EXHIBIT 10.36




EMPLOYMENT
AGREEMENT




THIS
EMPLOYMENT AGREEMENT (this “Agreement”) is made
as of __________, 200_, by and between Burlington Coat Factory Warehouse
Corporation, a Delaware corporation (the “Company”), and
____________ (“Executive”).




WHEREAS,
the Company desires to employ Executive during the Employment Period, and
Executive is willing to accept employment with the Company, on the terms and
conditions set forth herein; and




WHEREAS,
the agreements of Executive in Sections5, 6 and 7 are material
inducements to enter into this Agreement.




In
consideration of the mutual covenants contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:




1.  Definitions.  In
this Agreement:




“Base Salary” has the
meaning given to that term in Section3(a).




“Board” means the
Board of Directors of the Company.




“Cause” means
Executive (i) is convicted of a felony or other crime involving dishonesty
towards the Company or any of its Subsidiaries or material misuse of property of
the Company or any of its Subsidiaries; (ii) engages in willful misconduct or
fraud with respect to the Company or any of its Subsidiaries or any of their
customers or suppliers or an intentional act of dishonesty or disloyalty in the
course of Executive’s employment; (iii) refuses to perform Executive’s material
obligations under this Agreement (except in connection with a Disability) as
reasonably directed by the Board or the Company’s chief executive officer, which
failure is not cured within 15 days after written notice thereof to Executive;
(iv) misappropriates one or more of the Company’s or any of its Subsidiaries
material assets or business opportunities; or (v) breaches Sections5, 6 or 7 hereof which
breach, if capable of being cured, is not cured within 10 days of written notice
thereof has been delivered to Executive.  The Company may allow
Executive an extension of time to cure a breach if the Board, in its sole
discretion, determines that such extension is appropriate under the
circumstances.




“Company” has the
meaning set forth in the preamble above; together with its Subsidiaries and
affiliates and includes all predecessor entities.




“Confidential
Information” has the meaning given to that term in Section 5(a).




“Court” has the
meaning given to that term in Section 7(b).




“Disability” means
Executive’s inability to perform the essential duties, responsibilities and
functions of Executive’s position with the Company and its Subsidiaries for a
continuous period of 180 days as a result of any mental or physical disability
or incapacity, as determined under the definition of disability in the Company’s
long-term disability plan so as to qualify Executive for benefits under the
terms of that plan or as determined by an independent physician to the extent no
such plan is then in effect.  Executive shall cooperate in all
respects with the Company if a question arises as to whether Executive has
become disabled (including, without limitation, submitting to an examination by
a medical doctor or other health care specialists selected by the Company and
authorizing such medical doctor or such other health care specialist to discuss
Executive’s condition with the Company).




“Employment Period”
means the period commencing on _____________, 2008 (the “Commencement Date”) and
ending on the Expiration Date or such earlier date as contemplated in the
proviso to Section4(a).







“Expiration Date”
means the first anniversary of the Commencement Date; provided, that if a
written notice is not given by the Company at least ninety (90) days prior to
such anniversary (or any subsequent anniversary if this Agreement is extended)
stating that such party is electing not to extend the Employment Period, then
the Expiration Date will automatically be extended to the next anniversary of
the date hereof.




“Expiration Year”
means the calendar year in which the Employment Period expires.




“Good Reason” means
the occurrence of any of the following events without the written consent of
Executive: (i) a material diminution of Executive’s duties or the assignment to
Executive of duties that are inconsistent in any substantial respect with the
position, authority or responsibilities associated with Executive’s position as
set forth pursuant to Section2(b), other than
any such authorities, duties or responsibilities assigned at any time which are
by their nature, or which are identified at the time of assignment, as being
temporary or short-term; (ii) the Company’s requiring Executive to be based at a
location which is fifty (50) or more miles from Executive’s principal office
location on the Commencement Date; or (iii) a material breach by the Company of
its obligations pursuant to this Agreement (including, without limitation, its
obligations pursuant to Section3) (which such
breach goes uncured after notice and a reasonable opportunity to cure) ;
provided, however, no condition enumerated in the preceding shall be deemed to
be “Good Reason” unless within thirty (30) days of the initial existence of such
condition, Executive shall have given the Company written notice thereof
specifically describing the condition giving rise to “Good Reason” and allowing
the Company a period of at least thirty (30) days from the date of receipt of
the notice to remedy such condition.  Notwithstanding the foregoing,
in no event will a condition give rise to “Good Reason” hereunder unless within
ten (10) days after the expiration of the period provided in the Executive’s
notice for the Company to remedy said condition but in no event later than one
hundred and twenty (120) days initial existence of said condition, Executive
shall have actually terminated his employment with the Company by giving written
notice of resignation for failure of the Company to remedy such
condition.




“Termination Year”
means the calendar year in which the Employment Period is
terminated.




“Subsidiaries” means
any corporation or other entity of which the securities or other ownership
interests having the voting power to elect a majority of the board of directors
or other governing body are, at the time of determination, owned by the Company,
directly or through one of more Subsidiaries.




“Work Product” has the
meaning given to that term in Section6.




2.  Employment, Position and
Duties.




(a)  The
Company shall employ Executive and Executive hereby accepts employment with the
Company, upon the terms and conditions set forth in this Agreement for the
Employment Period.




(b)  During
the Employment Period, Executive shall serve as ________________________ of the
Company and shall perform the normal duties, responsibilities and functions of
an executive officer of a company of a similar size and type and shall have such
power and authority as shall reasonably be required to enable Executive to
perform Executive’s duties hereunder, subject to the power and authority of the
Board to expand or limit such duties, responsibilities, functions, power and
authority and to overrule actions of officers of the Company in a manner
consistent with the traditional responsibilities of such office.




