii) any reckless, willful or intentional act by you that could reasonably be
   expected to materially injure the reputation, business or business
   relationships of any member of the Company Group, (iii) indictment by you or
   a conviction (including conviction on a nolo contendere plea) of you of any
   felony or a misdemeanor involving fraud or dishonesty; or (iv) the breach of
   any restriction or covenant set forth in Exhibit A, after providing you with
   reasonable written notice and the ability to cure such breach.

   "Change of Control" shall be deemed to occur following any transaction if:
   (a) any Person (other than (i) Daniel Straus and/or Joseph Mark, or any
   Person they control by virtue of having the right to directly or indirectly
   select or elect a majority of the Board or other controlling Persons of the
   Company, (ii) the Company, (iii) any trustee or other fiduciary holding
   securities under any employee benefit plan of the Company, or (iv) any
   company owned, directly or indirectly, by the stockholders of the Company in
   substantially the same proportions as their ownership of common stock of the
   Company), becomes the "beneficial owner" (as defined in Rule 13d-3 under the
   Exchange Act), directly or indirectly, of 50% or more of the combined voting
   power of the then outstanding securities of the Company (or its successor
   corporation), in one transaction or a series of related transactions; or (b)
   the stockholders of the Company approve a plan for the complete liquidation
   of the Company or (c) the consummation of the sale or disposition by the
   Company of all or substantially all of the Company's assets in one
   transaction or a series of related transactions other than (i) the sale or
   disposition of all or substantially all of the assets of the Company to a
   Person or Persons who beneficially own, directly or indirectly, at least 50%
   or more of the combined voting power of the outstanding voting securities of
   the Company at the time of the sale, or (ii) pursuant to a spin-off type
   transaction, directly or indirectly, of such assets to the stockholders of
   the Company.

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This Offer Letter, attachments hereto and agreements within may not be modified,
altered or changed except upon express written consent of both parties
specifically stating the intent to modify this Agreement. Moreover, this
Agreement sets forth the entire agreement between the parties hereto related to
the matters contained herein.

John, the Company provides an extraordinary opportunity for all of us, and we
are excited to have you join the team.

Please acknowledge your acceptance by signing one copy of this letter and
returning it to Keith Brauer.

Sincerely yours,

/s/ Timothy J. O'Donnell
------------------------------
Timothy J. O'Donnell
President & CEO

Cc: Keith Brauer

ACCEPTED AND AGREED

/s/ John S. Brittain
------------------------------
John S. Brittain, Jr.

February 22, 2006

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                              EXHIBIT A - COVENANTS

1. Proprietary Information. You acknowledge that the Company and other members
of the Company Group will give you access to and use of Proprietary Information
and Confidential Records (as those terms are defined below) of members of the
Company Group. In consideration of being granted such access and use, and in
consideration of the agreement to make the payments specified in the offer
letter attached hereto, you covenant that you shall not during your employment
by any member of the Company Group (the "Employment Period") or at any time
thereafter (irrespective of the circumstances under which your employment
terminates), directly or indirectly: (a) use for your own purpose or for the
benefit of any individual or entity other than any member of the Company Group,
nor (b) otherwise disclose to any individual or entity, any Confidential Records
or Proprietary Information of which you have knowledge, unless such disclosure
has been specifically authorized in writing by an officer of the Company or is
required by law. You acknowledge and understand that the term "Proprietary
Information" shall mean: (i) all inventions, know-how, technology, formulas,
designs, software, programs, algorithms, products, systems, applications,
processes, procedures, methods and improvements and enhancements, and all
related documentation, whether or not patentable, copyrightable or entitled to
other forms of protection, utilized by any member of the Company Group or which
are directly related to the Business (as defined below); (ii) the name and/or
address of any customer or vendor of any member of the Company Group or any
information concerning the transactions or relations of any customer or vendor
of any member of the Company Group with any member of the Company Group, their
affiliates or any of their stockholders, members, principals, directors,
officers, employees or agents; (iii) any financial information relating to any
member of the Company Group and their respective businesses, including, without
limitation, information relating to pricing or marketing methods, sales margins,
cost or source of materials, supplies or goods, capital structure, operating
results or borrowing arrangements; (iv) any information which is generally
regarded as confidential or proprietary in any line of business engaged in by
any member of the Company Group; (v) any business plans, budgets, advertising or
marketing plans of any member of the Company Group; (vi) any information
contained in any of the written or oral policies and procedures or manuals of
any member of the Company Group; (vii) any information belonging to customers,
vendors or affiliates of any member of the Company Group or any other individual
or entity which any member of the Company Group has agreed to hold in
confidence; and (viii) all written, graphic and other material (in any medium
whether in writing, on magnetic tape or in electronic or other form) containing
any of the foregoing. You acknowledge and understand that information that is
not novel or is not copyrighted, trademarked or patented, or eligible for such
or any other protection, may nonetheless be Proprietary Information. The term
"Proprietary Information" shall NOT include information generally available to
the public other than as a result, of a disclosure in violation of this Exhibit
A.

