**EMPLOYMENT
AGREEMENT**
  THIS
EMPLOYMENT AGREEMENT (the “ ***Agreement*** ”) is
made as of the 9 th day of
February, 2005 between MPOWER COMMUNICATIONS CORP., a Nevada corporation (the
“ ***Company*** ”), and
James Dole (“ ***Executive*** ”).
Capitalized terms that are not defined within the text of this Agreement are
defined in Section 6 hereof, except as otherwise indicated.
  WHEREAS,
Company has offered employment to Executive and Executive has accepted the
offer;
  WHEREAS,
the Company has agreed to employ Executive upon the terms and conditions set
forth herein.
  NOW,
THEREFORE, in consideration of the promises and the covenants and agreements
herein contained, the parties hereto agree as follows:
  1.  EMPLOYMENT
TERM. Subject
to earlier termination in accordance with the provisions of this Agreement, the
Agreement shall become effective on February 9, 2005 (the “ ***Effective
Date*** ”) and
the term of Executive’s employment with the Company pursuant to this Agreement
(the “ ***Term*** ”) shall
continue until either party terminates Executive’s employment, subject to
Executive’s rights and the Company’s obligations contained in Section 4 of this
Agreement.
  2.  DUTIES;
RESPONSIBILITIES. Executive
shall be employed by the Company as Senior Vice President, Strategic
Implementation and shall report solely and directly to the Company’s Chief
Executive Officer (the “ ***CEO*** ”). The
duties and responsibilities of Executive shall be commensurate with those duties
and responsibilities that are customarily assigned to such positions, as may be
designated from time to time by the CEO. During the Term, Executive shall devote
his full business time, attention and energies to the position of Senior Vice
President, Strategic Implementation of the Company; *provided* , *however* , that
Executive may devote reasonable amounts of time to (i) passive personal
investments and (ii) charitable activities so long as such activities do not
interfere with his performance pursuant to this Agreement.
  3.  COMPENSATION
AND BENEFITS.
  3.01  FIXED
SALARY. For the period commencing on February 15, 2005 and continuing during the
Term, as compensation for Executive’s services, the Company shall pay Executive
a salary at the rate of $170,000 per annum (the “ ***Fixed
Salary*** ”) in
equal bi-weekly installments less appropriate payroll deductions as required by
law (the Executive having been paid through February 14, 2005 pursuant to the
terms of his Consulting Services Agreement dated September 15, 2005). The Fixed
Salary shall be reviewed at least annually thereafter by the CEO or such other
persons as appointed by the CEO.
  3.02  ANNUAL
BONUS. Executive shall be eligible to receive an annual bonus (the “ ***Annual
Bonus*** ”) of up
to 60% of the Fixed Salary, contingent upon achieving established goals
determined by the Company in accordance with its customary procedures and
standards. The Annual Bonus shall be prorated in 2005 to reflect 11/12ths of the
bonus for the year.
  3.03  EXPENSES.
The Company shall pay or reimburse Executive for all reasonable business
expenses incurred in the performance of Executive’s duties and which are
consistent with the Company’s policies, practices and procedures, upon
submission of appropriate vouchers and other supporting data.
  3.04  STOCK
OPTIONS. Not later than February 9, 2005 (the “ ***Grant
Date*** ”),
Executive shall be granted stock options to purchase 200,000 shares of the
Company’s common stock (the “ ***New
Options*** ”). Such
New Options shall (i) have an exercise price equal to $1.63 per share, (ii) vest
in three (3) equal installments on each of the first three anniversaries of the
Grant Date, (iii) have a term (the “ ***Term*** ”) of
(10) years from the Grant Date, (iv) remain exercisable, to the extent vested on
the Termination Date, for five (5) years after the termination of Executive’s
employment with the Company for any reason, but in no event after the expiration
of the Term, and (v) be non-qualified options within the meaning of the Internal
Revenue Code.
  3.05  BENEFITS.
Executive and his eligible dependents shall be entitled to participate in all
general pension, profit-sharing, life, medical, disability and other insurance,
welfare and fringe benefit plans in effect for similarly situated executives of
the Company.
