**Exhibit
      10.24**





SEPARATIONAGREEMENT






THIS
      SEPARATION AGREEMENT (this “Agreement”) is made as of June 1, 2007, by
      and between Burlington Coat Factory Warehouse Corporation, a Delaware
      corporation (the “Company”), and Elizabeth Williams
      (“Executive”).




WHEREAS,
      the Company and executive have previously entered into an Employment Agreement
      dated as of June 26, 2006 (the “Employment Agreement”); and




WHEREAS,
      the Company and the Executive desire to terminate Executive’s employment on the
      terms and conditions set forth herein;




NOW,
      THEREFORE, 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.  Unless
      otherwise specifically defined herein, all defined terms shall have the meanings
      set forth in the Employment Agreement:




2.  Separation
      Terms, Continuation of Responsibilities, Employment Termination
      Date.




(a)  Executive’s
      employment with the Company and her positions as Executive Vice President and
      Chief Merchandising Officer of the Company will cease effective June 29, 2007.;
      provided, however, the Company shall have the right, exercisable by the Company
      in its sole discretion, to delay the effectiveness thereof for a period up
      to
      sixty (60) days (the day that the Company determines to be the effective date
      of
      termination being hereinafter called the “Effective Date”).




(b)  Prior
      to
      the Effective Date, Executive will continue as an employee of the Company and
      continue to receive Base Salary and other benefits pursuant to the Employment
      Agreement, except as otherwise modified by this
      Agreement.




(c)  Prior
      to
      the effective Date, executive will continue to render her normal services to
      the
      Company and such other duties and responsibilities consistent with Executive’s
      former position with the Company as may be reasonably requested by the
      Company.




3.  Separation
      Benefits.




(a)  Notwithstanding
      anything in the Employment Agreement to the contrary, Executive will be entitled
      to receive the bonus compensation provided in Section 3(b) of the Employment
      Agreement for the period ending on the first anniversary of the Commencement
      Date, together with the payments and benefits described in Clauses (1), (4)
      and
      (5) of Section 4(b)(i) of the Employment Agreement.  Executive shall
      not be entitled to any payment of any pro rata portion of Executive’s target
      bonus during the Termination Year under Section 3(b) or under Clauses (2) and
      (3) of Section 4(b)(i) of the Employment Agreement; provided, however, Executive
      will be entitled to receive the bonus payable pursuant to Section 3(b) for
      the
      period ending on the first anniversary of the Commencement Date to the extent
      not




1


(b)  previously
      paid by the Company plus the payments described in Clauses (1), (4) and (5)
      of
      Section 4(b)(i) of the Employment Agreement.  In addition, Executive
      shall be entitled to elect to purchase continuation of health benefits under
      the
      Consolidated Omnibus Budget Reconciliation Act (“COBRA”) to the extent then
      legally permissible and upon the same terms and conditions as made available
      to
      other “qualified beneficiaries” (as defined under COBRA) no later than the
      earlier of the expiration of the severance period during which Executive’s
      benefits are continue pursuant to Section 4(b)(i)(5) of the Employment Agreement
      or eighteen months after the Effective Date.




(c)  The
      Company and the Executive may issue a joint statement regarding Executive’s
      separation from employment, and such statement shall be in a form mutually
      acceptable to both parties.  Executive and the Company agree that they
      will not make or publish, or cause to be made or published, any statement,
      observation or opinion (whether written or oral) that is, or may reasonably
      be
      considered to be disparaging or negative about the other party.  This
      provision shall not limit or restrict a party’s duty to respond truthfully to
      any lawfully served subpoena or governmental inquiry.




(d)  On
      or
      before the Effective date, Executive shall make arrangements for the return
      to
      the Company of the automobile provided by the Company for Executive’s use during
      the Employment Period.




(e)  Executive
      agrees that:  (i) Executive shall be entitled to the payments and
      services provided for herein, 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 Effective Date the provisions of Sections
      5, 6 and 7 of the Employment Agreement 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.




(f)  Except
      as
      stated above, and except for the bonus pursuant to Section 3(b) of the
      Employment Agreement which shall be paid to Executive on the June 29, 2007
      payroll date, any payments pursuant to Clauses (1), (4) and (5) of Section
      4(b)(i)of the Employment Agreement 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 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).




(g)  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.




2


(h)  Except
      as
      provided herein, all of Executive’s rights pursuant to Sections 3(b), 3(e),
      3(f), 3(g) and  3(h) of the Employment Agreement shall cease upon the
      Effective Date.