(c)  During
the Employment Period, Executive shall (i) render such administrative, financial
and other executive and managerial services to the Company and its Subsidiaries
which are consistent with Executive’s position as the Board may from time to
time direct, (ii) report to the Board or the Company’s chief executive officer
and shall devote Executive’s best efforts and Executive’s full business time and
attention (except for permitted vacation periods and reasonable periods of
illness or other incapacity) to the business and affairs of the Company and its
Subsidiaries and (iii) submit to the Board all business, commercial and
investment opportunities presented to Executive or of which Executive becomes
aware which relate to the business of the Company and its Subsidiaries, and
unless approved by the Board in writing, Executive shall not pursue, directly or
indirectly, any such opportunities on Executive’s own
behalf.  Executive shall perform Executive’s duties, responsibilities
and




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(d)  functions
to the Company and its Subsidiaries hereunder to the best of Executive’s
abilities in a diligent, trustworthy and professional manner.




3.  Compensation and
Benefits.




(a)  During
the Employment Period, Executive’s base salary shall be a minimum of
___________________ Dollars ($__________.00) per annum (as increased or
decreased in accordance with this Agreement from time to time, the “Base Salary”), which
salary shall be payable by the Company in regular installments in accordance
with the Company’s general payroll practices (in effect from time to
time).  Executive’s Base Salary will be subject to annual review and
increase or decrease (but shall not be decreased below the Base Salary in effect
on the date of this Agreement) by the Board during the Employment
Period.




(b)  Executive
shall be entitled to participate in the Company’s Senior Management Bonus Plan
approved by the Board or a committee thereof, as in effect from time to time,
with a target annual bonus of _____ percent (__%) of Executive’s Base Salary
(“Target Bonus”).




(c)  The
Board, or a committee or appointee thereof, during the term of this Agreement,
shall review annually, or at more frequent intervals which the Board determines
is appropriate, Executive’s compensation and may award Executive compensation as
the Board deems appropriate in its sole discretion; provided, however, that
Executive’s base salary shall not be reduced pursuant to any such review or
otherwise.




(d)  Executive
shall be entitled to twenty days of paid vacation each calendar year in
accordance with the Company’s policies, which if not taken in any year may not
be carried forward to any subsequent calendar year and no compensation shall be
payable in lieu thereof.  Such vacation will accrue as of January 1 of
each year, except that if Executive’s employment commences after January 31 of
any calendar year, Executive shall accrue twenty days of paid vacation pro rated
for the number of full calendar months remaining in the calendar year in which
the Employment Period commences.




(e)  During
the Employment Period, the Company shall reimburse Executive for all reasonable
business expenses incurred by Executive in the course of performing Executive’s
duties, responsibilities and functions under this Agreement which are consistent
with the Company’s policies in effect from time to time with respect to travel,
entertainment and other business expenses, subject to the Company’s requirements
with respect to reporting and documentation of such expenses.




(f)  Executive
shall be entitled to participate, on the same basis as other executives of
comparable level in the Company, in any compensation, bonus, incentive, award,
deferred compensation, pension, retirement, stock award, stock option or other
benefit, plan or arrangement of the Company (including, without limitation, any
plan sponsored by the entity owning or controlling the Company, or any affiliate
of such entity) now existing or hereafter adopted, all upon terms at least as
favorable as those enjoyed by other salaried employees of comparable level of
the Company; provided, however, the Company
may restrict or exclude Executive’s participation in any such plan, or the
benefits thereunder, on such terms and conditions as the Company shall in its
sole discretion determine, if at any time Executive shall be working fewer than
five days a week or on other part-time basis during regular business
days.  Executive also shall be entitled to hospital, health,
disability, medical and life insurance, and any other benefits enjoyed, from
time to time, by other salaried employees of the Company of comparable level,
all upon terms as favorable as those enjoyed by other salaried employees of
comparable level of the Company.  Notwithstanding anything in this
Section3(f) to the
contrary, if the Company adopts any change in the benefits provided for other
salaried employees of the Company of comparable level, and such policy is
uniformly applied to all such employees of the Company (and any successor or
acquirer of the Company, if any), then no such change shall be deemed a breach
by the Company of this Section3(f).




(g)  The
Company shall provide Executive with the use of an automobile with an
approximate value of Thirty Thousand Dollars ($30,000.00).  Such
automobile shall be replaced with a new model of comparable make and model from
time to time in accordance with Company policy then in effect.  The
Company shall be responsible for all costs and expenses incurred in operation,
maintenance, insurance and repair of such automobile.




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(h)  Executive
will be indemnified and defended for acts performed (or omissions made) in
Executive’s capacity as an officer or director of the Company to the fullest
extent specified in the Company’s certificate of incorporation and bylaws and as
permitted under Delaware law.