  3.06  PAID TIME
OFF. As set forth in Appendix B, attached hereto and incorporated herein by
reference, Executive shall not be
entitled to receive paid time off in accordance with the Company’s paid time off
policy; *provided,
however* ,
Executive has the liberty and ability to take time off on a reasonable basis,
and is not required to record or track such time off.
  4.  TERMINATION
OF EMPLOYMENT. Subject
to the terms of this Section 4, the Company and/or the Executive may terminate
Executive’s employment under this Agreement at any
time and for any reason .
  4.01  TERMINATION
FOR CAUSE; RESIGNATION WITHOUT GOOD REASON. In the event that Executive’s
employment is terminated by the Company for Cause or the Executive terminates
his employment without Good Reason, Executive shall receive the following: (i)
accrued and unpaid Fixed Salary through the Termination Date and reimbursement
for any outstanding business expenses; and (ii) such other accrued compensation
and benefits (including post-retirement benefits) as may be due under the terms
of the compensation and benefit plans in which Executive
participates.
  4.02  TERMINATION
WITHOUT CAUSE; RESIGNATION WITH GOOD REASON. In the event of (A) the Company’s
termination of Executive’s employment hereunder without Cause, (B) Executive’s
resignation for Good Reason, (C) Executive’s death, or (D) Executive’s
Disability, Executive shall be entitled to the following: (i) the payments and
benefits set forth in Section 4.01 hereto and (ii) a severance benefit (the
“ ***Severance
Benefit*** ”) equal
to one year of the Fixed Salary immediately preceding the Termination Date.
Payment of the Severance Benefit shall be contingent upon Executive’s execution
of a waiver and release of claims (a “ ***Release*** ”) in
favor of the Company and its affiliates and their respective employees and
agents, substantially in the form set forth in Appendix A. The Severance Benefit
shall be paid by the Company over approximately twelve (12) months in bi-weekly
installments less appropriate payroll deductions as required by law. The
Severance Benefit payments shall commence within one week after the expiration
of the Revocation Period, as defined in the Release.
  4.03  TERMINATION
DUE TO DEATH OR DISABILITY. In the event of Executive’s death or Disability, the
Fixed Salary shall immediately cease. Neither Executive, nor his estate, as the
case may be, shall be entitled to continue to receive any benefits other than
the Severance Benefit, proceeds from insurance per the terms of any applicable
policy and reimbursement of expenses. In addition, all further vesting of
options shall cease on the Termination Date.
  4.04  NO OTHER
PAYMENTS OR BENEFITS. As of the
Termination Date, other than the payments and benefits expressly provided for or
referred to in this Section 4, all obligations of the Company to Executive,
other than as required by law or provided under any applicable employee benefit
plan of the Company, shall cease.
  4.05  NOTICE OF
TERMINATION. Any termination of Executive’s employment by the Company or by
Executive during the Term shall be communicated by a Notice of Termination to
the other party hereto. The Notice of Termination shall, if applicable, indicate
the specific termination provision in this Agreement relied upon and shall set
forth in reasonable detail the facts and circumstances claimed to provide a
basis for termination of Executive’s employment under the provision so
indicated.
  4.06  BREACH OF
RESTRICTIVE COVENANTS. If, at any time Executive breaches any of the provisions
of Sections 5.01, 5.02, 5.03 and/or 5.05 below, he shall not be eligible, as of
the date of such breach, for any severance benefits described in this Section 4
and all obligations of the Company to pay any such severance benefits hereunder
shall thereupon cease.
  4.07 SPECIFIED
EMPLOYEES. Notwithstanding any provision of this Agreement to the contrary, if
you are a “specified employee” as defined in Section 409A of the Internal
Revenue Code of 1986, as amended (the “ ***Code*** ”), as
amended by the American Jobs Creation Act of 2004 (the “ ***Jobs
Act*** ”), you
shall not be entitled to any payments upon a termination of your employment
until the earlier of (i) the date which is six months after your termination of
employment for any reason other than death or (ii) your date of death. The
provisions of this Paragraph 4(h) shall only apply if required to comply with
Section 409A of the Code.
  5.  RESTRICTIVE
COVENANTS.
