**Exhibit 10.19**

 

**Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the informationsubject to the confidentiality request. Omissions are designated as *. A complete version of this exhibit has been filedseparately with the Securities and Exchange Commission.**

 

**SEVERANCE AGREEMENT AND MUTUAL RELEASE**

 

**RECITALS**

 

This Severance Agreement andMutual Release (“Agreement”) is made by and between Steve Goldberg (“Executive”)and Intellisync Corporation (“Company”) (collectively referred to as the “Parties”and individually a “Party”):

 

WHEREAS, Executive has been anEmployee and senior Executive of Company since February, 2004;

 

WHEREAS, Company and Executiveentered into an Employee Agreement Regarding Confidentiality and Inventions,dated February 9, 2004 (the “Confidentiality Agreement”);

 

WHEREAS, Company and Executivehave entered into Stock Option Agreements dated March 1, 2004 and November 23,2004, each granting Executive the option to purchase shares of Company’s commonstock subject to the terms and conditions of Company’s 2002 Stock Plan, asamended, and the Stock Option Agreements (collectively, the “Stock Agreements”);

 

WHEREAS, the Executive hassubmitted his resignation from the Company effective August 31, 2005; and

 

WHEREAS, the Parties, andeach of them, wish to resolve any and all disputes, claims, complaints,grievances, charges, actions, petitions and demands that each Party may haveagainst the other Party, including, but not limited to, any and all claimsarising or in any way related to Executive’s employment with, or separationfrom, Company;

 

NOW THEREFORE, inconsideration of the promises made herein, the Parties hereby agree as follows:

 

**AGREEMENT ANDCOVENANTS**

 

# 1.             Termination of Employment.  Company and Executive acknowledge and agreethat Executive’s resignation from the Company is effective August 31, 2005and his employment with Company shall terminate August 31, 2005 (the “TerminationDate”).  Notwithstanding the TerminationDate, effective August 24, 2005, Executive will no longer have theresponsibilities or authority of the Chief Strategy Officer position and willnot exercise any such responsibilities or authority in connection with suchposition.

#  

# 2.             Consideration.

#  

## (a)           Severance Payments. Company agrees to pay Executive as severance a lump sum payment equal tosix (6) months of his regular salaried

 

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## compensation(a total of $110,000), less applicable withholding in accordance with theCompany’s past payroll practices for Executive. The Company shall be obligated to make such payment on the EffectiveDate.  Executive acknowledges thatCompany will issue to him a Form W-2 in connection with such payments.

##  

## (b)           Stock. Notwithstanding anything to the contrary in the Stock Agreements, theParties agree that for purposes of determining the number of shares of theCompany’s common stock which Executive is entitled to purchase from the Companypursuant to the exercise of outstanding options, Executive shall, as of theTermination Date, be vested as to that number of option shares as to whichExecutive would have been vested under the Stock Option Agreements had Executiveremained employed with the Company an additional twelve (12) months followingthe Termination Date (through and including August 31, 2006)(collectively, the “Vested Option Shares”). The Parties agree that as of the Termination Date, the vested OptionShares total One Hundred Forty-Three Thousand, Seven Hundred and Fifty(143,750) shares (which includes the additional twelve months of vestingdescribed in the preceding sentence).  Tothe extent option shares are not vested on the Termination Date, they shall be treatedin accordance with the Stock Agreements upon the Termination Date.  Notwithstanding anything to the contrary inthe Stock Agreements, Executive shall have the right to exercise his vestedstock options until six (6) months following the Termination Date (February 28,2006).

##  

## (c)           Benefits.  Executive’shealth insurance benefits under Company plans shall cease as of August 31,2005, subject to Executive’s right to continue his and his family’s healthinsurance under Consolidated Omnibus Budget Reconciliation Act (“COBRA”).  The Company agrees that in the event Executiveelects COBRA continuation coverage, the Company shall pay any COBRA premiumsfor a period not to exceed six (6) months, unless Executive obtainscomparable coverage with a new employer prior to the expiration of said six (6) months(in which event Executive agrees to immediately notify Company of saidevent).  Executive’s participation in allother benefits and incidents of employment with Company, except as providedherein, shall cease on the Termination Date. Executive shall cease accruing Executive benefits, including, but notlimited to, vacation time and paid time off as of the Termination Date.