(i)  For the
period from the Commencement Date to the earlier of (x) six (6) months after the
Commencement Date and (y) the time Executive sells his current residence in
__________________ (the “Current Home”) and relocates to a non-temporary
residence within reasonable commuting distance from the Company’s principal
offices in Burlington, New Jersey (the “New Home”), the Company will reimburse
to the Executive,  reasonable housing accommodations for Executive and
his family (not to exceed $3,000.00 per month).  Executive
acknowledges that he will be solely responsible for the excess of the amount of
Executive’s actual cost of housing accommodations over $3,000.00 per
month.  In addition to the preceding, upon presentation by Executive
to the Company of such written documentation as the Company may reasonably
request, the Company will reimburse Executive for, the reasonable costs approved
by the Company and incurred by Executive in relocating his personal residence
from the Current Home to the New Home, including: (A) the costs of moving his
motor vehicles and personal and household items (inclusive of temporary storage
for a period not to exceed twelve (12) months) from the Current Home to
temporary accommodations within New Jersey and from such temporary
accommodations to the New Home (it being understood that temporary storage
beyond twelve (12) months from the Commencement Date shall be at Executive’s
sole expense); (B) real estate brokerage commissions incurred in selling the
Current Home (not to exceed four (4) percent of the selling price of the Current
Home); (C) the costs of bi-weekly roundtrip airfare to visit his family for a
period not to exceed six months commencing from the Commencement Date and as
reasonably required for Executive to return to attend to the sale of his Current
Home and arrange for the transportation of motor vehicles and personal and
household items to New Jersey during the twelve month period following the
Commencement Date and (y) up to two times for Executive’s spouse and children to
travel between ________________ and New Jersey in connection with house hunting
and relocation (it being agreed that all such air travel shall be by economy
class and must be arranged through the Company’s travel office); (D) all other
reasonable and customary closing costs (such as attorneys fees) in connection
with the sale of the Current Home; (E) reasonable and customary closing costs in
connection with the purchase of a New Home (such as mortgage points and
attorneys fees) but not to exceed Ten Thousand Dollars ($10,000.00) in the
aggregate: and (F) reimbursement by the Company to Executive for any applicable
federal and state income taxes paid by Executive resulting from the inclusion in
his taxable income of any of the amounts paid, or reimbursed to him, by the
Company under clauses (A) through (E) of this Section 3(i), payable
to Executive at the same time that Executive files his federal and state income
tax returns for the year in which reimbursed amounts are included in Executive’s
taxable income and based on the highest marginal state and federal income tax
rates for such year.  Executive agrees to provide to the Company
documentation showing that the reimbursed amounts are taxable at such rates for
the year in question.  The obligation of the Company to provide
reimbursement for Executive’s federal tax liability will be adjusted to take
into account the federal tax benefit, if any, of state income taxes applicable
to the inclusion in taxable income of the amount of such amounts paid or
reimbursed, regardless of the year in which such federal tax benefit is realized
by Executive.  Notwithstanding the foregoing or anything herein to the
contrary, the Company’s obligation for reimbursement of applicable federal and
state income taxes shall not extend to any taxes imposed on the tax
reimbursement provided pursuant to the foregoing.




(j)  For the
period from the Commencement Date to the time Executive shall become eligible
for participation in the Company’s health and medical plans, the Company shall
reimburse Executive for the excess of the costs paid by Executive to his former
employer for the purchase of continuation of health benefits under the
Consolidated Omnibus Budget Reconciliation Act as administered by such company
over the Executive’s current contributions to such plans.




(k)  Notwithstanding
anything herein to the contrary, in the event Executive’s employment with the
Company is terminated either voluntarily by Executive (other than for Good
Reason) or for Cause by the Company within eighteen (18) months after the
respective dates on which Executive receives payment under Section 3(i) above,
Executive shall immediately repay to the Company all amounts paid on Executive’s
behalf by the Company or reimbursed to Executive by the Company pursuant to said
Section 3(i),
exclusive of the costs of air travel paid for or reimbursed by the Company
pursuant to clause (C) of Section
3(i).




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(l)  Termination
and Payment Terms.




(m)  The
Employment Period shall end on the Expiration Date; provided, that (i)
the Employment Period shall terminate prior to such date immediately upon
Executive’s resignation, death or Disability and (ii) the Employment Period may
be terminated by resolution of the Board, with or without Cause at any time
prior to such date.  Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as
specified in a written notice from the Company to Executive.




(n)  If the
Employment Period is terminated by the Company on or prior to the Expiration
Date:




(i)  (A) by
resolution of the Board (other than for Cause) or by Executive resigning for
Good Reason or (B) if the Employment Period expires on the Expiration Date,
Executive shall be entitled to receive (1) all previously earned and accrued but
unpaid Base Salary and vacation and unpaid business expenses up to the date of
such termination or the Expiration Date, as applicable, (2) any unpaid bonus
earned by Executive for the fiscal year prior to the Termination Year or the
Expiration Year, as applicable, but then unpaid, and any other amounts owed
under Section 3(i), (3) the pro rata portion of Executive’s Target Bonus
(pursuant to Section 3(b) hereof) during the Termination Year or the Expiration
Year, as applicable, to the extent targets thereunder are achieved for such
year, after such termination or expiration, pro rated based on the number of
days of the Termination Year or the Expiration Year, as applicable, prior to the
date of termination or the Expiration Date, as applicable, which payment shall
be made when the bonus payments for such Termination Year or the Expiration
Year, as applicable, are otherwise due; (4) severance pay in the full amount of
Base Salary at the time of termination or expiration from the date of
termination or the Expiration Date, as applicable, through the period ending on
the first anniversary of the date of termination or the Expiration Date, as
applicable and (5) full continuation of Executive’s hospital, health,
disability, medical and life insurance benefits during the one year severance
period (to the extent any of those benefits cannot be provided by Company during
the one year severance period, the Company will provide Executive with a sum of
money calculated to permit Executive to obtain the same benefits individually,
grossed up for tax purposes so that Executive remains whole).




(ii)  for any
other reason, including as a result of Executive’s death, Disability, voluntary
resignation for other than Good Reason or by resolution of the Board for Cause,
Executive’s sole entitlement shall be to receive all previously earned and
accrued but unpaid Base Salary, vacation and unpaid business expenses up to the
date of such termination or expiration and Executive shall not be entitled to
any further Base Salary, bonus payments or benefits for that year or any future
year, except as required by law, or to any other severance compensation of any
kind.




(o)  Executive
agrees that:  (i) Executive shall be entitled to the payments and
services provided for in Sections4(b)(i)(3), 4(b)(i)(4), and 4(b)(i)(5), if any, if and
only if Executive has executed and delivered the Release attached as Exhibit A and seven
(7) days have elapsed since such execution without any revocation thereof by
Executive and Executive has not breached as of the date of termination of the
Employment Period the provisions of Sections5, 6 and 7 hereof and does
not breach such sections or such covenants at any time during the period for
which such payments or services are to be made; and (ii) the Company’s
obligation to make such payments and services will terminate upon the occurrence
of any such breach during such period.