  5.01  CONFIDENTIALITY;
NONDISCLOSURE. Executive understands and acknowledges that in the course of
Executive’s employment, he has had and will continue to have access to and will
learn information proprietary to the Company and its subsidiaries affiliates
(the “ ***Company
Group*** ”) that
concerns the technological innovations, operation and methodology of the Company
Group, including, without limitation, business plans, financial information,
protocols, proposals, manuals, procedures and guidelines, computer source codes,
programs, software, know-how and specifications, copyrights, trade secrets,
market information, Developments (as hereinafter defined), data and customer
information (collectively, “ ***Proprietary
Information*** ”).
Executive agrees that during the period beginning on the date of his hiring and
continuing in perpetuity thereafter, Executive shall keep confidential and shall
not disclose any such Proprietary Information to any third party, except as
required to fulfill his duties in connection with his employment by the Company,
and shall not misuse, misappropriate or exploit such Proprietary Information in
any way. The restrictions contained herein shall not apply to any information
which Executive can demonstrate (i) was already available to the public at
the time of disclosure, or subsequently became available to the public,
otherwise than by breach of this Agreement or (ii) was the subject of a
court order to disclose. Upon any termination of Executive’s employment,
Executive will immediately return to the Company all Proprietary Information and
copies thereof in Executive’s possession.
  “ ***Developments*** ” shall
mean all data, discoveries, findings, reports, designs, inventions,
improvements, methods, practices, techniques, developments, programs, concepts
and ideas, whether or not patentable, relating to the present or planned
activities, or the products and services of the Company.
  5.02  NO
COMPETING EMPLOYMENT. Executive hereby acknowledges that in the course of
Executive’s employment with the Company, Executive has become familiar, and will
become familiar, with the trade secrets of the Company Group and with other
confidential information concerning the Company Group, and that Executive’s
services have been and will be of special, unique and extraordinary value to the
Company Group. Therefore, Executive hereby agrees that for the duration of the
Restricted Period, Executive shall not, unless Executive receives the prior
written consent of the Board of Directors of the Company (the “ ***Board*** ”),
directly or indirectly, knowingly own an interest in, manage, operate, join,
control, lend money or render financial or other assistance to or participate in
or be connected with, as an officer, employee, partner, stockholder, consultant
or otherwise, any individual, partnership, firm, corporation or other business
organization or entity that competes with the business of the Company as such
businesses exist or are in the process of being formed or acquired as of the
Termination Date, within any geographical area in which the Company is engaged,
services customers, or was actively planning to engage during the Term or as of
the Termination Date; **** *provided* , *however* , that
this Section 5.02 shall not proscribe Executive’s ownership, either directly or
indirectly, of less than one percent of any class of securities which are listed
on a national securities exchange or quoted on the automated quotation system of
the National Association of Securities Dealers, Inc.
  5.03  RESTRICTIONS
ON SOLICITATION. During the Restricted Period and except as required pursuant to
Executive’s duties to the Company in connection with the employment
relationship, Executive will not, directly or indirectly: (i) solicit or
contact any customer of the Company Group (or any other entity that Executive
knows is a potential customer with respect to specific products of the Company
Group and with which Executive have had contact during the period of Executive’s
employment with the Company Group) for any commercial pursuit that to
Executive’s knowledge is in competition with the Company, or that to Executive’s
knowledge is contemplated from time to time during the period of Executive’s
employment with the Company by the Company’s business plan; (ii) take away
or interfere or attempt to interfere with any custom, trade, business, patronage
or other business relation of the Company, or induce, or attempt to induce, any
employees, agents or consultants of or to the Company Group to do anything from
which Executive is restricted by reason of this Section 5; or
(iii) induce or aid others to induce employees, agents or consultants of
the Company Group to terminate their employment with the Company Group, or
interfere or attempt to interfere with any employees, agents or consultants of
the Company Group.
  5.04  EXTENSION
OF RESTRICTED PERIOD. The Restricted Period shall be extended by the length of
any period during which Executive is in breach of any of the terms of Section 5
hereof.
