Exhibit 10.24
 
 Separation
Agreement
 
  Keynote SIGOS GmbH
 Company
  Mr. Johannes Reis
 Managing Director




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§ 1 Termination
  § 2 Resignation from office
  § 3 Release
  § 4 Bonus
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§ 5 Post-contractual prohibition of competition
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§ 6 Confidentiality
  § 7 Company Car
  § 8 Return of company property
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§ 9 Language
  § 10 Severability
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Nuremberg, (date)
    
    April 21, 2008/s/ UMANG GUPTA
    
    
    
    /S/ JOHANNES REISRepresentative of the Shareholders
    
    
    
    Johannes ReisMeeting of Keynote SIGOS GmbH/s/ UMANG GUPTAManaging Director of Keynote SIGOS GmbH
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Business Advisor
Agreement
 
  Keynote SIGOS GmbH
 Company
  Mr. Johannes Reis
 Business Advisor




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Preamble
  § 1 Duties
 1.
    
    The Business Advisor shall render advisory services for the managing
directors of the Company and the CEO of Keynote in the field of management.2.
    
    The Business Advisor shall not be bound to a time schedule. The scope of his
services shall be arranged mutually on an as needed basis.
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3.
    
    The Business Advisor shall be free in the structuring of his services. He
may in particular structure his hours of work in his own discretion in
accordance with his obligations. He shall be free in the choice of his place of
performance.
 § 2 Extension of Term of Forfeiture
 1.
    
    The Business Advisor shall receive no
fees for his services.2.
    
    The Parties agree that the share options allotted to the Business Advisor on
April 2, 2006 shall continue to vest until this Agreement ends. The terms for
the exercise of the share options, including the rules on the extent to which
the share options can be exercised at which time, are based on the original
agreements reached in connection with the allotment of the share options. For
the avoidance of doubt, upon termination of this Agreement, the parties agree
that any remaining unvested share options pertaining to the April 4, 2006
option award only will be deemed to by fully vested.3.
    
    It is the express wish of the Business Advisor that the present contractual
relationship shall be construed and put into practice as a freelance
relationship, in order to facilitate the pursuit of other activities as well,
as long as the activities do not breach
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para.
    
    5.
  § 3 Reimbursement of Expenses
 1.
    
    Travel expenses of the Business Advisor shall be reimbursed to him by the
Company according to the highest rates permissible for tax purposes upon
presentation of proper receipts.2.
    
    The Business Advisor shall consult the Company about the need for major
journeys in advance.3.
    
    The Business Advisor shall settle accounts with regard to his expenses
monthly but not later than the
15th day
of the following month.
 § 4 Term of the Contract
 1.
    
    The Contract shall commence with effect from October 1, 2008, and is entered
into for a period of 18 months, expiring on March 31,
2010.2.
    
    The right to terminate this Contract without notice for serious cause
remains unaffected.
 § 5 Prohibition of Competition
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§ 6 Business Documents
 1.
    
    Without the consent of the Company, the Business Advisor is prohibited from
taking for himself or copying or reproducing and/or make available to
unauthorised persons inside or outside the Company any letters, reports, data
collections or other written materials which are not directly used for the
duties incumbent upon him.2.
    
    Business documents within the meaning of sub-para. 1 which are issued to the
Business Advisor or taken by him shall remain the property of the Company and
shall be returned on request or at the latest without being requested upon
departure. There shall be no right of retention.3.
    
    Sub-para. 1 and 2 shall apply mutatis mutandis in respect of documents
provided to the Company by the
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Business Advisor.
 § 7 Confidentiality
 1.
    
    The Business Advisor shall maintain confidentiality vis-à-vis unauthorised
persons, including those within the Company, with regard to all confidential
business matters and procedures of the Company, including in particular, but
not limited to, business and commercial secrets, of which he has become or may
become aware in connection with his activities as a Business Advisor to the
Company.2.
    
    The obligation pursuant to sub-para. 1 shall continue to apply after the
ending of the present contract.
 § 8 Language
  § 9 Severability
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Nuremberg, (date)
    
    April 28, 2008/s/
UMANG GUPTA
     
    
    
    /S/ JOHANNES REISRepresentative of the Shareholders
    
    
    
    Johannes ReisMeeting of Keynote SIGOS GmbH/s/
UMANG GUPTAManaging Director of Keynote SIGOS GmbH
 7/7