(p)  Except as
stated above, any payments pursuant to Section4(b) shall be
paid by the Company in regular installments in accordance with the Company’s
general payroll practices, and following such payments the Company shall have no
further obligation to Executive pursuant to this Section4 except as
provided by law.  All amounts payable to Executive as compensation
hereunder shall be subject to all customary withholding, payroll and other
taxes.  The Company shall be entitled to deduct or withhold from any
amounts payable to Executive any federal, state, local or foreign withholding
taxes, excise tax, or employment taxes imposed with respect to Executive’s
compensation or other payments or Executive’s ownership interest in the Company
(including, without limitation, wages, bonuses, dividends, the receipt or
exercise of equity options and/or the receipt or vesting of restricted
equity).




5


(q)  Executive
hereby agrees that except as expressly provided herein, no severance
compensation of any kind, nature or amount shall be payable to Executive and
except as expressly provided herein, Executive hereby irrevocably waives any
claim for severance compensation.




(r)  Except as
provided in Sections4(b)(i) and 4(b)(ii) above,
all of Executive’s rights pursuant to Sections  3(c), 3(d), 3(e), 3(f), 3(g), 3(i) and 3(j)
shall cease upon the termination of the Employment Period.




(g)           Notwithstanding
anything herein to the contrary, if, at the time any payment is payable to
Executive pursuant to the provisions of Section 4(b)(i) above as a result of
Executive’s “separation from service” (within the meaning of Section 409A of the
Internal revenue Code of 1986, as amended (the “Code”) and the regulations
promulgated thereunder, the Company or any company in the affiliate group in
which the Company’s financial statements are consolidated in accordance with
generally accepted accounting principles has a class of equity securities traded
on an established domestic or foreign securities market or otherwise including,
without limitation, trading on an American exchange only as American Depositary
receipts (“ADR’S”) and Executive is designated a “specified person” (as such
term is defined in Section 409A of the Code and the regulations promulgated
thereunder) on a list prepared by the Company periodically pursuant to Section
409A of the Code and the regulations promulgated thereunder, then during the six
month period from and after the date of Executive’s “separation from service”
the amount payable to Executive pursuant to the provisions of Section 4(b)(i) of
the Employment Agreement shall not exceed the lesser of (x) two times
Executive’s annual base compensation or (y) two times the amount determined
pursuant to Section 401(a)(17) of the Code, and any excess amount which accrues
to Executive during such period shall be withheld during such period and paid to
Executive in a lump sum upon the expiration of six months after the date of
“separation from service” (or , if earlier than the end of such six month
period, upon Executive’s death).  Any further amounts payable to
Executive pursuant to Section 4(b) (i) thereafter accruing shall be paid on
their scheduled payment dates.







4.  Confidential
Information.




(a)  Executive
acknowledges and agrees that the information, observations and data (including
trade secrets) obtained by Executive while employed by the Company and its
Subsidiaries concerning the business or affairs of the Company and its
Subsidiaries are the confidential information (“Confidential
Information”), and the property, of the Company and/or its
Subsidiaries.  Without limiting the foregoing, the term “Confidential
Information” shall be interpreted as broadly as possible to include all
observations, data and other information of any sort that are (i) related to any
past, current or potential business of the Company or any of its Subsidiaries or
any of their respective predecessors, and any other business related to any of
the foregoing, and (ii) not generally known to and available for use by those
within the line of business or industry of the Company or by the public (except
to the extent such information has become generally known to and available for
use by the public as a direct or indirect result of Executive’s acts or
omissions) including all (A) Work Product (as defined below); (B) information
concerning development, acquisition or investment opportunities in or reasonably
related to the business or industry of the Company or any of its Subsidiaries of
which Executive is aware or becomes aware during the term of his employment; (C)
information identifying or otherwise concerning any current, former or
prospective suppliers, distributors, contractors, agents or customers of the
Company or any of its Subsidiaries; (D) development, transition, integration and
transformation plans, methodologies, processes and methods of doing business;
(E) strategic, marketing, promotional and financial information (including all
financial statements), business and expansion plans, including plans and
information regarding planned, projected and/or potential sales, pricing,
discount and cost information; (F) information identifying or otherwise
concerning employees, independent contractors and consultants; (G) information
on new and existing programs and services, prices, terms, and related
information; (H) the terms of this Agreement; (I) all information marked, or
otherwise designated, as confidential by the Company or any of its Subsidiaries
or which Executive should reasonably know is confidential or proprietary
information of the Company or any of its Subsidiaries; (J) all information or
materials similar or related to any of the foregoing, in whatever form or
medium, whether now existing or arising hereafter (and regardless of whether
merely stored in the mind of Executive or employees or consultants of the
Company or any of its Subsidiaries, or embodied in a tangible form or medium);
and (K) all tangible embodiments of any of the foregoing.




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(b)  Therefore,
Executive agrees that, except as required by law or court order, including,
without limitation, depositions, interrogatories, court testimony, and the like
(and in such case provided that Executive must give the Company and/or its
Subsidiaries, as applicable, prompt written notice of any such legal
requirement, disclose no more information than is so required and seek, at the
Company’s sole cost and expense, confidential treatment where available and
cooperate fully with all efforts by the Company and/or its Subsidiaries to
obtain a protective order or similar confidentiality treatment for such
information), Executive shall not disclose to any unauthorized person or entity
or use for Executive’s own purposes any Confidential Information without the
prior written consent of the Board, unless and to the extent that the
Confidential Information becomes generally known to and available for use by the
public other than as a direct or indirect result of Executive’s acts or
omissions.  Executive shall deliver to the Company at the termination
or expiration of the Employment Period, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
embodying or relating to the Confidential Information (including any Work
Product (as defined below)) or the business of the Company and its Subsidiaries
which Executive may then possess or have under Executive’s control and if, at
any time thereafter, any such materials are brought to Executive’s attention or
Executive discovers them in his possession or control, Executive shall deliver
such materials to the Company immediately upon such notice or
discovery.