  5.05  ASSIGNMENT
OF DEVELOPMENTS. During the Term, all Developments that are at any time made,
conceived or suggested by Executive, whether acting alone or in conjunction with
others, shall be the sole and absolute property of the Company, free of any
reserved or other rights of any kind on Executive’s part. During the Term, if
such Developments were made, conceived or suggested by Executive during or as a
result of Executive’s employment relationship with the Company, thereafter,
Executive shall promptly make full disclosure of any such Developments to the
Company and, at the Company’s cost and expense, do all acts and things
(including, among others, the execution and delivery under oath of patent and
copyright applications and instruments of assignment) deemed by the Company to
be necessary or desirable at any time in order to effect the full assignment to
the Company, or of Executive’s right and title, if any, to such Developments.
Executive acknowledges and agrees that any invention, concept, design or
discovery that concretely relates to or is associated with Executive’s work for
the Company that is described in a patent application or is disclosed to a third
party directly or indirectly by Executive during the Restricted Period shall be
the property of and owned by the Company and such disclosure by patent
application or otherwise shall constitute a breach of Section 5.01
above.
  5.06  APPLICATION
OF COVENANTS. The activities described in this Section 5 shall be prohibited
regardless of whether undertaken by Executive in an individual or representative
capacity, and regardless of whether performed for Executive’s own account or for
the account of any other individual, partnership, firm, corporation or other
business organization (other than the Company Group).
  5.07  INJUNCTIVE
RELIEF. Without limiting the remedies available to the Company, Executive
acknowledges that a breach of any of the covenants contained in this Section 5
may result in material irreparable injury to the Company for which there is no
adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of such a breach or threat thereof,
the Company shall be entitled to seek a temporary restraining order or a
preliminary or permanent injunction restraining Executive from engaging in
activities prohibited by this Section 5 or such other relief as may be required
to specifically enforce any of the covenants in this Section 5.
  5.08  REASONABLENESS
OF COVENANTS. If, at the time of enforcement of the covenants set forth in this
Section 5, a court holds that the restrictions stated herein are
unreasonable under circumstances then existing, the parties hereto agree that
the maximum period, scope or geographical area reasonable under such
circumstances shall be substituted for the stated period, scope or
area.
  5.09  VIOLATION
AND REMEDY. If the Company reasonably determines that Executive has breached any
of the provisions of this Section 5, in addition to any other remedies available
to the Company in law or equity, the Company shall be entitled to immediately
suspend as of the date of such breach the provision to Executive of any payments
or benefits under this Agreement, including without limitation, the Severance
Benefit outlined in Section 4 of this Agreement, and any Severance Benefits
already paid shall be immediately returned to the Company. In addition, should
the Company breach any of its obligations under this Agreement, including
without limitation, the Severance Benefit outlined in Section 4, Executive will
not be bound by the provisions of Sections 5.02 and 5.03.
  6.  DEFINITIONS.
  “ ***Cause*** ” shall
mean the occurrence of any of the following events: (i) Executive’s willful
material violation of any law or regulation applicable to the business of the
Company; (ii) Executive’s conviction of, or plea of “no contest” to, a felony;
(iii) any willful perpetration by Executive of an act involving moral turpitude
or common law fraud whether or not related to Executive’s activities on behalf
of the Company; (iv) any act of gross negligence by Executive in the performance
of Executive’s duties as an employee; (v) any violation of the “Standards of
Conduct” set forth in the Company’s employee manual, as in effect from time to
time; or (vi) any willful misconduct by Executive that is materially injurious
to the financial condition or business reputation of, or is otherwise materially
injurious to, the Company.
  “ ***Disability*** ” means
(i) that you are unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment which can be
expected to result in your death or can be expected to last for a continuous
period of not less than 12 months, or (ii) that you are, by reason of any
medically determinable physical or mental impairment which can be expected to
result in your death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering the employees of
your employer. This definition is intended to conform with Section 409A of the
Code. To the extent the definition of “Disability” under Section 409A of the
Code is modified, including pursuant to regulations promulgated thereunder, such
modification shall be similarly applied to the definition set forth
herein.