##  

## (d)           Office Phone Message, Email Access, and PDA.  Until September 30, 2005, Executive’soffice telephone message for incoming calls shall state that Executive is nolonger employed with the Company, and provide Executive’s forwarding telephonenumber.  Further until September 30,2005, Executive shall continue to have access to his Company email box, andhave the use of PDA device mobile suite software.

##  

## (e)           Further Bonus Payment.  The Company will pay Executive a lump-sumbonus payment of Ten Thousand Dollars ($10,000).  This payment will be made to Executive on theEffective Date.  Executive understandsthat the Company will issue to him a Form W-2 in connection with saidpayment.

##  

## (f)            Expense Reimbursement.  Provided Executive submits appropriatedocumentation, the Company will promptly reimburse his reasonablebusiness expenses in accordance with past practices.  Executive will use his commerciallyreasonable best efforts to submit all such documentation by September 30,2005

 

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## (g)           Reimbursement of Legal Fees.  The Company agrees to reimburse Executivereasonable legal fees in connection with the review of this Agreement, providedthat said fee reimbursement shall not exceed $5,000.

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## (h)           Intellisync Equipment.  Executive may retain as his own property theCompany issued Dell laptop computer, and the Treo 650 cell phone/PDA (the “CompanyEquipment”) in his possession.  Executivewill immediately transfer the cellular service for the Treo 650 to hisname.  Executive agrees to expunge allCompany related information from the Company Equipment on or before September 7,2005, and also confirm in writing by that date that he has done so.

##  

# 3.             Confidential Information.  Executive shall continue to maintain theconfidentiality of all “Proprietary Information” of Company as defined in theConfidentiality Agreement and shall continue to comply with the terms andconditions of the Confidentiality Agreement as therein provided.  On or before the Termination Date, unlessearlier requested by the Company, Executive shall return all of Company’sproperty and tangible Proprietary Information in his possession to Company.

#  

# 4.             Payment of Salary.  Not later than the Termination Date, theCompany shall deliver to Executive a check representing all salary due andowing as of that date, including any accrued vacation pay and accrued paid timeoff (which the Parties agree is an aggregate of $19,496.80, less applicablewithholding in accordance with Company’s past practices).  Executive hereby acknowledges and representsthat upon receipt of said payment, the Company has paid all salary, wages,bonuses, accrued vacation, commissions and any and all other benefits due to Executivethrough the Termination Date.

#  

# 5.             Release of Claims by Executive.  Executive agrees that the foregoingconsideration represents settlement in full of all outstanding obligations owedto Executive by Company and its officers, directors, managers, supervisors,agents and employees relating to his employment by the Company.  Executive, on his own behalf, and on behalfof his respective heirs, family members, executors, agents, and assigns, herebyfully and forever releases Company and its officers, directors, managers,agents, employees, investors, stockholders, administrators, affiliates,divisions, subsidiaries, predecessor and successor corporations, and assigns,from, and agrees not to sue concerning, any claim, duty, obligation or cause ofaction relating to any matters of any kind, whether presently known or unknown,suspected or unsuspected, that Executive may possess arising from anyomissions, acts or facts that have occurred up until and including theEffective Date of this Agreement relating to his employment by the Company andthe termination thereof including, without limitation:

#  

## (a)           any and all claims relating to orarising from Executive’s employment relationship with Company and thetermination of that relationship;

##  

## (b)           any and all claims relating to, or arising from, Executive’sright to purchase, or actual purchase or sale of shares of capital stock ofCompany, including, without limitation, any claims for fraud,misrepresentation, breach of fiduciary duty, breach of duty under applicablestate corporate law, and securities fraud under any state or federal law;

 

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## (c)           any and all claims under the law of any jurisdictionincluding, but not limited to, wrongful discharge of employment; constructive dischargefrom employment; termination in violation of public policy; discrimination;breach of contract, both express and implied; breach of a covenant of goodfaith and fair dealing, both express and implied; promissory estoppel;negligent or intentional infliction of emotional distress; negligent orintentional misrepresentation; negligent or intentional interference withcontract or prospective economic advantage; unfair business practices;defamation; libel; slander; negligence; personal injury; assault; battery;invasion of privacy; false imprisonment; and conversion;

