Exhibit10.11





**SEPARATION
      AND RELEASE AGREEMENT**





THIS
      SEPARATION AND RELEASE AGREEMENT (this “ Agreement ”)
      is
      entered into by and among ALAN G. HARRIS, M.D., Ph.D. (“ Harris ”),
      with
      an address at 190
      East
      72 nd Street,
      Apt. 26B, New York, NY 10021 and MANHATTAN PHARMACEUTICALS, INC. (the
      “ Employer ”),
      with
      its principal executive offices located at 810 Seventh Avenue, 4 th floor,
      New York, New York 10019, and together with its parents, divisions, affiliates,
      and subsidiaries and their respective officers, directors, employees,
      shareholders, members, partners, plan administrators, attorneys, and agents,
      as
      well as any predecessors, future successors or assigns or estates of any of
      the
      foregoing (collectively referred to herein as the “ Company ”).




1.  Separation
      of Employment .
      Harris
      acknowledges and agrees that Harris’ last day employment with Employer shall be
      December 31, 2007 (the “ Separation
      Date ”),
      and
      that Harris has received all compensation and benefits to which Harris is
      entitled as a result of Harris’ employment with Employer, except as otherwise
      provided in this Agreement. Harris understands that, except as otherwise
      provided in this Agreement, Harris is entitled to nothing further from Company,
      including reinstatement by Employer.





2.  Harris
      Release of Company .
      In
      consideration of the release set forth in Section 4 and the payments,
      compensation, and other benefits set forth below in Section 5, Harris hereby
      releases, waives, discharges and gives up any and all Claims (as defined below)
      that Harris may have against Company, arising on or prior to Harris’ execution
      and delivery of this Agreement to Employer. “ Claims ”
means
      any and all actions, charges, controversies, demands, causes of action, suits,
      rights, and/or claims whatsoever for debts, sums of money, wages, salary,
      severance pay, commissions, bonuses, incentive compensation, unvested stock
      options, restricted stock awards, vacation pay, sick pay, expense reimbursement,
      fees and costs, attorneys fees, losses, penalties, damages, including damages
      for pain and suffering and emotional harm, arising, directly or indirectly,
      out
      of any promise, agreement (including, without limitation, his Employment
      Agreement dated January 26, 2006, hereafter the “ Employment
      Agreement ”),
      contract, understanding, common law, tort, the laws, statutes, and/or
      regulations of the States of New York, Delaware, or any other state and the
      United States, including, but not limited to, federal and state wage and hour
      laws, federal and state whistleblower laws, Title VII of the Civil Rights Act
      of
      1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans with
      Disabilities Act, the Family and Medical Leave Act, the Employment Retirement
      Income Security Act (excluding COBRA), the Vietnam Era Veterans Readjustment
      Assistance Act, the Fair Credit Reporting Act, the Fair Labor Standards Act,
      the
      Age Discrimination in Employment Act, OSHA, the Sarbanes-Oxley Act of 2002,
      the
      Delaware Discrimination in Employment Act, the Delaware Handicapped Persons
      Employment Protection Act, the New York State Human Rights Laws, and the New
      York City Human Rights Laws, as each may be amended from time to time, whether
      arising directly or indirectly from any act or omission, whether intentional
      or
      unintentional. This releases all Claims including those of which Harris is
      not
      aware and those not mentioned in this Agreement. Harris specifically releases
      any and all Claims arising out of his employment with Employer, and/or the
      separation thereof or therefrom. Harris expressly forfeits and waives his right
      to any stock options that have not vested as of the Separation Date, except
      as
      otherwise provided in this Agreement on the attached *Schedule
      A* .
      Nothing
      in this Agreement shall preclude Harris from: (A) participating in any manner
      in
      an investigation, hearing or proceeding conducted by the Equal Employment
      Opportunity Commission, but Harris hereby waives any and all rights to recover
      under, or by virtue of, any such investigation, hearing or proceeding; (B)
      exercising Harris’ rights, if any, under Section 601-608 of the Employee
      Retirement Income Security Act of 1974, as amended, popularly known as COBRA;
      or
      (C) exercising Harris’ rights under this Agreement.