5.  Intellectual Property,
Inventions and Patents.  Executive acknowledges and agrees that
all discoveries, concepts, ideas, inventions, innovations, improvements,
developments, methods, specifications, designs, analyses, drawings, reports,
patents and patent applications, processes, programs, systems, software,
firmware, materials, plans, sketches, models, know-how, devices, developments,
data, databases, technology, trade secrets, works of authorship, copyrightable
works and mask works (whether or not including any confidential information) and
all registrations or applications related thereto, all other intellectual
property or proprietary information and all similar or related information
(whether or not patentable or copyrightable and whether or not reduced to
tangible form or practice) which relate to the Company’s or any of its
Subsidiaries’ actual or anticipated business, research and development or
existing or future products or services and which are conceived, developed or
made by Executive (whether alone or jointly with others) while employed by the
Company or its predecessors and its Subsidiaries (“Work Product”) shall
be deemed to be “work made for hire” (as defined in the Copyright Act, 17
U.S.C.A. §101 et seq., as amended) and owned exclusively by the
Company.  To the extent that any Work Product is not deemed to be
“work made for hire” under applicable law, and all right, title and interest in
and to such Work Product have not automatically vested in the Company, Executive
hereby (A) irrevocably assigns, transfers and conveys, and shall assign transfer
and convey, to the full extent permitted by applicable law, all right, title and
interest in and to the Work Product on a worldwide basis to the Company (or such
other person or entity as the Company shall designate), without further
consideration, and (B) waives all moral rights in or to all Work Product, and to
the extent such rights may not be waived, agrees not to assert such rights
against the Company or its respective licensees, successors or
assigns.  Executive shall, at the Company’s expense, execute all
documents and perform all actions reasonably requested by the Board (whether
during or after the Employment Period) to establish, confirm, evidence,
effectuate, maintain, protect, enforce, perfect, record, patent or register any
of the Company’s rights hereunder (including, without limitation, assignments,
consents, powers of attorney and other instruments).




6.  Non-Compete,
Non-Solicitation.




(a)  In
further consideration of the compensation to be paid to Executive hereunder,
Executive acknowledges and agrees that during the course of Executive’s
employment with the Company and its Subsidiaries Executive shall become familiar
with the Company’s trade secrets and with other Confidential Information and
that Executive’s services have been and shall be of special, unique and
extraordinary value to the Company and its Subsidiaries, and therefore,
Executive agrees that, during his or her employment with the Company and for a
period of one year thereafter (the “Non-Compete Period”),
Executive shall not directly or indirectly (whether as an owner, partner,
shareholder, agent, officer, director, employee, independent contractor,
consultant or otherwise) own any interest in, operate, invest in, manage,
control, participate in, consult with, render services for (alone or in
association with any person or entity), in any manner engage in any business
activity on behalf of a Competing Business within any geographical area in which
the Company or its Subsidiaries operates or plan to operate.  Nothing
herein shall prohibit Executive from being a passive owner of not more than 2%
of the outstanding stock of any class of a corporation which is publicly traded,
so long as Executive has no active participation in the business of such
corporation.  For purposes of this paragraph, “Competing Business”
means each of the following




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(b)  entities,
together with their respective subsidiaries and affiliates:  TJ Maxx,
Marshalls, Ross Stores, Stein Mart, Century 21, Forman Mills, Schottenstein
Stores and Daffy Dan’s.




(c)  During
the Non-Compete Period, Executive shall not, directly or indirectly, and shall
ensure that any person or entity controlled by Executive does not, (i) induce or
attempt to induce any employee of the Company or any Subsidiary to leave the
employ of the Company or such Subsidiary, or in any way interfere with the
relationship between the Company or any Subsidiary and any employee thereof,
(ii) hire, directly or through another person, any person (whether or not
solicited) who was an executive of the Company or any Subsidiary at any time
within the one year period before Executive’s termination from employment, (iii)
induce or attempt to induce any customer, supplier, licensee, licensor,
franchisee or other business relation of the Company or any Subsidiary to cease
doing business with the Company or such Subsidiary, engage in or assist any
person or entity in engaging in any Competing Business or in any way interfere
with the relationship between any such customer, supplier, licensee or business
relation and the Company or any Subsidiary (Executive understands that any
person or entity that Executive contacted during the one year period prior to
the date of Executive’s termination of employment for the purpose of soliciting
sales from such person or entity shall be regarded as a “potential customer” of
the Company and its Subsidiaries as to whom the Company has a protectible
proprietary interest) or (iv) make or solicit or encourage others to make or
solicit directly or indirectly any defamatory statement or communication about
the Company or any of its Subsidiaries or any of their respective businesses,
products, services or activities (it being understood that such restriction
shall not prohibit truthful testimony compelled by valid legal
process).




7.  Enforcement.




(a)  Executive
acknowledges and agrees that the Company entered into this Agreement in reliance
on the provisions of Sections5, 6 and 7 and the
enforcement of this Agreement is necessary to ensure the preservation,
protection and continuity of the business of the Company and its Subsidiaries
and other Confidential Information and goodwill of the Company and its
Subsidiaries to the extent and for the periods of time expressly agreed to
herein.  Executive acknowledges and agrees that he has carefully read
this Agreement and has given careful consideration to the restraints imposed
upon Executive by this Agreement, and is in full accord as to their necessity
for the reasonable and proper protection of confidential and proprietary
information of the Company and its Subsidiaries now existing or to be developed
in the future.  Executive expressly acknowledges and agrees that each
and every restraint imposed by this Agreement is reasonable with respect to
subject matter, time period and geographical area.




(b)  Notwithstanding
any provision to the contrary herein, the Company or its Subsidiaries may
pursue, at its discretion, enforcement of Sections5, 6 and 7 in any court of
competent jurisdiction (each a “Court”).




(c)  Whenever
possible, each provision of this Agreement shall 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 shall not affect any other provision or any other jurisdiction,
but this Agreement shall be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.  More specifically, if any Court determines
that any of the covenants set forth in Sections5, 6 and 7 are overbroad
or unreasonable under applicable law in duration, geographical area or scope,
the parties to this Agreement specifically agree and authorize such Court to
rewrite this Agreement to reflect the maximum duration, geographical area and/or
scope permitted under applicable law.