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## (d)           any and all claims for violation of any federal, state ormunicipal statute, including, but not limited to, Title VII of the Civil RightsAct of 1964, the Civil Rights Act of 1991, the Age Discrimination in EmploymentAct of 1967, the Americans with Disabilities Act of 1990, the Sarbanes-OxleyAct, the Fair Labor Standards Act, the Employee Retirement Income Security Actof 1974, The Worker Adjustment and Retraining Notification Act, Older WorkersBenefit Protection Act; the California Fair Employment and Housing Act, and theCalifornia Labor Code;

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## (e)           any and all claims for violationof the federal, or any state, constitution;

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## (f)            any and all claims arising outof any other laws and regulations relating to employment or employmentdiscrimination;

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## (g)           any claim for any loss, cost, damage, or expense arisingout of any dispute over the non-withholding or other tax treatment of any ofthe proceeds received by Executive as a result of this Agreement; and

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## (h)           any and all claims for attorneys’fees and costs.

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Company and Executive agreethat the release set forth in this section shall be and remain in effectin all respects as a complete general release as to the matters released.  However, this release does not extend to anyobligations under this Agreement.

 

# 6.             Acknowledgement of Waiver of Claims Under ADEA.  Executiveacknowledges that he is waiving and releasing any rights he may have under theAge Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver andrelease is knowing and voluntary.  Executiveand the Company agree that this waiver and release does not apply to any rightsor claims that may arise under ADEA after the Effective Date of thisAgreement.  Executive acknowledges thatthe consideration given for this waiver and release Agreement is in addition toanything of value to which Executive was already entitled.  Executive further acknowledges that he hasbeen advised by this writing that

#  

## (a)           he should consult with anattorney prior to executing this Agreement;

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## (b)           he has up to twenty-one (21) dayswithin which to consider this Agreement;

 

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## (c)           he has seven (7) daysfollowing his execution of this Agreement to revoke the Agreement;

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## (d)           this Agreement shall not beeffective until the revocation period has expired; and

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## (e)           nothing in this Agreementprevents or precludes Executive from challenging or seeking a determination ingood faith of the validity of this waiver under the ADEA, nor does it imposeany condition precedent, penalties or costs from doing so, unless specificallyauthorized by federal law.

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# 6A.          Release of Claims by Company. Company, on its own behalf, and on behalf of its respective officers,directors, managers, agents, employees, investors, stockholders,administrators, affiliates, divisions, subsidiaries, predecessor and successorcorporations, and assigns forever releases Employee and his heirs, familymembers, executors, agents, and assigns from, and agrees not to sue concerning,any claim, duty, obligation or cause of action relating to any matters of anykind, whether presently known or unknown, suspected or unsuspected, thatCompany may possess arising from any omissions, acts or facts that haveoccurred up until and including the Effective Date of this Agreement relatingto Executive’s employment by the Company and the termination thereof including,without limitation:

#  

## (a)           any and all claims relating to orarising from Employee’s employment relationship with Company and thetermination of that relationship;

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## (b)           any and all claims under the law of any jurisdictionincluding, but not limited to, breach of contract, both express and implied;breach of a covenant of good faith and fair dealing, both express and implied;promissory estoppel; negligent or intentional misrepresentation; breach offiduciary duty; breach of duty of loyalty; negligent or intentionalinterference with contract or prospective economic advantage; unfair businesspractices; defamation; libel; slander; negligence; conversion, and any and allclaims for violation of any federal or state constitution and federal, state ormunicipal statute, including, but not limited to, the California Business &Professions Code, or similar laws; and

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## (c)           any and all claims for attorneys’fees and costs.

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Company and Employee agreethat the release set forth in this section shall be and remain in effectin all respects as a complete general release as to the matters released.  Notwithstanding, the Parties agree that theCompany’s release in this paragraph 6A does not apply to any misappropriationof Company trade secret information nor to any criminal conduct against theCompany for which Executive may have been convicted such as fraud or embezzlement,and that it similarly does not extend to any obligations incurred under thisAgreement.