3.  Representations;
      Covenants. Harris
      hereby represents and warrants to Company that: (A) Harris has not filed, caused
      or permitted to be filed any pending proceeding (nor has Harris lodged a
      complaint with any governmental or quasi-governmental authority) against
      Company, nor has Harris agreed to do any of the foregoing; (B) Harris has not
      assigned, transferred, sold, encumbered, pledged, hypothecated, mortgaged,
      distributed, or otherwise disposed of or conveyed to any third party any right
      or Claim against Company that has been released in this Agreement; (C) Harris
      has not directly or indirectly assisted any third party in filing, causing
      or
      assisting to be filed, any Claim against Company, and (D) Harris is unaware
      of
      any potential Claims that any third party may have against Company which Harris
      has not previously disclosed to Company. In addition, Harris shall not encourage
      or solicit or voluntarily assist or participate in any way in the filing,
      reporting or prosecution by itself or any third party of a proceeding or Claim
      against Company based upon or relating to any Claim released by Harris in this
      Agreement.





4.  Employer
      Release of Harris; Indemnification .





(a)  As
      good
      consideration to Harris, Employer
      hereby forever releases, waives and discharges Harris from any and all actions,
      claims or demands in general, special or punitive damages, attorneys’ fees and
      costs, expenses or other compensation which in any way relate to or arise out
      of
      Harris’ employment with Employer or separation therefrom or the circumstances
      related thereto or by reason of any other matter, cause or thing whatsoever
      from
      the date of Harris’s employment through the date of this Agreement which
      Employer may now have under federal, state or local law, regulation, or
      ordinance. Notwithstanding the foregoing, nothing herein shall be deemed to
      release Harris from any of Harris’s acts or omissions involving or arising from
      fraud or criminal conduct by Harris while employed by Employer, provided that,
      as of the date of this Agreement, Employer’s Chief Executive Officer or Chief
      Financial Officer is not aware of such conduct. As of the Separation Date,
      Employer represents that it is unaware of any non-compliance by Harris with
      respect to his Employment Agreement or this Agreement.





(b)  Employer
      acknowledges and agrees that Harris shall be entitled to the maximum coverage
      permissible under its directors & officers insurance and any other insurance
      policy available to Employer or which may be applicable to Harris. To the extent
      permitted by applicable law and its certificate of incorporation and by-laws,
      Employer also agrees to indemnify and hold Harris harmless for all actions
      or
      omissions he engaged in the course of his employment with Employer to the extent
      such actions or omissions were in good faith and not outside the scope of his
      employment or duty to Employer.





5.  Consideration .
      As
      additional consideration to Harris
      for his execution,
      delivery and non-revocation of this Agreement:





(A)  Employer
      shall provide Harris with continuation of his base salary through February
      29,
      2008, in accordance with Employer’s regular payroll practices, commencing on the
      eighth day after the next regularly scheduled paydate following Harris’
execution and delivery of this Agreement to Employer;


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(B)  Employer
      shall accelerate Harris’ vesting of certain stock options and extend the
      exercise period for such options to be exercised under Employer’s 2003 Stock
      Option Plan, as set forth on the attached *Schedule
      A* ;
      and





(C)  employer
      shall waive its right to enforce the covenant against competition provision
      contained in Section 6(a) of the Employment Agreement.





Harris acknowledges, understands, and agrees that Harris is not
      otherwise entitled to receive the payments and benefits set forth above in
      this
      Section 5, and further acknowledges, understands, and agrees that nothing in
      this Agreement shall be deemed to be an admission of liability on the part
      of
      Company. Harris agrees
      that Harris will not
      seek any further payments, benefits, or other consideration or relief from
      Company.





6.  Expense
      Reimbursement .
      Harris
      shall be entitled to reimbursement by Employer of reasonable expenses incurred
      during his employment with Employer provided such expenses are submitted within
      a reasonable amount of time following the Separation Date and consistent with
      Employer’s customary policies and practices with respect to such expense
      reimbursement.





7.  Cooperation. Harris
      agrees to reasonably make himself available through February 29, 2008 to respond
      to inquiries from the Company regarding any outstanding transitional issues.
      Harris further agrees, upon Company’s request, to reasonably cooperate at any
      time in any Company investigations, inquiries, and/or litigation regarding
      events that occurred during Harris’ tenure with Employer. Employer will
      compensate Harris for reasonable expenses that Harris incurs in extending such
      cooperation to Company, so long as Harris provides advance written notice of
      Harris’ request for compensation.