(d)  Because
Executive’s services are unique and because Executive has intimate knowledge of
and access to Confidential Information and Work Product, the parties hereto
agree that money damages would not be an adequate remedy for any breach of Sections5, 6 and 7, and any breach
of the terms of Sections5, 6 and 7 would result in
irreparable injury and damage to the Company and its Subsidiaries for which the
Company and its Subsidiaries would have no adequate remedy at
law.  Therefore, in the event of a breach or threatened breach of
Sections5, 6 and 7, the Company or
its successors or assigns, in addition to any other rights and remedies existing
in their favor at law or in equity, shall be entitled to specific performance
and/or immediate injunctive or other equitable relief from a Court in order to
enforce, or prevent any violations of, the provisions hereof (without posting a
bond or other security), without having to prove damages.  The terms
of this Section8




8


(e)  shall not
prevent the Company or any of its Subsidiaries from pursuing any other available
remedies for any breach or threatened breach of this Agreement, including the
recovery of damages from Executive.




8.  Executive’s
Representations.  Executive hereby represents and warrants to
the Company that (i) the execution, delivery and performance of this Agreement
by Executive do not and shall not conflict with, breach, violate or cause a
default under any contract, agreement, instrument, order, judgment or decree to
which Executive is a party or by which he is bound, (ii) Executive is not a
party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms.  EXECUTIVE
HEREBY ACKNOWLEDGES, AGREES AND REPRESENTS THAT EXECUTIVE HAS CONSULTED WITH
INDEPENDENT LEGAL COUNSEL REGARDING EXECUTIVE’S RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT AND THE TERMS OF THE RELEASE ATTACHED ASEXHIBIT
AAND THAT EXECUTIVE
FULLY UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND
THEREIN.




9.  Survival.  The
provisions of Sections
3(h) and 3(k) and Sections4 through 20, inclusive,
shall survive and continue in full force in accordance with their terms
notwithstanding the termination of the Employment Period.




10.  Notices.  Any
notice provided for in this Agreement shall be in writing and shall be either
personally delivered, sent by reputable overnight courier service with
confirmation of delivery, sent by facsimile (with evidence of transmission) or
mailed by first class mail, return receipt requested, to the recipient at the
address below indicated:




To
Executive:




_________________


_________________


_________________







To the
Company:




Burlington
Coat Factory Warehouse Corporation


1830 Route
130


Burlington, New
Jersey 08016


Attention: General
Counsel


Facsimile
No.:  (609) 239-9675




with
copies (which shall not constitute notice) to:




Bain
Capital Partners, LLC


111 Huntington
Avenue


Boston, Massachusetts
02199


Attention: Jordan
Hitch


Facsimile No.: (617)
516-2010




Kirkland
& Ellis LLP


153 East 53rd
Street


New York, NY
10022


Attention:   Josh
Korff, Esq.


Facsimile
No.:  (212) 446-6460




9


or such
other address or to the attention of such other person as the recipient party
shall have specified by prior written notice to the sending
party.  Any notice under this Agreement shall be deemed to have been
given when personally delivered, one (1) business day following delivery to the
overnight courier service, if given by facsimile, when such facsimile is
transmitted to the applicable fax number specified above and the appropriate
facsimile confirmation is received, or if so mailed, on receipt.




11.  Complete
Agreement.  This Agreement and those other documents expressly
referred to herein embody the complete agreement and understanding among the
parties hereto and supersede and preempt any prior understandings, agreements or
representations by or among the parties hereto, written or oral, which may have
related to the subject matter hereof in any way.




12.  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.




13.  Successors and
Assigns.  This Agreement is intended to bind and inure to the
benefit of and be enforceable by Executive, the Company and their respective
heirs, successors and assigns; provided, that the
services provided by Executive under this Agreement are of a personal nature and
rights and obligations of Executive under this Agreement shall not be
assignable.




14.  Choice of
Law.  All issues and questions concerning the construction,
validity, enforcement and interpretation of this Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York, without
giving effect to any choice of law or conflict of law rules or provisions
(whether of the State of New York or any other jurisdiction) that would cause
the application of the laws of any jurisdiction other than the State of New
York.  In furtherance of the foregoing, the internal law of the State
of New York shall control the interpretation and construction of this Agreement,
even though under that jurisdiction’s choice of law or conflict of law analysis,
the substantive law of some other jurisdiction would ordinarily
apply.




15.  Consent to
Jurisdiction.  EACH OF THE PARTIES IRREVOCABLY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND
STATE OF NEW YORK IN THE BOROUGH OF MANHATTAN FOR THE PURPOSES OF ANY SUIT,
ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, ANY RELATED AGREEMENT
OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY.  EACH OF THE
PARTIES HERETO FURTHER AGREES THAT SERVICE OF ANY PROCESS, SUMMONS, NOTICE OR
DOCUMENT BY U.S. REGISTERED MAIL TO SUCH PARTY’S RESPECTIVE ADDRESS SET FORTH IN
SECTION11 SHALL BE
EFFECTIVE SERVICE OF PROCESS FOR ANY ACTION, SUIT OR PROCEEDING WITH RESPECT TO
ANY MATTERS TO WHICH IT HAS SUBMITTED TO JURISDICTION IN THIS SECTION16.  EACH
OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY OBJECTION TO
THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS
AGREEMENT, ANY RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY IN THE STATE OR FEDERAL COURTS LOCATED IN THE CITY AND STATE OF NEW YORK
IN THE BOROUGH OF MANHATTAN AND HEREBY AND THEREBY FURTHER IRREVOCABLY AND
UNCONDITIONALLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.








10


16.Waiver of Jury
Trial.  AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF
THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT AFTER HAVING THE OPPORTUNITY TO
CONSULT WITH COUNSEL, EACH PARTY HERETO EXPRESSLY WAIVES THERIGHT TO
TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY
FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.