4.  Executive’s
      Representations.  Executive represents that she has not filed any
      charge, claim, or complaint against  the Company or any Releasees
      (defined below), and she further covenants and represents that no such charge,
      claim or complaint will be filed against any of the Releasees with respect
      to
      any matter released under Section 6 of this Agreement.  Nothing
      contained herein shall prohibit the parties to this Agreement from (a) bringing
      any action to enforce the terms of this Agreement; (b) filing a timely charge
      or
      complaint with the Equal Employment Opportunity Commission (“EEOC”) regarding
      the validity of this Agreement, 9c) filing a timely charge or complaint with
      the
      EEOC or participating in any investigation or proceeding conducted by the EEOC
      or any governmental agency (although Executive agrees that pursuant to section
      6
      below, she has waived any right to personal recovery or personal injunctive
      relief in connection with any such charge or complaint) or (d) participating
      or
      testifying in any action if compelled to do so by judicial subpoena, court
      order, or otherwise as directed by state or federal law.




5.  Survival.  Section
      3(i) and Sections 4 (except as modified hereby) through 20, inclusive, of the
      Employment Agreement shall survive and continue in full force in accordance
      with
      their terms notwithstanding the termination of the Employment
      Period.




6.  General
      Release.  In consideration of and in return for the particular
      payments and benefits required to be provided to Executive pursuant to Section
      3
      of this Agreement, which is acknowledged to be in addition to any payments
      or
      benefits which she would otherwise receive and the sufficiency of which is
      hereby acknowledged, Executive, on behalf of herself and her respective heirs,
      executors, administrators, successors and assigns, hereby releases and forever
      discharges the Company and Bain Capital Partners, L.P., and each of their
      respective parents, subsidiaries, affiliated companies, predecessors and
      successors, and each of their respective past and present officers, directors,
      employees affiliates, agents, attorneys, insurers, benefit committees, trustees,
      fiduciaries, plans, trusts, and their respective heirs, executors,
      administrators, successors and assigns (the “Releasees”), from any and all
      actions, causes of action, demands, suits and claims, in law or in equity,
      whether known or unknown which he ever had, now has, or could have, including
      any and all claims arising out of or relating in any way to the Employment
      Agreement, Executive’s employment with the Company and the termination of that
      employment.  The claims released hereby include, but are not limited
      to:




(a)  all
      statutory claims including claims arising under the New jersey Law Against
      Discrimination, the New jersey Conscientious Employee Protection Act, the new
      Jersey Civil Rights Act, the new jersey Wage and Hour Laws, Title VII of the
      Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination
      in Employment Act, the American with Disabilities Act, the family Medical leave
      Act, the New Jersey Family Leave Act, the Fair Labor Standards Act, the Sarbanes
      Oxley Act, the Rehabilitation Act and the Employee Retirement Income Security
      Act;




(b)  all
      claims arising under the United States or New Jersey Constitutions;




3


(c)  all
      claims arising under any Executive order or derived from or based upon any
      federal regulations;




(d)  all
      common law claims including claims for wrongful discharge, public policy claims,
      retaliation claims, claims of breach of an express or implied contract
      (including, without limitation, claims arising in connection with the Employment
      Agreement and any amendments or supplements thereto), claims for breach of
      an
      implied covenant of good faith and fair dealing, intentional or negligent
      infliction of emotional distress, defamation, conspiracy, loss of consortium,
      tortuous interference with contract or prospective advantage and
      negligence;




(e)  other
      than as provided in Section 3 above, all claims for any compensation for back
      wages, front pay, bonuses or awards, severance, fringe benefits, stock options,
      restricted stock units, deferred compensation, profit sharing, pay in lieu
      of
      notice of termination of employment, reinstatement, retroactive seniority,
      pension benefits or any form of economic loss;




(f)  all
      claims for personal injury, including physical injury, mental anguish, emotional
      distress, pain and suffering, embarrassment, humiliation, damage to name or
      reputation, liquidated damages and punitive damages; and




(g)  all
      claims for costs and attorneys’ fees on behalf of any attorneys who may
      represent Executive.




7.  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:




Elizabeth
      Williams


9
      Southern Hills Drive


Skillman,
      New Jersey 08558]


Facsimile
      No.:                                (___)
      ___-_____




with
      a
      copy (which shall not constitute notice) to:




Michael
      D. Homans, Shareholder


Flaster,
      Greenberg P.C.