8.  Non-Disparagement;
      Confidentiality .
      Harris
      agrees not to make any defamatory or derogatory statements concerning Company
      or
      its products. Employer agrees to instruct its current officers and directors
      not
      to make any defamatory or derogatory statements concerning Harris. Harris
      confirms and agrees that Harris shall not, directly or indirectly, disclose
      to
      any person or entity or use for Harris’ own benefit, any confidential
      information concerning the business, finances or operations of Company or its
      clients or customers, provided, however, that Harris’ obligations under this
      Section 8 shall not apply to information generally known in Company’s industry
      through no fault of Harris or the disclosure of which is required by law.
      Confidential information shall include trade secrets, customer lists, details
      of
      contracts, pricing policies, operational materials, marketing plans or
      strategies, security and safety plans and strategies, product development,
      and
      any other non-public or confidential information of, or relating to, Company.
      Harris also agrees that the amounts paid to Harris and all of the other terms
      of
      this Agreement shall be kept confidential. If Harris breaches
      any term or condition of this Agreement, it shall constitute a material breach
      of this Agreement and Company reserves all rights to it available at law or
      in
      equity.





9.  Surrender
      of Company Property . Harris agrees
      that he will surrender to Employer, no later than the Separation Date, all
      property belonging to, or purchased with the funds of, Company, and any
      equipment (including computers and cell phones), employee or security
      identification or access codes, pass codes, keys, credit cards, swipe cards,
      client data bases, computer files, Company proposals, computer access codes,
      documents, memoranda, records, files, letters, specification or other papers
      (including all copies and other tangible forms of the foregoing) acquired by
      Harris by reason of his employment with Employer and in Harris’ possession or
      under his custody or control relating to the operations, business or affairs
      of
      Company. Harris agrees that Harris will not retain any copies, duplicates,
      reproductions, computer disks, or excerpts thereof of Company
      documents.


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10.  Who
      is
      Bound . Employer and Harris are
      bound by this Agreement. Anyone who succeeds to Harris’ rights
      and responsibilities, such as the executors and heirs of Harris’ estate,
      is bound and anyone who succeeds to Employer ’
rights
      and responsibilities, such as their respective successors and assigns, is also
      bound.





11.  Construction
      of Agreement .
      In the
      event that one or more of the provisions contained in this Agreement shall
      for
      any reason be held unenforceable in any respect under the law of any state
      of
      the United States, such unenforceability shall not affect any other provision
      of
      this hereof or thereof, and
      such
      invalid, illegal, or unenforceable provision shall be reformed and construed
      so
      that it will be valid, legal, and enforceable to the maximum extent permitted
      by
      law. This
      Agreement and any and all matters arising directly or indirectly herefrom shall
      be governed under the laws of the State of New York, without reference to choice
      of law rules. **HARRIS
      AND EMPLOYER EXPRESSLY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY WITH
      RESPECT TO ANY MATTERS RELATED TO THIS AGREEMENT, HARRIS’ EMPLOYMENT WITH
      EMPLOYER GENERALLY, OR ANY OTHER DISPUTE THAT MAY ARISE BETWEEN
      THEM.**





12.  Entire
      Agreement; Survival .
      Harris
      and Employer acknowledge and agree that with the exception of sections 5,
      6(b)-(g), 7, 10(a), and 10(c)-(l) of the Employment Agreement (which are
      attached hereto as *Schedule
      B* ,
      and
      which continue to remain in full force and effect and survive Harris’ separation
      of employment with Employer even after the Separation Date), the Employment
      Agreement shall be null and void. Except as otherwise provided in sections
      5,
      6(b)-(g), 7, 10(a), and 10(c)-(l) of the Employment Agreement, this Agreement
      shall constitute the entire agreement among the parties with respect to the
      matters covered hereby and shall supersede all previous written, oral or implied
      understandings among them with respect to such matters related to Harris’
employment with Employer.





13.  Opportunity
      For Review .





(A)  Harris
      acknowledges that Harris has read and fully understands this Agreement and
      represents that prior to signing this Agreement Harris has been advised to,
      and
      has had an opportunity to, consult Harris’ counsel with respect to this
      Agreement and Harris gives it freely and voluntarily. Harris understands that
      Harris has been given twenty-one (21) days to review this Agreement before
      signing it and that if Harris fails to execute this Agreement and return it
      to
      Employer within twenty-one days of the date provided to him, Employer shall
      have
      no obligation to enter into this Agreement. The parties understand that they
      are
      each responsible for their own attorney’s fees.