17.  Amendment and
Waiver.  The provisions of this Agreement may be amended or
waived only with the prior written consent of the Company (as approved by the
Board) and Executive, and no course of conduct or course of dealing or failure
or delay by any party hereto in enforcing or exercising any of the provisions of
this Agreement (including, without limitation, the Company’s right to terminate
the Employment Period for Cause) shall affect the validity, binding effect or
enforceability of this Agreement or be deemed to be an implied waiver of any
provision of this Agreement.




18.  Key Man Life
Insurance.  The Company may apply for and obtain and maintain a
key man life insurance policy in the name of Executive together with other
executives of the Company in an amount deemed sufficient by the Board, the
beneficiary of which shall be the Company.  Executive shall submit to
physical examinations and answer reasonable questions in connection with the
application and, if obtained, the maintenance of, as may be required, such
insurance policy.




19.  Executive’s
Cooperation.  During the Employment Period and thereafter,
Executive shall cooperate with the Company and its Subsidiaries in any internal
investigation or administrative, regulatory or judicial proceeding as reasonably
requested by the Company (including, without limitation, Executive being
available to the Company upon reasonable notice for interviews and factual
investigations, appearing at the Company’s request to give testimony without
requiring service of a subpoena or other legal process, volunteering to the
Company all pertinent information and turning over to the Company all relevant
documents which are or may come into Executive’s possession, all at times and on
schedules that are reasonably consistent with Executive’s other permitted
activities and commitments).  In the event the Company requires
Executive’s cooperation in accordance with this section after the termination of
the Employment Period, the Company shall reimburse Executive for all of
Executive’s reasonable costs and expenses incurred, in connection therewith,
plus pay Executive a reasonable amount per day for Executive’s time
spent.




*   *   *   *   *




11


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first written above.




BURLINGTON
COAT FACTORY WAREHOUSE CORPORATION








By:           ______________________________


Name:


Title:








__________________________________


EXECUTIVE:





12


Exhibit
A




GENERAL
RELEASE




I,
[__________], in consideration of and subject to the performance by Burlington
Coat Factory Warehouse Corporation, a Delaware corporation (together with its
subsidiaries, the “Company”), of its
obligations with respect to the payment of severance pursuant to Sections4(b)(i)(3), 4(b)(i)(4) and 4(b)(i)(5) of the Employment
Agreement, dated as of ____________, 200_ (the “Agreement”) and this
General Release (the “General Release”), do
hereby release and forever discharge as of the date hereof the Company, its
subsidiaries and affiliates and all present and former directors, officers,
agents, representatives, employees, successors and assigns of the Companies and
their subsidiaries and affiliates and the Company’s direct and indirect owners
(collectively, the “Released Parties”) to
the extent provided below.




1.
            I
      understand that any payments paid to me under Sections4(b)(i)(3), 4(b)(i)(4) and 4(b)(i)(5) of the
      Agreement represent consideration for signing this General Release and are
      not salary or wages to which I was already entitled. I understand and
      agree that I will not receive the payments specified in Sections4(b)(i)(3), 4(b)(i)(4) and 4(b)(i)(5) of the
      Agreement unless I execute this General Release and do not revoke this
      General Release within the time period permitted hereafter or breach this
      General Release or Sections5, 6 or 7 of the
      Agreement.  Such payments will not be considered compensation
      for purposes of any employee benefit plan, program, policy or arrangement
      maintained or hereafter established by the Company or its
      affiliates.  I also acknowledge and represent that I have
      received all salary, wages and bonuses that I am entitled to receive (as
      of the date hereof) by virtue of any employment by the
      Company.




2.
            Except
      as provided in paragraphs 4, 12 and 13 below and except for the provisions
      of the Agreement which expressly survive the termination of my employment
      with the Company, I knowingly and voluntarily (for myself, my heirs,
      executors, administrators and assigns) release and forever discharge the
      Company and the other Released Parties from any and all claims, suits,
      controversies, actions, causes of action, cross-claims, counter-claims,
      demands, debts, compensatory damages, liquidated damages, punitive or
      exemplary damages, other damages, claims for costs and attorneys’ fees, or
      liabilities of any nature whatsoever in law and in equity, both past and
      present (through the date this General Release becomes effective and
      enforceable) and whether known or unknown, suspected, or claimed against
      the Company or any of the Released Parties which I, my spouse, or any of
      my heirs, executors, administrators or assigns, may have, which arise out
      of or are connected with my employment with, or my separation or
      termination from, the Company (including, but not limited to, any
      allegation, claim or violation, arising under: Title VII of the Civil
      Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Age
      Discrimination in Employment Act of 1967, as amended (including the Older
      Workers Benefit Protection Act); the Equal Pay Act of 1963, as amended;
      the Americans with Disabilities Act of 1990; the Family and Medical Leave
      Act of 1993; the Worker Adjustment Retraining and Notification Act; any
      applicable Executive Order Programs; the Fair Labor Standards Act; or
      their state or local counterparts; or under any other federal, state or
      local civil or human rights law, or under any other local, state, or
      federal law, regulation or ordinance; or under any public policy, contract
      or tort, or under common law; or arising under any policies, practices or
      procedures of the Company; or any claim for wrongful discharge, breach of
      contract, infliction of emotional distress, defamation; or any claim for
      costs, fees, or other expenses, including attorneys’ fees incurred in
      these matters) (all of the foregoing collectively referred to herein as
      the “Claims”).




3.
            I
      represent that I have made no assignment or transfer of any right, claim,
      demand, cause of action, or other matter covered by paragraph 2
      above.




4.
            I
      agree that this General Release does not waive or release any rights or
      claims that I may have under the Age Discrimination in Employment Act of
      1967 which arise after the date I execute this General Release. I
      acknowledge and agree that my engagement and employment by, and separation
      from employment with the Company in compliance with the terms of the
      Agreement shall not serve as the basis for any claim or action (including,
      without limitation, any claim under the Age Discrimination in Employment
      Act of 1967).