2. Confidentiality and Surrender of Records. You shall not during the Employment
Period or at any time thereafter (irrespective of the circumstances under which
your employment terminates), except as required by law or as is necessary for
the performance of your duties as an employee, and only upon prior written
notice thereof to the Company, directly or indirectly, publish, make known or in
any manner disclose any Confidential Records to, or permit any inspection or
copying of Confidential

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Records by, any individual or entity. You shall not retain, and shall deliver
promptly to the Company, all copies of any of the same upon termination of your
employment for any reason or upon request by the Company. For purposes of this
Exhibit A, "Confidential Records" means, without limitation, all correspondence,
memoranda, files, manuals, books, lists, financial, operating or marketing
records and customer and vendor records containing any Proprietary Information
(in any medium whether in writing, on magnetic tape or in electronic or other
form) or equipment of any kind which may be in your possession or under your
control or accessible to you. All Confidential Records shall be and remain the
sole and exclusive property of the Company during the Employment Period and
thereafter.

3. Developments the Property of the Company. All discoveries, inventions, ideas,
technology, formulas, designs, software, programs, algorithms, products,
systems, applications, processes, procedures, methods and improvements and
enhancements conceived, developed or otherwise made or created or otherwise
produced by you at any time, alone or with others, and relating or useful to the
Business, whether or not subject to patent, copyright or other protection and
whether or not reduced to tangible form, during the Employment Period
("Developments"), shall be the sole and exclusive property of the Company. You
agree to, and hereby do, assign to the Company, without any further
consideration, all your right, title and interest throughout the world in and to
all Developments. You agree that all such Developments that are copyrightable
may constitute works made for hire under the copyright laws of the United States
and, as such, acknowledge that the Company is the author of such Developments
and owns all of the rights comprised in the copyright of such Developments and
you hereby assign to the Company without any further consideration all of the
rights comprised in the copyright and other proprietary rights you may have in
any such Development to the extent that it might not be considered a work made
for hire. You shall make and maintain adequate and current written records of
all Developments and shall disclose all Developments promptly, fully and in
writing to the Company promptly after development of the same, and at any time
upon request. Furthermore, you hereby irrevocably constitute and appoint the
Company and any officer, employee or agent thereof, with full power of
substitution, as your true and lawful attorney-in-fact with full irrevocable
power and authority to take all appropriate action and to execute any and all
such assignments and other documents necessary to effectuate the foregoing. You
hereby agree to execute and deliver to the Company such documents and
instruments as the Company may reasonably request from time to time to
effectuate the purposes of this section. With respect to Developments that are
not owned by or assigned to the Company pursuant to this Section, You hereby
agree that the Company shall have, and you hereby grant to the Company, a
perpetual, worldwide, irrevocable, royalty-free, fully paid-up, exclusive
license to use for any and all purposes and in any manner any such Developments
that are within the scope of the Company's or other members of the Company
Group's actual and anticipated business.

4. Noncompetition. You will be a key representative of the Company Group and
will possess unique knowledge of the Company Group and its operations. The
future prospects of the Company Group are dependent in significant part on your
knowledge, contacts and efforts and in the course of your employment
relationship you will represent the Company Group in its dealings with payors,
providers, customers, suppliers and employees, and the competitive survival and
goodwill of the Company

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Group will be dependent upon its maintaining favorable relations with payors,
providers, customers, suppliers and employees. The provisions contained in this
Section 4 are required to preserve such future prospects. Except as provided
below, during the Employment Period and for a period of twelve (12) months
thereafter (the "Restricted Period"), you shall not without the prior written
consent of the Chief Operating Officer or President or Chief Executive Officer
of the Company, either directly, indirectly, separately or in association with
others;