(B)  This
      Agreement shall be effective and enforceable on the eighth (8 th )
      day
      after execution and delivery to Employer by Harris. The parties understand
      and
      agree that Harris may revoke this Agreement after having executed and delivered
      it to Employer by so advising Employer in writing no later than 11:59 p.m.
      on
      the seventh (7 th )
      day
      after Harris’ execution and delivery of this Agreement to Employer. If Harris
      revokes this Agreement, it shall not be effective or enforceable, and Harris
      shall not receive the payments or the other benefits of this
      Agreement.


-4-





Agreed
      to
      and accepted by, on this 21 st day of
      December, 2007





HARRIS:





s/Alan
      Harris


Alan
      Harris





Agreed
      to
      and accepted by, on this 21 st day of
      December, 2007





EMPLOYER:





MANHATTAN
      PHARMACEUTICALS, INC.





BY:
            s/Michael
                McGuinness


Name:
      Michael McGuinness


Title:
      Chief Financial Officer


-5-


**SCHEDULE
      A**





As
      partial consideration for Harris’ execution, delivery, and non-revocation of the
      Agreement, and as set forth in Paragraph 5(b) of the Agreement, Employer agrees
      to (i) accelerate the vesting on two
      issuances of stock options pursuant to Employer’s 2003 Stock Option Plan
      pursuant to the schedule below; and (ii) extend the exercise period on options
      that already have vested from ninety (90) days to two (2) years, with such
      exercise period to commence on December 31, 2007.







ISSUE
                DATE
            SHARES
            EXERCISE
                PRICE
            VESTING
                DATE
            COMMENT2/01/06
            100,000
            $1.35
            2/01/07
            vested2/01/06
            100,000
            $1.35
            2/01/08
            accelerated2/01/06
            100,000
            $1.35
            2/01/09
            accelerated4/25/07
            100,000
            $0.95
            4/25/08
            accelerated4/25/07
            100,000
            $0.95
            4/25/09
            forfeited4/25/07
            100,000
            $0.95
            4/25/10
            forfeited




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**SCHEDULE
      B**








5.  Confidential
      Information and Inventions .





(a)  The
      Employee recognizes and acknowledges that in the course of his duties he is
      likely to receive confidential or proprietary information owned by the Company,
      its affiliates or third parties with whom the Company or any such affiliates
      has
      an obligation of confidentiality. Accordingly, during and after the Term, the
      Employee agrees to keep confidential and not disclose or make accessible to
      any
      other person or use for any other purpose other than in connection with the
      fulfillment of his duties under this Agreement, any Confidential and Proprietary
      Information (as defined below) owned by, or received by or on behalf of, the
      Company or any of its affiliates. “Confidential and Proprietary Information”
shall include, but shall not be limited to, confidential or proprietary
      scientific or technical information, data, formulas and related concepts,
      business plans (both current and under development), client lists, promotion
      and
      marketing programs, trade secrets, or any other confidential or proprietary
      business information relating to development programs, costs, revenues,
      marketing, investments, sales activities, promotions, credit and financial
      data,
      manufacturing processes, financing methods, plans or the business and affairs
      of
      the Company or of any affiliate or client of the Company. The Employee expressly
      acknowledges the trade secret status of the Confidential and Proprietary
      Information and that the Confidential and Proprietary Information constitutes
      a
      protectable business interest of the Company. The Employee agrees: (i) not
      to
      use any such Confidential and Proprietary Information for himself or others;
      and
      (ii) not to take any Company material or reproductions (including but not
      limited to writings, correspondence, notes, drafts, records, invoices, technical
      and business policies, computer programs or disks) thereof from the Company’s
      offices at any time during his employment by the Company, except as required
      in
      the execution of the Employee’s duties to the Company. The Employee agrees to
      return immediately all Company material and reproductions (including but not
      limited, to writings, correspondence, notes, drafts, records, invoices,
      technical and business policies, computer programs or disks) thereof in his
      possession to the Company upon request and in any event immediately upon
      termination of employment.





(b)  Except
      with prior written authorization by the Company, the Employee agrees not to
      disclose or publish any of the Confidential and Proprietary Information, or
      any
      confidential, scientific, technical or business information of any other party
      to whom the Company or any of its affiliates owes an obligation of confidence,
      at any time during or after his employment with the Company.