 

# 7.             Civil Code Section 1542.  The Parties represent that they are not awareof any claim by either of them other than the claims that are released by thisAgreement.  Executive and Companyacknowledge that they have each been advised by legal counsel and are familiarwith the provisions of California Civil Code Section 1542, which providesas follows:

 

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A GENERAL RELEASE DOES NOTEXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS ORHER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HERMUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

 

Each of the Parties, beingaware of said code section, agrees to expressly waive any rights he or it mayhave thereunder, as well as under any other statute or common law principles ofsimilar effect.

 

# 8.             Assistance to Company.  Executive agrees to provide the followingassistance to effect a proper transition of duties.  Specifically, Executive agrees to deliverelectronically in an appropriate Microsoft Office compatible document:

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### 1)                                      For intellectual property development anddefense:

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#### a)                                      All contact names, addresses, emailaddresses, and phone numbers of attorneys and consultants used in this process;

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#### b)                                     A status for each major activity currentincluding but not limited to: the NCR action, the review by Indian consultantsof our patents, and the consolidation of our prosecution attorneys; and

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### 2)                                      For partner discussions with * or othersabout *:

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#### a)                                      All contact names, addresses, emailaddresses, and phone numbers of attorneys and consultants used in this process;and

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#### b)                                     A status for each activity current

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### 3)                                      Information and update relating to ongoingM&A discussions.

###  

Executive further agrees torender reasonable assistance to Company, including, but not limited to,responding to reasonable requests from the Company’s Board of Directors, ChiefExecutive Officer, Chief Financial Officer, or the Company’s legal counsel inconnection with any and all existing or future litigation or procedures toperfect the Company’s intellectual property rights.  Executive also agrees to furnish uponreasonable request, information necessary in order to assist the Company inmeeting the Company’s reporting requirements and Executive’s continuing Section 16reporting obligations on a timely manner and as prescribed by the then currentSEC and/or applicable exchange rules.

 

# 9.             Insider Status.

#  

## (a)           Executive acknowledges that prior to the Termination Date,he will continue to have be a “Section 16 Individual” as defined underCompany’s Insider Trading Policy, as amended through the date hereof, a copy ofwhich Executive

 

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## acknowledgeshe has previously received.  From thedate Executive executes this Agreement through the Termination Date, Companyshall take reasonable efforts to not make Executive privy to material,not-public information regarding Company of which Executive is not alreadyaware.  The Parties agree that followingthe Termination Date, Executive will no longer be a Section 16 Individual.

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## (b)           Notwithstanding the foregoing, Executive acknowledges andagrees that (i) he shall be subject to all applicable laws with respect totrading on material, nonpublic information regarding Company and (ii) he,and not Company, shall be responsible for all reporting obligations that Executivemay have under Section 16 of the Securities Exchange Act of 1934, asamended (“Section 16” and the “Exchange Act” respectively).

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## (c)           Executive shall continue to be covered by allindemnification provisions applicable to officers of the Company pursuant tothe Company’s charter and by-laws and pursuant to any indemnificationagreements or programs for the benefit of officers or directors of the Company.  The rights of Executive under this paragraph9(c) shall survive and be applicable for so long as Executive may besubject to any claim, demand, action or cause of action, liability, cost orexpense in respect of which this paragraph is intended to protect and indemnifyhim.

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# 10.           No Pending or Future Lawsuits.  The Parties each represent that they have nolawsuits, claims, or actions pending in their name, or on behalf of any otherperson or entity, against the other party or in the case of Executive, against anyofficer or director of the Company.  TheParties also each represent that they do not intend to bring any claims ontheir own behalf or on behalf of any other person or entity against the other Partyor in the case of Executive, against any officer or director of the Company.

#  

# 11.           Application for Employment.  Executive understands and agrees that, as acondition of this Agreement, he shall not be entitled to any employment withCompany, its subsidiaries, or any successor, and he hereby waives any right, oralleged right, of employment or re-employment with Company.  Executive further agrees that he will notapply for employment with Company or its subsidiaries.