            (i) engage in the operation of or have any financial interest in
            (whether as an officer, employee, partner, owner, lender,
            shareholder, member, operator, consultant or otherwise) any person,
            firm, corporation or business that itself engages in, or through a
            subsidiary or Affiliate engages in, any element of the Business; or

            (ii) solicit, accept, or conduct, or cause or encourage others to
            solicit, accept or conduct Business with any person who, during the
            Employment Period or the one year period prior to the date hereof
            was a customer or with or to whom the Company or any other member of
            the Company Group made a proposal or offer as a potential provider
            to, customer of, or payor to, the Company or any other member of the
            Company Group; or

            (iii) employ, attempt to employ, or cause or encourage others to
            employ or interfere, or otherwise interfere or attempt to interfere,
            with the employment, contractual or other business relationships
            between the Company or any other member of the Company Group, on the
            one hand, and any of its officers, managers, partners, directors,
            employees, customers, providers, payors, suppliers or agents, on the
            other hand; or

            (iv) directly or indirectly advise or encourage any director,
            officer, manager, employee, agent, consultant or representative or
            client of, or vendor or supplier to the Company or any other member
            of the Company Group to terminate his, her or its relationship with
            the Company or any other member of the Company Group or to reduce
            the amount of business it does with the Company or any other or any
            other member of the Company Group.

      5. Miscellaneous.

            (i) Nothing in this Agreement shall prohibit you from owning five
            percent (5%) or less of the issued and outstanding securities of a
            company which is engaged in the Business whose securities are listed
            on a national securities exchange or listed on the NASDAQ National
            Market System.

            (ii) If any portion of the covenants set forth in this Exhibit A
            above shall be held unreasonable because of the term, geographic
            zones, activities or services, or other matters covered thereby, the
            covenants shall nevertheless be enforced in such reasonably reduced
            scope or form as may be determined by a court of competent
            jurisdiction.

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                  (iii) You acknowledge that the Company would not enter into
                  this employment relationship without the assurance that you
                  will not engage in any of the activities prohibited by this
                  Exhibit A for the periods set forth herein.

                  (iv) For purposes of any provision of this Exhibit A,
                  "directly or indirectly" means in your individual capacity for
                  your own benefit or for the benefit of any other person, or as
                  a shareholder, partner, member or other principal, officer,
                  director, trustee, manager, employee, agent or consultant of
                  or to any person whatsoever.

                  (v) You acknowledge and agree that, by virtue of your
                  position, services and access to and use of Confidential
                  Records and Proprietary Information, any violation by you of
                  any of the undertakings contained in this Exhibit A would
                  cause the Company and other members of the Company Group
                  immediate, substantial and irreparable injury for which they
                  have no adequate remedy at law. Accordingly, you agree that in
                  the event of your breach or threatened breach of any said
                  undertakings, the Company and other members of the Company
                  Group will be entitled to temporary and permanent injunctive
                  relief in any court of competent jurisdiction (without the
                  need to post bond and without proving that damages would be
                  inadequate).

                  (vi) The rights and remedies provided for in this Exhibit A
                  are cumulative and shall be in addition to rights and remedies
                  otherwise available to the parties hereunder or under any
                  other agreement or applicable law. If the final judgment of a
                  court of competent jurisdiction declares that any provision of
                  this Exhibit A is invalid or unenforceable, the parties hereto
                  agree that the court making the determination of invalidity or
                  unenforceability shall have the power, and is hereby directed,
                  to reduce the scope, duration or area of the provision, to
                  delete specific words or phrases and to replace any invalid or
                  unenforceable provision with a provision that is valid and
                  enforceable and that comes closest to expressing the intention
                  of the invalid or unenforceable provision, and the provisions
                  of this Exhibit A shall be enforceable as so modified.

                  (vii) During the Employment Period and thereafter until the
                  end of the Restricted Period, you agree that upon the earlier
                  of you (x) negotiating with any entity involved in any
                  component of the Business at any location that is a Restricted
                  Location (a "Competitor") concerning your possible employment
                  or engagement by the Competitor, (y) receiving an offer of
                  employment or engagement from a Competitor, or (z) becoming
                  employed or engaged by a Competitor, you will immediately
                  provide notice to the Company of such circumstances and
                  provide copies of this Exhibit A to the Competitor. You
                  further agree that the Company may provide notice to a
                  Competitor of your obligations hereunder this Agreement.