(c)  Notwithstanding
      the foregoing, Confidential and Proprietary Information shall not include any
      information or material which the Employee can establish through competent
      proof: (i) is or becomes generally available to the public other than as a
      result of disclosure thereof by the Employee; (ii) is lawfully received by
      the
      Employee on a non-confidential basis from a third party that is not itself
      under
      an obligation of confidentiality or non-disclosure to the Company with respect
      to such information; (iii) was in the Employee’s possession at the time of
      disclosure by the Company and was not acquired, directly or indirectly from
      the
      Company; or (iv) is required to be publicly disclosed by law or by regulation;
      provided, however, that in such event Employee shall provide the Company with
      prompt advance notice of such disclosure so that the Company has the opportunity
      if it so desires to seek a protective order or other similar protection. If,
      in
      the absence of a protective or other similar order, the Employee is legally
      compelled to disclose Confidential and Proprietary Information, such
      Confidential and Proprietary Information (and only such Confidential and
      Proprietary Information) may be disclosed in such proceeding without liability
      hereunder; provided, however, that the Employee shall give the Company written
      notice of the Confidential and Proprietary Information to be disclosed as far
      in
      advance of its disclosure as is practical and, upon the Company’s request and
      expense, the Employee shall use all reasonable efforts to obtain assurances
      that
      confidential treatment will be accorded to such Confidential and Proprietary
      Information in such proceeding.


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(d)  The
      Employee agrees that all inventions, discoveries, improvements and patentable
      or
      copyrightable works (“Inventions”) initiated, conceived or made by him, either
      alone or in conjunction with others, during the Term shall be the sole property
      of the Company to the maximum extent permitted by applicable law and, to the
      extent permitted by law, shall be “works made for hire” as that term is defined
      in the United States Copyright Act (17 U.S.C.A., Section 101). The Company
      shall
      be the sole owner of all patents, copyrights, trade secret rights, and other
      intellectual property or other rights in connection therewith. The Employee
      hereby assigns to the Company all right, title and interest he may have or
      acquire in all such Inventions; provided, however, that the Board may in its
      sole discretion agree to waive the Company’s rights pursuant to this Section
      5(d) with respect to any Invention that is not directly or indirectly related
      to
      the Company’s business. The Company acknowledges that as of the Effective Date,
      the Employee has undertaken certain activities prior to the Effective Date
      and
      that pursuant thereto has developed the Inventions and/or engaged in such
      specific activities set forth on Annex A hereto, and that pursuant to the
      foregoing sentence, the Board has waived the Company’s rights with respect to
      such Inventions and/or activities as they are in existence on the Effective
      Date. Notwithstanding the foregoing, nothing in this Section 5(d) shall be
      construed to limit, restrict or modify in any way Executive’s obligations under
      this Agreement, including without limitation Section 3(a) and Section 6 hereof.
      The Employee further agrees to assist the Company in every proper way (but
      at
      the Company’s expense) to obtain and from time to time enforce patents,
      copyrights or other rights on such Inventions in any and all countries, and
      to
      that end the Employee will execute all documents necessary:





(i)
      to
      apply for, obtain and vest in the name of the Company alone (unless the Company
      otherwise directs) letters patent, copyrights or other analogous protection
      in
      any country throughout the world and when so obtained or vested to renew and
      restore the same; and





(ii)
      to
      defend any opposition proceedings in respect of such applications and any
      opposition proceedings or petitions or applications for revocation of such
      letters patent, copyright or other analogous protection.





(e)  The
      Employee acknowledges that while performing the Services under this Agreement
      the Employee may locate, identify and/or evaluate patented or patentable
      inventions having commercial potential in the fields of pharmacy,
      pharmaceutical, biotechnology, healthcare, technology and other fields which
      may
      be of potential interest to the Company or one of its affiliates (the “Third
      Party Inventions”). The Employee understands, acknowledges and agrees that all
      rights to, interests in or opportunities regarding, all Third-Party Inventions
      identified by the Company, any of its affiliates or either of the foregoing
      persons’ officers, directors, employees (including the Employee), agents or
      consultants during the Term shall be and remain the sole and exclusive property
      of the Company or such affiliate and the Employee shall have no rights
      whatsoever to such Third-Party Inventions and will. not pursue for himself
      or
      for others any transaction relating to the Third-Party Inventions which is
      not
      on behalf of the Company; provided, however, that the Company acknowledges
      and
      agrees that Employee may, with the Company’s prior written consent, discuss the
      development of any Third Party Inventions that the Employee has located,
      identified and/or evaluated, and which the Company has decided not to pursue,
      solely with Paramount Biosciences, LLC (“Paramount”). Notwithstanding the
      foregoing, the Company acknowledges and agrees that Employee shall be permitted
      to discuss the development of any Third Party Inventions that the Employee
      has
      located, identified and/or evaluated, and which each of the Company and
      Paramount has decided not to pursue in accordance with the foregoing, provided
      that such discussions are consented to in advance by each of the Company and
      Paramount and that such discussions do not conflict with or interfere in any
      way
      with Executive’s obligations under this Agreement, including without limitation
      Section 3(a) and Section 6 hereof.