#  

# 12.           Confidentiality.  The Parties each acknowledge that the other’s agreementto keep the terms and conditions of this Agreement confidential was a materialfactor on which all parties relied in entering into this Agreement. Each of theParties agrees to use his or its best efforts to maintain in confidence theexistence of this Agreement, the contents and terms of this Agreement, and theconsideration for this Agreement (hereinafter collectively referred to as “SettlementInformation”). Each of the Parties agrees to take every reasonable precautionto prevent disclosure of any Settlement Information to third parties, andagrees that there will be no publicity, directly or indirectly, concerning anySettlement Information.  Each of theParties agrees to take every precaution to disclose Settlement Information onlyto those attorneys, accountants, governmental entities, and family members whohave a reasonable need to know of such Settlement Information.  Notwithstanding, the Parties agree that withrespect to the Company’s obligations pursuant to the provisions of thisparagraph, they shall extend only to the Company’s executive officers andmembers of the Board of Directors, and then only for so long as they areexecutives or directors of the Company.  Theforegoing

 

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# provisionsof this paragraph 12 shall not be applicable to any legally required disclosureor in the event and after any such legally required disclosure.  The Company shall give Executive reasonableopportunity to comment on any press release or other public disclosures thatthe Company in good faith determines to release concerning Executive’sdeparture from the Company.

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# 13.           No Cooperation. Executive agrees that he will not encourage, counsel or assist anyattorneys or their clients in the presentation or prosecution of any disputes,differences, grievances, claims, charges, or complaints by any third partyagainst the Company unless under a subpoena or other court order to do so.  Executive shall inform the Company in writingwithin 10 days of receiving any such subpoena or other court order.

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# 14.           Non-Disparagement. Each of the Parties agrees to refrain from any defamation, libel orslander of the Releasees, and any tortious interference with the contracts,relationships and prospective economic advantage of the other.  The Company agrees that its executiveofficers and members of the Board of Directors will refrain from anydisparagement, criticism, defamation, slander of Executive, or tortiousinterference with the contracts and relationships of Executive for so long asthey are Executives or Directors of the Company.  Any inquiry by potential future employers ofExecutive with respect to Executive’s employment by the Company,shall be directed to Cheryl Borgonia, Director of Human Resources.  The Company shall respond to any suchinquiries by giving out only the Executive’s dates of employment by theCompany.  The Parties agree that anypotential future employers may also be referred by the Executive or by theCompany to the current Chairman of the Board of the Company.

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# 15.           Non-Solicitation. Executive agrees that for a period of twelve (12) months immediatelyfollowing the Effective Date of this Agreement, Executive shall not eitherdirectly or indirectly solicit, induce, or recruit any of Company’s employeesto leave their employment, or attempt to solicit, induce or recruit employees ofCompany, either for himself or any other person or entity.

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# 16.           No Admission of Liability.  The Parties understand and acknowledge thatthis Agreement constitutes a compromise and settlement of disputed claims.  No action taken by the Parties hereto, oreither of them, either previously or in connection with this Agreement shall bedeemed or construed to be: (a) an admission of the truth or falsity of anyclaims heretofore made or (b) an acknowledgment or admission by eitherparty of any fault or liability whatsoever to the other party or to any thirdparty.

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# 17.           Costs.  Exceptas herein provided, the Parties shall each bear their own costs, expert fees,attorneys’ fees and other fees incurred in connection with this Agreement.

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# 18.           Arbitration. The Parties agree that any and all disputes arising out of, or relatingto, the terms of this Agreement, its interpretation, and any of the mattersherein released, shall be subject to binding arbitration in Santa Clara Countybefore the American Arbitration Association under its National Rules forthe Resolution of Employment Disputes. The Parties agree that the prevailing party in any arbitration shall beentitled to injunctive relief in any court of competent jurisdiction to enforcethe

 

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# arbitrationaward.  The Parties agree that theprevailing party in any arbitration shall be awarded its reasonable attorneys’fees and costs.  The Parties hereby agreeto waive their right to have any dispute between them resolved in a court oflaw by a judge or jury.

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# 19.           Authority. Company represents and warrants that the undersigned has the authorityto act on behalf of Company and to bind Company and all who may claim throughit to the terms and conditions of this Agreement.  Executive represents and warrants that he hasthe capacity to act on his own behalf and on behalf of all who might claimthrough him to bind them to the terms and conditions of this Agreement.  Each Party warrants and represents that thereare no liens or claims of lien or assignments in law or equity or otherwise ofor against any of the claims or causes of action released herein.