  “ ***Good
Reason*** ” shall
mean the occurrence of any of the following events: (i) a material adverse
change in Executive’s title or duties in effect on the Effective Date; (ii) a
material reduction in Executive’s Fixed Salary or Annual Bonus opportunity in
effect on the Effective Date; and (iii) the relocation of Executive’s principal
place of business to a location that is more than 35 miles from Rochester, New
York.
  “ ***Notice
of Termination*** ” shall
mean the notice provided in the event of any termination of Executive’s
employment by the Company or resignation by Executive during the Term which
shall be communicated to the other party hereto.
  “ ***Restricted
Period*** ” shall
mean: (i) the period during which Executive is employed with the Company;
and (ii) following a termination of Executive’s employment with the Company
for any reason, the period beginning on the Termination Date and ending on the
first anniversary of the Termination Date.
  “ ***Termination
Date*** ” shall
be determined as follows: (i) if Executive’s employment is terminated for
Disability, sixty days after a Notice of Termination is given (provided that
Executive shall not have returned to the full-time performance of his duties
during such sixty-day period); (ii) if Executive’s employment is terminated
by the Company without Cause, the date specified in the Notice of Termination,
which date shall be no earlier than ten (10) days after the date such notice is
delivered to Executive, as the case may be (or if no date is specified in the
Notice of Termination, sixty days after the Notice of Termination is received by
the Company or delivered to Executive, as the case may be); (iii) if
Executive’s employment is terminated by the Company for Cause, the date
specified in the Notice of Termination; (iv) in the event of Executive’s
resignation of employment, the Termination Date shall be the date set forth in
the Notice of Termination, which date shall be no earlier than ten (10) days
after the date such notice is received by the Company; or (v) the
Termination Date in the event of Executive’s death shall be the date of
Executive’s death.
  7.  NOTICES. All
notices under this Agreement shall be in writing and shall be deemed to have
been duly given if personally delivered against receipt or if mailed by
registered or certified mail, return receipt requested, addressed to the Company
and to Executive, at the address indicated below or to such other person or
address as may be designated by like notice hereunder. Any such notice shall be
deemed to have been given on the day delivered, if personally delivered, or on
the third business day after the date of mailing, if mailed .
  To the
Company:
  Mpower
Communications Corp.
 175
Sully’s Trail, Suite 300
 Pittsford,
NY 14534
  Attention:
Rolla P. Huff
  To
Executive:
  James
Dole
 23
Brunson Way
 Penfield,
NY 14526
  8.  DISPUTE
RESOLUTION PROCESS. Any
future dispute, controversy or claim between the parties arising from or
relating to this Agreement, its breach or any matter addressed by the Agreement
shall be resolved through binding confidential arbitration in Rochester, New
York, to be conducted by an arbitrator that is mutually agreeable to both
Executive and the Company, all in accordance with the rules of the American
Arbitration Association then in effect. If Executive and the Company cannot
agree upon an arbitrator, the arbitration shall be settled before a panel of
three arbitrators, one to be selected by the Company, one by Executive and the
other by the two persons so selected, all in accordance with the rules of the
American Arbitration Association then in effect. Judgment upon the award
rendered by the arbitrator(s) may be entered by any court having jurisdiction
over the matter. Costs and fees of the arbitration will be divided equitably by
the arbitrator between both parties; *provided* , *however* , that,
in the event that either party prevails over the other party in connection with
an arbitration arising out of a breach of this Agreement, the non-prevailing
party shall be liable for all reasonable attorney’s fees and expenses incurred
in connection with any action for damages or the enforcement of any provision of
this Agreement brought by the other party.
  9.  MISCELLANEOUS.
  9.01  NO RIGHTS
TO CONTINUED EMPLOYMENT. Neither this Agreement nor any of the rights or
benefits evidenced hereby shall confer upon Executive any right to continuance
of employment by the Company or interfere in any way with the right of the
Company to terminate Executive’s employment, subject to the provisions of
Section 4 above, for any reason, with or without Cause.
  9.02  EXECUTIVE’S
REPRESENTATION. Executive hereby represents and warrants to the Company that the
execution and delivery by Executive of this Agreement to the Company will not
breach the terms of any contract, agreement or understanding to which Executive
is party. Executive further acknowledges and agrees that a breach of this
representation by Executive shall render this Agreement void *ab
initio* and of
no further force and effect.