-8-


(f)  Employee
      agrees that he will promptly disclose to the Company, or any persons designated
      by the Company, all improvements and Inventions made or conceived or reduced
      to
      practice or learned by him, either alone or jointly with others, during the
      Term.





(g)  The
      provisions of this Section 5 shall survive any termination of this
      Agreement.





6.  Non-Competition,
      Non-Solicitation and Non-Disparagement .





(a)  **[THE
      COVENANT AGAINST COMPETITION PREVIOUSLY CONTAINED IN THIS PARAGRAPH 6(a) IS
      STRICKEN AS PER SECTION 5(C) OF THE PARTIES’ SEPARATION AND GENERAL RELEASE
      AGREEMENT DATED December 21, 2007.]**





(b)  During
      the Term and for a period of 18 months thereafter, the Employee shall not,
      directly or indirectly, without the prior written consent of the
      Company:





(i)
      solicit or induce any employee of the Company or any of its affiliates to leave
      the employ of the Company or any such affiliate; or hire for any purpose any
      employee of the Company or any affiliate or any employee who has left the
      employment of the Company or any affiliate within one year of the termination
      of
      such employee’s employment with the Company or any such affiliate [ **Remainder
      of sentence deleted.]** ;
      or





(ii)
      solicit or accept employment or be retained by any Person who, at any time
      during the term of this Agreement, was an agent, client or customer of the
      Company or any of its affiliates where his position will be related to the
      business of the Company or any such affiliate; or





(iii)
      solicit or accept the business of any agent, client or customer of the Company
      or any of its affiliates with respect to products, services or investments
      similar to those provided or supplied by the Company or any of its
      affiliates.





(c)  The
      Company and the Employee each agree that both during the Term and at all times
      thereafter, neither party shall directly or indirectly disparage, whether or
      not
      true, the name or reputation of the other party or any of its affiliates,
      including but not limited to, any officer, director, employee or shareholder
      of
      the Company or any of its affiliates.


-9-


(d)  In
      the
      event that the Employee breaches any provisions of Section 5 or this Section
      6
      or there is a threatened breach, then, in addition to any other rights which
      the
      Company may have, the Company shall (i) be entitled, without the posting of
      a
      bond or other security, to injunctive relief to enforce the restrictions
      contained in such Sections and (ii) have the right to require the Employee
      to
      account for and pay over to the Company all compensation, profits, monies,
      accruals, increments and other benefits (collectively “Benefits”) derived or
      received by the Employee as a result of any transaction constituting a breach
      of
      any of the provisions of Sections 5 or 6 and the Employee hereby agrees to
      account for and pay over such Benefits to the Company. The Employee agrees
      that
      in an action pursuant to clause 6(d)(i), that if the Company makes a prima
      facie
      showing that the Employee has violated or apparently intends to violate any
      of
      the provisions of this Section 6, the Company need not prove either damage
      or
      irreparable injury in order to obtain injunctive relief.





(e)  Each
      of
      the rights and remedies enumerated in Section 6(d) shall be independent of
      the
      others and shall be in addition to and not in lieu of any other rights and
      remedies available to the Company at law or in equity. If any of the covenants
      contained in this Section 6, or any part of any of them, is hereafter construed
      or adjudicated to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants or rights or remedies which shall be
      given full effect without regard to the invalid portions. If any of the
      covenants contained in this Section 6 is held to be invalid or unenforceable
      because of the duration of such provision or the area covered thereby, the
      parties agree that the court making such determination shall have the power
      to
      reduce the duration and/or area of such provision and in its reduced form such
      provision shall then be enforceable. No such holding of invalidity or
      unenforceability in one jurisdiction shall bar or in any way affect the
      Company’s right to the relief provided in this Section 6 or otherwise in the
      courts of any other state or jurisdiction within the geographical scope of
      such
      covenants as to breaches of such covenants in such other respective states
      or
      jurisdictions, such covenants being, for this purpose, severable into diverse
      and independent covenants.