5.
            In
      signing this General Release, I acknowledge and intend that it shall be
      effective as a bar to each and every one of the Claims hereinabove
      mentioned or implied. I expressly consent that this General Release shall
      be given full force and effect according to each and all of its express
      terms and provisions, including those
relating







6.
            to
      unknown and unsuspected Claims (notwithstanding any state statute that
      expressly limits the effectiveness of a general release of unknown,
      unsuspected and unanticipated Claims), if any, as well as those relating
      to any other Claims hereinabove mentioned or implied. I acknowledge and
      agree that this waiver is an essential and material term of this General
      Release and that without such waiver the Company would not have agreed to
      make any payments pursuant to the terms of Sections4(b)(i)(3), 4(b)(i)(4) and 4(b)(i)(5) of the
      Agreement.  I further agree that in the event I should bring a
      Claim seeking damages against the Company or any other Released Party, or
      in the event I should seek to recover against the Company or any other
      Released Party in any Claim brought by a governmental agency on my behalf,
      this General Release shall serve as a complete defense to such Claims. I
      further agree that I am not aware of any pending charge or complaint of
      the type described in paragraph 2 as of the execution of this General
      Release.




7.
            I
      agree that neither this General Release, nor the furnishing of the
      consideration for this General Release, shall be deemed or construed at
      any time to be an admission by the Company, any Released Party or myself
      of any improper or unlawful
conduct.




8.
            I
      agree that I will forfeit all amounts payable by the Company pursuant to
      Sections4(b)(i)(3),4(b)(i)(4) and 4(b)(i)(5) of the
      Agreement if I challenge the validity of this General
      Release.  I also agree that if I violate this General Release by
      suing the Company or the other Released Parties, I will return all
      severance payments received by me pursuant to Sections4(b)(i)(3),4(b)(i)(4) and 4(b)(i)(5) of the
      Agreement.




9.
            I
      agree that this General Release is confidential and agree not to disclose
      any information regarding the terms of this General Release, except to my
      immediate family and any tax, legal or other advisor I have consulted
      regarding the meaning or effect hereof or as required by law, and I will
      instruct each of the foregoing not to disclose the same to
      anyone.




10.
            Any
      non-disclosure provision in this General Release does not prohibit or
      restrict me (or my attorney) from responding to any inquiry about this
      General Release or its underlying facts and circumstances by the
      Securities and Exchange Commission (SEC), the Financial Industry
      Regulatory Authority, Inc. (FINRA), any other self-regulatory organization
      or governmental entity.




11.
            I
      agree that, as of the date hereof, I have returned to the Company any and
      all property, tangible or intangible, relating to its business, which I
      possessed or had control over at any time (including, but not limited to,
      company-provided credit cards, building or office access cards, keys,
      computer equipment, manuals, files, documents, records, software, customer
      data base and other data) and that I shall not retain any copies,
      compilations, extracts, excerpts, summaries or other notes of any such
      manuals, files, documents, records, software, customer data base or other
      data other than such documents as are generally or publicly known; provided, that
      such documents are not known as a result of my breach or actions in
      violation of the Agreement or this General
  Release.




12.
            Notwithstanding
      anything in this General Release to the contrary, this General Release
      shall not relinquish, diminish, or in any way affect any rights or claims
      arising out of any breach by the Company or by any Released Party of the
      Agreement after the date hereof or any other rights or claims I may have
      against the Company or any Released Party arising after the date
      hereof.




13.
            Whenever
      possible, each provision of this General Release shall be interpreted in
      such manner as to be effective and valid under applicable law, but if any
      provision of this General Release is held to be invalid, illegal or
      unenforceable in any respect under any applicable law or rule in any
      jurisdiction, such invalidity, illegality or unenforceability shall not
      affect any other provision or any other jurisdiction, but this General
      Release shall be reformed, construed and enforced in such jurisdiction as
      if such invalid, illegal or unenforceable provision had never been
      contained herein.




14.
            As
      set forth in Section10 of the
      Agreement, Section 3(g) and 3(j) and Sections4 through
      20 of the
      Agreement, inclusive, survived the termination of my employment and are
      incorporated herein and made part
hereof.








2


BY
SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:


I HAVE
READ IT CAREFULLY;




(i)
            I
      UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT RIGHTS,
      INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE DISCRIMINATION IN
      EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE CIVIL RIGHTS ACT OF
      1964, AS AMENDED; THE EQUAL PAY ACT OF 1963 AND THE AMERICANS WITH
      DISABILITIES ACT OF 1990;




(ii)
            I
      VOLUNTARILY CONSENT TO EVERYTHING IN
IT;




(iii)
            I
      HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT AND I
      HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE CHOSEN NOT
      TO DO SO OF MY OWN VOLITION;




(iv)
            I
      HAVE HAD AT LEAST 21 DAYS (OR 45 DAYS, AS REQUIRED BY LAW) FROM THE DATE
      OF MY RECEIPT OF THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON
      _______________ __, _____ TO CONSIDER IT AND THE CHANGES MADE SINCE THE
      _______________ __, _____ VERSION OF THIS RELEASE ARE NOT MATERIAL AND
      WILL NOT RESTART THE REQUIRED 21-DAY (OR 45-DAY, AS APPLICABLE)
      PERIOD;




(v)
            ANY
      CHANGES TO THE AGREEMENT SINCE [_______, 200_] EITHER
      ARE NOT MATERIAL OR WERE MADE AT MY
REQUEST.




(vi)
            I
      UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS RELEASE TO
      REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE OR ENFORCEABLE
      UNTIL THE REVOCATION PERIOD HAS EXPIRED WITHOUT NOTICE OF ANY SUCH
      REVOCATION HAVING BEEN RECEIVED BY THE
COMPANY;




(vii)
            I
      HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH THE
      ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
      AND




(viii)
            I
      AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
      WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY
      AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY
  ME.









DATE:  _____________                                                                           ____________________________________









3