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FENTON acknowledges and agrees that it is his intent and understanding that he will beentitled to no benefits, compensation, consideration, pay, property and/or funds beyond those whichare expressly provided for in the Severance Agreement or have been provided for in the cash bonusarrangements disclosed in the COMPANY’s March 22, 2010 form 8-K.     **3. ****Taxes****:**Mr. FENTON acknowledges and agrees that the COMPANY has made no representations tohim regarding the tax consequences of any amounts received by him pursuant to the SeveranceAgreement or otherwise. Mr. FENTON agrees to bear sole responsibility to pay federal and/or statetaxes, if any, that are required by law to be paid with respect to this Agreement and the SeveranceAgreement. Mr. FENTON further agrees to indemnify and hold the COMPANY, and all of its employees,principals and agents, harmless from any claims, demands, deficiencies, levies, assessments,executions, judgments or recoveries by any governmental entity against the COMPANY for any amountsclaimed due on account of this Agreement or the Severance Agreement or pursuant to claims madeunder any federal or state tax laws, and any costs, expenses or damages sustained by the COMPANY orits employees or principals by reason of any such claims, including any amounts paid by them astaxes, attorneys’ fees, deficiencies, levies, assessments, fines, penalties, interest or otherwise.     **4. ****General Release Of All Claims****:**     As a material inducement to the COMPANY and as required by the Severance Agreement, Mr.FENTON, on behalf of himself, his heirs, and assigns, hereby releases and forever discharges theCOMPANY, any and all of its affiliates, and the present and former owners, officers, directors,trustees, employees, agents, representatives, attorneys, and insurers of any of them , and allpersons or entities acting by, through, under or in concert with any of them (collectively“Releasees”), of and from any and all liabilities, claims, obligations, promises, agreements,demands, damages, actions, charges, complaints, costs, losses, debts and expenses (includingattorney’s fees and costs actually incurred), causes of action of every kind, known or unknown,disclosed or undisclosed, matured or unmatured, which Mr. FENTON may have now or in the futurearising from any act or omission or condition arising prior to his signing this Agreement,including, but not limited to, all claims under state, federal, or common law, whether based incontract, tort, statute or otherwise, and including, but not limited to , claims arising from orrelating to his employment or the cessation thereof; provided, however, that this SeparationAgreement and General Release does not release any claims that cannot lawfully be released by thisAgreement, and does not impact any vested right that he may have pursuant to any COMPANY retirementor stock option plans, if any, and the two performance-based cash bonus arrangements disclosed inthe COMPANY’s March 22, 2010 Form 8-K in accordance with the provisions disclosed therein as determined and implemented by the Board of Directors. (All claims released hereby arehereinafter collectively referred to as the “Claims.”)     **5. ****No Complaints****:**Mr. FENTON represents that he has not filed any complaints, claims, oractions against the Company, its officers, agents, directors, supervisors, employees, orrepresentatives with any state, federal, or local agency or court or any other forum.     **6. ****Waiver Of Unknown Claims****:**Mr. FENTON understands and agrees that the released Claimsinclude not only Claims presently known to Mr. FENTON but also include all unknown or unanticipatedClaims. Mr. FENTON knowingly and voluntarily waives any and all rights or benefits that he may nowhave, or in the future may have, under the terms of Section 1542 of the California Civil Code,which provides as follows:
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**A general release does not extend to claims which the creditordoes not know or suspect to exist in his or her favor at the timeof executing the release, which if known by him or her must havematerially affected his or her settlement with the debtor.**     **7. ****Non-Disparagement****:**Mr. FENTON agrees not to disparage any of the Releasees.     **8. ****No Future Employment****:**Mr. FENTON hereby waives any right he may have to reinstatement orfuture employment with the COMPANY and/or any of its affiliates, and Mr. FENTON agrees not to seeksuch employment and not to perform any work for such entities.     **9. ****No Use of Confidential/Proprietary Information****:**Mr. FENTON represents and warrants that hehas returned to the COMPANY any files, keys, credit cards, cell phones, computers, and any otherproperty belonging to the COMPANY and/or its affiliates. Such property includes, but is not limitedto, files, documents, letters, notes, programs, software, media, photographs, lists, manuals,records, notebooks, and similar repositories of “Confidential Information,” including all copiesthereof, whether prepared by Mr. FENTON or others. Mr. FENTON agrees not, directly or indirectly,to use, disseminate, disclose, lecture upon, or publish any Confidential Information, unlessspecifically authorized in writing by the CEO of the COMPANY. The term “Confidential Information”means all of the valuable, confidential, and proprietary information relating to the COMPANY, inwhatever form, whether oral, written, or electronic, to which Mr. FENTON has, or is given (or hashad or been given), access. Such Confidential Information includes, without limitation, non-publicinformation regarding marketing and sales, pricing, business plans, customer lists, personnel,labor-management issues, and operations, as well as any other non-public information relating tothe management, well-being and products of the COMPANY. This restriction shall not apply to anyConfidential Information that (a) becomes known generally to the public through no fault of Mr. FENTON; (b) is required by applicable law, legal process, or any order or mandate of a courtor other governmental authority to be disclosed; or (c) is reasonably believed by Mr. FENTON, basedupon the advice of legal counsel, to be required to be disclosed in defense of a lawsuit or otherlegal or administrative action brought against Mr. FENTON;provided, that in the case of clauses(b) or (c) above, Mr. FENTON shall give the CEO of the COMPANY reasonable advance written notice ofnot fewer than 10 business days of the Confidential Information intended to be disclosed and thereasons and circumstances surrounding such disclosure, in order to permit the COMPANY to seek aprotective order or other appropriate request for confidential treatment of the applicableConfidential Information.     **10. ****Indemnification And Forfeiture In The Event Of Breach****:**As a further material inducement tothe COMPANY, Mr. FENTON hereby agrees to indemnify and hold the Releasees harmless from and againstany and all loss, cost, damage or expense, including, but not limited to, attorney’s fees incurredby them, arising out of any breach of this Agreement by Mr. FENTON, and the term “breach” shallinclude, without limitation, any false representation made by Mr. FENTON herein.     **11. ****No Reliance On Other Representations****:**Mr. FENTON represents and acknowledges that inexecuting this Agreement, he does not rely and has not relied upon any representation or statementsmade by any of the Releasees with regard to the subject matter, basis, or effect of this Agreementor otherwise beyond those expressly contained herein. Mr. FENTON represents that he has carefullyread and fully understands all provisions of this
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Agreement, and that he is voluntarily entering into this Agreement after adequate time to considerits terms and to consult with legal counsel if he so chose.     **12. ****Miscellaneous****:**In further consideration of this Agreement, Mr. FENTON and the COMPANYagree as follows:     **(a)**The terms mentioned in the preceding paragraphs of this Agreement are the entireand only consideration for it, and each of the Parties hereto shall be responsible forpayment of his or its own attorney’s fees, costs, and legal expenses, if any;     **(b)**The language of all parts of this Agreement shall in all cases be construed as awhole, according to its fair meaning, and not strictly for or against either of the Partieshereto, or any of the Parties released hereby;     **(c)**This Agreement is entered into in the State of California and shall be construedand interpreted in accordance with its law;     **(d)**The various provisions of this Agreement are severable and if any isunenforceable, at law or in equity, that provision may be severed, leaving the othersremaining in full force and effect if such severance does not cause a material detriment tothe party desiring enforcement of such provision;     **(e)**Paragraph headings contained in this Agreement are for convenience only and shallnot be considered for any purpose in construing the Agreement;     **(f)**This Agreement may only be modified by a written agreement identified as anamendment/modification to this Agreement and signed by the Parties hereto; and     **(g)**This Agreement contains the entire agreement between the Parties to it with regardto the matters set forth in it and shall be binding upon and inure to the benefit of theexecutors, administrators, personal representatives, heirs, successors and assigns of each.This Agreement fully supersedes any and all negotiations, and all prior written, oral, orimplied agreements or understandings between the Parties hereto pertaining to the subjectmatters hereof except for any existing confidentiality agreements or similar non-disclosureagreements.**PLEASE READ CAREFULLY. THIS SEPARATION**