Eight
      Penn Center, 15th Floor


1628
      John
      F. Kennedy Boulevard


Philadelphia,
      PA 19103


Facsimile
      No.:                                
215-279-9394




4


To
      the
      Company:




Burlington
      Coat Factory Warehouse Corporation




1830
      Route 130




Burlington,
      New Jersey 08016




Attention:
      General Counsel




Facsimile
      No.:  (609) 239-9675




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.




8.  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.




9.  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.




10.  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.




11.  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.




12.  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




5


13.  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 SECTION 7 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 SECTION 12.  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.




14.  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 THE
      RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING
      IN
      ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY.




15.  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.




16.  No
      Other Consideration.  Executive acknowledges that the only
      consideration she has received for executing this Agreement is set forth
      herein.  No other promise, inducement, threat, agreement or
      understanding of any kind or description has been made to her or anyone else
      to
      cause her to enter into this Agreement.




**17.**  Executive’s
      Right to Consult Attorney.  Executive is advised to consult with
      an attorney before signing this Agreement.  Executive represents that
      she has carefully read and fully understands all the provisions of this
      Agreement, that she has had an opportunity to review and discuss it with an
      attorney of her choosing if she wished to do so, and that she is voluntarily
      executing this Agreement without duress or
      coercion.  **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 SET FORTH IN SECTION 6 ABOVE TOGETHER WITH THE RELEASE ATTACHED AS****EXHIBIT A****AND THAT EXECUTIVE FULLY
      UNDERSTANDS THE TERMS AND CONDITIONS CONTAINED HEREIN AND**




6


**18.**  **THEREIN.**  Executive
      is advised that she is permitted a period of twenty-one days to review and
      consider this Agreement before signing it.  She understands that she
      is free to use as much of the twenty-one day period as she wishes or considers
      necessary before signing this Agreement.  Executive further is advised
      that she may revoke her signature within seven days of signing by delivering
      written notice of revocation marked “Personal and Confidential” to the General
      Counsel of the Company at the address set forth in Section 7
      above.  It is understood that the benefits of this Agreement will not
      become effective until seven days has passed from the date of execution of
      this
      Agreement by the Executive at which time she will no longer be able to revoke
      her signature and this Agreement will be binding and effective.




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




BURLINGTON
      COAT FACTORY WAREHOUSE CORPORATION








By:           /s/: 
      Mark A. Nesci


Name:


Title:








/s/:
      Elizabeth
      Williams


EXECUTIVE:  ELIZABETH
                WILLIAMS





7


Exhibit
      A




GENERAL
      RELEASE




I, Elizabeth
      Williams, 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 Section 3 of the Severance Agreement
      dated  June 1, 2007,  (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 Section 3 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 Section 3 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 Sections 5, 6 or 7 of the Employment Agreement
                between
                the Company and me dated as of June 26, 2006 (the “Employment
                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 and the provisions of the Employment 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




8


3.
            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”).




4.
            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.




5.
            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).




6.
            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 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 Section 3 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
                Section 3 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 Section 3 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




9


11.
            and
                circumstances by the Securities and Exchange Commission (SEC), the
                National Association of Securities Dealers, Inc. (NASD), any other
                self-regulatory organization or governmental
                entity.




12.
            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.




13.
            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.




14.
            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.




15.
            As
                set forth in Section 5 of the Employment
                Agreement, Sections 5 through 16 of the
                Employment Agreement, inclusive, survived the termination of my employment
                and are incorporated herein and made part
                hereof.




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




(i)
            I
                HAVE READ IT CAREFULLY;




(ii)
            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;




(iii)
            I
                VOLUNTARILY CONSENT TO EVERYTHING IN
                IT;




(iv)
            I
                HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
                AND I
                HAVE DONE SO OR, AFTER CAREFUL
                READING




10


(v)
            AND
                CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN
                VOLITION;




(vi)
            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
                May 30,
                2007 TO CONSIDER IT AND THE CHANGES MADE SINCE THE May 30, 2007 VERSION
                OF
                THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY
                (OR
                45-DAY, AS APPLICABLE) PERIOD;




(vii)
            ANY
                CHANGES TO THE AGREEMENT SINCE May 30**,**2007 EITHER ARE
                NOT MATERIAL OR WERE MADE AT MY
                REQUEST.




(viii)
            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;




(ix)
            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




(x)
            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:                       
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