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# 20.           Notices. Any notice under this Agreement may bemade as follows, by mail or fax:

#  

If to Executive:

 

Steve Goldberg

c/o Sidley Austin Brown & Wood

Attention: Sherwin L.Samuels

555 West Fifth Street, 40thFloor

Los Angeles, CA 90013

 

If to Company:

 

Richard C. Mosher, Esq.

General Counsel

Intellisync Corporation

2550N. First St., Suite 500

San Jose, CA 95131

 

# 21.           No Representations. Each party represents that it has had the opportunity to consult with anattorney, and has carefully read and understands the scope and effect of theprovisions of this Agreement.  Neitherparty has relied upon any representations or statements made by the other partyhereto which are not specifically set forth in this Agreement.

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# 22.           Severability. In the event that any provision hereof becomes or is declared by a courtof competent jurisdiction or the arbitrator(s) under paragraph 18 to beillegal, unenforceable or void, this Agreement shall continue in full force andeffect without said provision so long as the remaining provisions remainintelligible and continue to reflect the original intent of the Parties.

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# 23.           Entire Agreement. This Agreement and the documentsand agreements referred to herein represent the entire agreement and understandingbetween Company and Executive concerning the subject matter of this Agreementand Executive’s relationship with Company, and supersedes and replaces any andall prior agreements and understandings between the Parties concerning thesubject matter of this Agreement and

 

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# Executive’srelationship with Company, (except that the Confidentiality Agreement and theStock Agreement may be modified but not replaced hereof).

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# 24.           No Waiver. The failure of either of the Parties to insist upon the performance ofany of the terms and conditions in this Agreement, or the failure to prosecuteany breach of any of the terms and conditions of this Agreement, shall not beconstrued thereafter as a waiver of any such terms or conditions.  This entire Agreement shall remain in fullforce and effect as if no such forbearance or failure of performance hadoccurred.

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# 25.           No Oral Modification.  This Agreement may only be amended in awriting signed by Executive and the Company.

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# 26.           Governing Law. This Agreement shall be deemed to have been executed and deliveredwithin the State of California, and it shall be construed, interpreted,governed, and enforced in accordance with the laws of the State of California,without regard to conflict of law principles. To the extent that either party seeks injunctive relief in any courthaving jurisdiction each party hereby consents to personal and exclusivejurisdiction and venue in the state and federal courts of the State ofCalifornia.

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# 27.           Effective Date. This Agreement is effective after it has been signed by both parties andafter seven (7) days have passed since Executive has signed the Agreement(“the Effective Date”).

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# 28.           Counterparts. This Agreement may be executed in counterparts, and each counterpartshall have the same force and effect as an original and shall constitute aneffective, binding agreement on the part of each of the undersigned.

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# 29.           Voluntary Execution of Agreement.  This Agreement is executed voluntarily and withoutany duress or undue influence on the part or behalf of the Parties hereto, withthe full intent of releasing all claims. The Parties acknowledge that:

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## (a)           They have read this Agreement;

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## (b)           They have been represented in the preparation, negotiation,and execution of this Agreement by legal counsel of their own choice or thatthey have voluntarily declined to seek such counsel;

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## (c)           They understand the terms and consequences of thisAgreement and of the releases it contains;

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## (d)           They are fully aware of the legal and binding effect ofthis Agreement.

 

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IN WITNESS WHEREOF, theParties have executed this Agreement on the respective dates set forth below.

 
|   |    |   |   | Intellisync Corporation        |
|--------|---------|--------|--------|--------------------------------|
|   |    |   |   |                           |
| Dated: | 8/29/05 |   |   | By                             | /s/ KEITH KITCHEN |   |
|   |    |   |   |                           |   |   |
|   |    |   |   | Name                           | Keith Kitchen |   |
|   |    |   |   |                           |   |   |
|   |    |   |   | Title                          | CFO |   |
|   |    |   |   |                           |
|   |    |   |   | Steve Goldberg, an  individual |
|   |    |   |   | /s/ STEVE GOLDBERG             |   |
| Dated: | 8/29/05 |   |   | Steve Goldberg                 |
|   |    |   |   |                           |
|        |         |        |        |                                |  |  |  |  |  |

 

**Confidential treatment has been requested for portions ofthis exhibit. The copy filed herewith omits the informationsubject to theconfidentiality request. Omissions are designated as *. Acomplete version of this exhibit has been filed separately with the Securitiesand Exchange Commission**

 

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