(f)  In
      the
      event that an actual proceeding is brought in equity to enforce the provisions
      of Section 5 or this Section 6, the Employee shall not urge as a defense that
      there is an adequate remedy at law nor shall the Company be prevented from
      seeking any other remedies which may be available. The Employee agrees that
      he
      shall not raise in any proceeding brought to enforce the provisions of Section
      5
      or this Section 6 that the covenants contained in such Sections limit his
      ability to earn a living.





(g)  The
      provisions of this Section 6 shall survive any termination of this
      Agreement.





7.  Representations
      and Warranties by the Employee .





The
      Employee hereby represents and warrants to the Company as follows:





(i)
      Neither the execution or delivery of this Agreement nor the performance by
      the
      Employee of his duties and other obligations hereunder violate or will violate
      any statute, law, determination or award, or conflict with or constitute a
      default or breach of any covenant or obligation under (whether immediately,
      upon
      the giving of notice or lapse of time or both) any prior employment agreement,
      contract, or other instrument to which the Employee is a party or by which
      he is
      bound.


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(ii)
      The
      Employee has the full right, power and legal capacity to enter and deliver
      this
      Agreement and to perform his duties and other obligations hereunder. This
      Agreement constitutes the legal, valid and binding obligation of the Employee
      enforceable against him in accordance with its terms. No approvals or consents
      of any persons or entities are required for the Employee to execute and deliver
      this Agreement or perform his duties and other obligations
      hereunder.





10.  Miscellaneous .





(a)  This
      Agreement shall be governed by, and construed and interpreted in accordance
      with, the laws of the State of New York, without giving effect to its principles
      of conflicts of laws.





(b)  **[THE
      ARBITRATION PROVISION PREVIOUSLY CONTAINED IN THIS PARAGRAPH 10(B) IS STRICKEN
      HEREIN.]**





(c)  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto,
      and their respective heirs, legal representatives, successors and permitted
      assigns.





(d)  This
      Agreement, and the Executive’s rights and obligations hereunder, may not be
      assigned by the Executive. The rights and obligations of the Company under
      this
      Agreement shall inure to the benefit of and shall be binding upon the successors
      and permitted assigns of the Company, including any successors or permitted
      assigns in connection with any sale, transfer or other disposition of all or
      substantially all of its business or assets.





(e)  This
      Agreement cannot be amended orally, or by any course of conduct or dealing,
      but
      only by a written agreement signed by the parties hereto.





(f)  The
      failure of either party to insist upon the strict performance of any of the
      terms, conditions and provisions of this Agreement shall not be construed as
      a
      waiver or relinquishment of future compliance therewith, and such terms,
      conditions and provisions shall remain in full force and effect. No waiver
      of
      any term or condition of this Agreement on the part of either party shall be
      effective for any purpose whatsoever unless such waiver is in writing and signed
      by such party.





(g)  All
      notices, requests, consents and other communications, required or permitted
      to
      be given hereunder, shall be in writing and shall be delivered personally or
      by
      an overnight courier service or sent by registered or certified mail, postage
      prepaid, return receipt requested, to the parties at the addresses set forth
      on
      the first page of this Agreement, and shall be deemed given when so delivered
      personally or by overnight courier, or, if mailed, five days after the date
      of
      deposit in the United States mails. Either party may designate another address,
      for receipt of notices hereunder by giving notice to the other party in
      accordance with this Section 10(g).


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(h)  This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof. No representation, promise or inducement has been made by either party
      that is not embodied in this Agreement, and neither party shall be bound by
      or
      liable for any alleged representation, promise or inducement not so set
      forth.





(i)  As
      used
      in this Agreement, “affiliate” of a specified Person shall mean and include any
      Person controlling, controlled by or under common control with the specified
      Person.





(j)  The
      section headings contained herein are for reference purposes only and shall
      not
      in any way affect the meaning or interpretation of this Agreement.





(k)  This
      Agreement may be executed in any number of counterparts, each of which shall
      constitute an original, but all of which together shall constitute one and
      the
      same instrument.





(l)  As
      used
      in this Agreement, the masculine, feminine or neuter gender, and the singular
      or
      plural, shall be deemed to include the others whenever and wherever the context
      so requires. Additionally, unless the context requires otherwise, “or” is not
      exclusive.





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