                  (viii) You understand that the provisions of this Exhibit A
                  may limit your ability to earn a livelihood but nevertheless
                  agree and hereby acknowledge that the consideration provided
                  under this letter is sufficient to justify the restrictions
                  contained in such provisions. In consideration thereof and in
                  light of your education, skills and abilities, you agree that

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                  you will not assert in any forum that such provisions prevent
                  you from earning a living or otherwise are void or
                  unenforceable or should be held void or unenforceable.

For purposes of this Exhibit A, Business shall mean any business that operates
in any of the following businesses in the Commonwealth of Puerto Rico or in any
county in which a member of the Company Group operated or has applied to operate
during the Employment Period: (i) a health plan (a "Health Plan") authorized
pursuant to the Medicare Advantage program or (ii) a business that (X) operates
or manages Health Plan(s), (y) performs or arranges for medical services for
Health Plans (either on a capitated, risk sharing or fee for service basis)
and/or (Z) provides services to or on behalf of Health Plans in the areas of
medical management, risk adjustment, medical network operations or
administration; plan design, pricing, utilization or quality control.

ACCEPTED AND AGREED:

/s/ John S. Brittain
------------------------------
John S. Brittain, Jr.
February 22, 2006

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                           EXHIBIT B - FORM OF RELEASE

Employee hereby irrevocably and unconditionally releases, acquits and forever
discharges Aveta Inc. (the "Company") and each of its owners, stockholders,
predecessors, successors, assigns, agents, directors, officers, employees,
representatives, attorneys, divisions, parents, subsidiaries, affiliates (and
agents, directors, officers, employees, representatives and attorneys of such
divisions, subsidiaries and affiliates), and all persons acting by, through
under or in concert with any of them (collectively "Releases"), or any of them,
from any and all charges, complaints, claims, liabilities, obligations,
promises, agreements, controversies, damages, actions, causes of action, suits,
rights, demands, costs, losses, debts and expenses (including attorney's fees
and costs actually incurred), of any nature whatsoever pertaining to his
employment agreement and employment with or separation from the Company, known
or unknown (hereafter referred to as "Claim" or "Claims"), which Employee now
has, owns or holds, or claims to have, own or hold, or which Employee at any
time hereafter may have, own or hold, or claim to have, own or hold, against
each or any of the Releases. This includes a release of any rights or claims
Employee may have under the Age Discrimination in Employment Act, which
prohibits age discrimination in employment; Title VII of the Civil Rights Act of
1964, which prohibits discrimination in employment based on race, color,
national origin, religion or sex; the Equal Pay Act, which prohibits paying men
and women unequal pay for equal work; or any other federal, state or local laws
or regulations prohibiting employment discrimination. This also includes a
release by Employee of any claims for wrongful discharge. This release does not
include, however, a release of Employee's right, if any, to pension, retiree
health or similar benefits under the Company's applicable retirement program.
This Agreement does not waive or release any rights or claims that Employee may
have under the Age Discrimination in Employment Act which arise after the date
Employee signs this Agreement.

Brittain understands that Aveta may need to contact him to obtain information
regarding various business matters. Brittain agrees to respond promptly to
Aveta's requests for such information. Brittain also agrees to cooperate fully
with Aveta with respect to any business matter, including but not limited to
ongoing or future litigation or investigation, regulatory or otherwise, about
which it is reasonably believed that Brittain has knowledge, or with which he
was involved, as a result of or during his employment with Aveta. Such
cooperation may include, without limitation, providing information, meeting with
Aveta representatives, or testifying on Aveta's behalf. Aveta agrees to
reimburse Brittain for the reasonable out of pocket expenses Brittain incurs in
providing such cooperation. In the event, due to a conflict, Brittain is
required to retain separate counsel, Aveta will provide and pay for such
counsel, reasonably acceptable to Brittain.

Employee expressly waives and relinquishes all rights and benefits afforded by
any statute or judicial doctrine to the general effect that:

                  "A general release does not extend to claims
                  which the creditor does not know or suspect
                  to exist in his favor at the time of executing
                  the release, which if known by him, must have
                  materially affected his settlement with the
                  debtor."

and does so understanding and acknowledging the significance and consequence of
such waiver.

Thus, notwithstanding the provisions of such a statute or judicial doctrine, and
for the purpose of implementing a full and complete release and discharge of the
Releases, Employee expressly

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acknowledges that this General Release is intended to include in its effect,
without limitation, all Claims which Employee does not know or suspect to exist
in Employee's favor at the time of execution hereof, and that this General
Release contemplates the extinguishment of any such Claim or Claims.

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