  9.03  SUCCESSORS.
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and their respective heirs, legal
representatives, successors and, in the case of the Company, business successors
(whether direct or indirect, by purchase, merger, consolidation or otherwise),
but no other person shall acquire or have any rights under or by virtue of this
Agreement, and the obligations of Executive under this Agreement may not be
assigned or delegated.
  9.04  SEVERABILITY.
Whenever possible, each provision of this Agreement will be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Agreement 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 will not affect any other provision or any other
jurisdiction, but this Agreement will be reformed, construed and enforced in
such jurisdiction as if such invalid, illegal or unenforceable provision had
never been contained herein.
  9.05  WITHHOLDING.
Amounts paid to Executive’s hereunder shall be subject to all applicable
federal, state and local tax withholdings.
  9.06  HEADINGS.
The headings contained in this Agreement are intended solely for convenience of
reference and shall not affect the rights of the parties to this
Agreement.
  9.07  SURVIVAL.
All of the provisions and restrictions set forth in Section 5 shall survive
and continue in full force in accordance with their terms notwithstanding any
termination of the Term.
  9.08  COUNTERPARTS.
This Agreement may be executed in separate counterparts, each of which is deemed
to be an original and all of which taken together constitute one and the same
agreement.
  9.09  GOVERNING
LAW. This Agreement shall be governed by and construed and enforced in
accordance with the laws and decisions of the State of New York applicable to
contracts made and to be performed therein without giving effect to the
principles of conflict of laws.
  9.10  ENTIRE
AGREEMENT; MODIFICATION; WAIVER; INTERPRETATION. This Agreement contains the
entire agreement and understanding between the parties with respect to the
subject matter hereof and supersedes all prior negotiations and oral
understandings concerning the subject matter hereof. Neither this Agreement nor
any of its provisions may be modified, amended, waived, discharged or
terminated, in whole or in part, except in writing signed by the party to be
charged. No waiver of any such provision or any breach of or default under this
Agreement shall be deemed or shall constitute a waiver of any other provision,
breach or default. All pronouns and words used in this Agreement shall be read
in the appropriate number and gender, the masculine, feminine and neuter shall
be interpreted interchangeably and the singular shall include the plural and
vice versa, as the circumstances may require.
  9.11  SECTION
409A SAVINGS CLAUSE. If any
provision of this Agreement contravenes any final regulations promulgated under
Section 409A of the Code or any other Treasury guidance pursuant to Section 409A
of the Code, the Company may reform this Agreement or any provision hereof to
maintain to the maximum extent practicable the original intent of the applicable
provision without violating the provisions of Section 409A of the
Code.
   
  **IN
WITNESS WHEREOF** , the
parties have duly executed this Agreement as of the date first above
written.
  
  **MPOWER
COMMUNICATIONS CORP.**
 /s/ Russell I. Zuckerman
    
    
    /s/ James DoleRussell I. ZuckermanSenior Vice President
      & General Counsel
    
    
    James Dole
 
 
   
    **Appendix
A**
  
 Mpower
Communications Corp.
 175
Sully’s Trail, Suite 300
 Pittsford,
NY 14534
  **Release**
  I, James
Dole, am a party to an Employment Agreement (the “ ***Agreement*** ”), dated
February 9, 2005,  with
Mpower Communications Corp., a Nevada corporation (the “ ***Company*** ”). The
Agreement contemplates that, in consideration for my receipt of the Severance
Benefit (as such term is defined in the Agreement), I will deliver a Release in
the form set forth below, and I now desire to deliver such Release to the
Company in the manner contemplated by the Agreement.
  1. General
Release . In
consideration of the Severance Benefit, I hereby release and forever discharge
the Released Parties (as defined below) from any and all claims, actions, causes
of action, suits, costs controversies, judgments, decrees, verdicts, damages,
liabilities, attorney’s fees, covenants, contracts and agreements (collectively,
including claims, actions and causes of action set forth in Section 2 below,
“ ***Claims*** ”) that I
may have against the Released Parties based on or arising out of (i) my
employment relationship with and service as an employee, officer or director of
the Company, and the termination of such relationship or service, or (ii) any
event, condition, circumstance or obligation that occurred, existed or arose on
or prior to the date hereof, including, without limitation, any Claims arising
under any applicable federal, state or local law, or any law of any foreign
jurisdiction, whether such Claim arises under statute, common law or in equity,
and whether or not I am presently aware of such claim. I further agree that the
payments and benefits described in the Agreement are in full satisfaction of any
and all Claims for payments or benefits that I may have against the Company
arising out of my employment relationship, my service as an employee, officer or
director of the Company and the termination thereof. I also do forever release,
discharge and waive any rights that I may have to recover in any proceedings
brought by any federal, state or local agency against the Released Parties to
enforce any laws.
  For
purposes of this release, the “ ***Released
Parties*** ” means,
individually and collectively, the Company, its present, former and future
shareholders, partners, limited partners, affiliates, parents, subsidiaries,
successors, directors, officers, employees, agents, attorneys, successors and
assigns.
  2. Specific
Release of ADEA Claims . In
further consideration of the Severance Benefit, I hereby release and forever
discharge the Company and its employees, officers and directors from any and all
Claims that I may have as of the date of my signing of this Release arising
under the **Federal Age Discrimination in Employment Act of 1967, as
amended** , and the
applicable rules and regulations promulgated thereunder (“ ***ADEA*** ”).
  3. Release
of Unknown Claims . I
understand that I am releasing Claims pursuant to this Agreement that I may not
know about, and that is my intent. I expressly waive all rights that I might
have under any law that is intended to prevent unknown Claims from being
released and I understand the significance of doing so. In addition, I
expressly acknowledge that the Release under this Agreement is intended to
include and does include in its effect, without limitation, all Claims which I
do not know or suspect to exist in my favor at the time of execution of this
Release and that this Release expressly contemplates the extinguishment of all
such Claims.
  4. No
Pending Litigation . I
hereby represent and agree that I have not filed, and will not file, any action,
complaint, charge, grievance or arbitration against any Released
Party.
  5. No
Right to Commence any Legal Action . I will
not commence or join any legal action, which term includes, without limitation,
any demand for arbitration proceedings and any complaint to any federal, state
or local agency, court or other tribunal, to assert any Claim released by me
under this Agreement against a Released Party.
  6. Acknowledgment . By
signing this Release, I hereby acknowledge and confirm the
following:
  (a) Consultation
with an Attorney . I was
advised in writing by the Company in connection with my termination of
employment to consult with an attorney of my choice prior to signing the
Agreement and this Release and to have such attorney explain to me the terms of
the Agreement and this Release, including, without limitation, the terms
relating to my release of claims arising under ADEA.
  (b) Understand
this Agreement . I have
read the Agreement and this Release carefully and completely and understand each
of the terms thereof.
  (c) Twenty-One
Days to Consider . I was
given not less than twenty-one days to consider the terms of the Agreement and
this Release and to consult with an attorney of my choosing with respect
thereto, and that for a period of seven days following my signing of this
Release, I have the option to revoke this Release in accordance with the terms
set forth below.
  (d) Consideration . By
signing this Release, I hereby acknowledge and confirm that I am providing the
Release and discharge set forth herein only in exchange for consideration in
addition to anything of value to which I am already entitled.
  7. Revocation . I have
the right to revoke this Release during the seven-day period (the “ ***Revocation
Period*** ”)
commencing immediately following the date I sign and deliver this Release to the
Company. The Revocation Period shall expire at 5:00 p.m., New York time, on
the last day of the Revocation Period; ***provided*** **,** ***however,*** that if
such seventh day is not a business day, the Revocation Period shall extend to
5:00 p.m. on the next succeeding business day. In the event of any such
revocation by me, the obligations of the Company to pay the Severance Benefit
pursuant to the Agreement shall terminate and be of no further force and effect
as of the date of such revocation. No such revocation by me shall be effective
unless it is in writing and signed by me and received by a representative of the
Company prior to the expiration of the Revocation Period.
  My
signature below indicates my agreement with the terms and provisions described
above.
  
 ****February 15, 2005
    By:
    /s/ James DoleJames Dole