STATED MORE FULLY IN THE INVENTION, NON-DISCLOSURE, NON-COMPETITION AND
NON-SOLICITATION AGREEMENT YOU EXECUTED ON SEPTEMBER 9, 2005. IN RESPONSE TO
YOUR CONCERNS REGARDING THE NON-COMPETITION PROVISIONS OF THE AGREEMENT, THE
COMPANY WILL NOT CONSIDER IT A VIOLATION OF THE NON-COMPETITION PROVISIONS OF
THE AGREEMENT FOR YOU TO ACCEPT A POSITION BY OR CONSULTING FOR A FINANCIAL
SERVICES COMPANY THAT DOES NOT SPECIFICALLY OFFER STUDENT LOANS PROVIDED THAT
YOU DO NOT VIOLATE ANY OTHER
2
PROVISIONS OF THE AGREEMENT.
WHERE A FINANCIAL SERVICES COMPANY HAS MULTIPLE
LINES OF BUSINESS INCLUDING THE PROVISION OF STUDENT LOANS, THE COMPANY WILL NOT
CONSIDER IT A VIOLATION OF THE AGREEMENT FOR YOU TO ACCEPT A POSITION WITH OR
ENTER INTO A CONSULTING RELATIONSHIP RELATING SOLELY TO A LINE OF BUSINESS THAT
DOES NOT ENGAGE IN THE PROVISION OF STUDENT LOANS PROVIDED THAT YOU DO NOT
VIOLATE ANY OTHER PROVISIONS OF THE AGREEMENT.
WHILE THE COMPANY HAS NO
INTEREST IN UNNECESSARILY LIMITING YOUR FUTURE OPPORTUNITIES, IT BELIEVES THAT
ANY EMPLOYMENT OR CONSULTING RELATIONSHIP FOR A STUDENT LOANS BUSINESS (WHETHER
PUBLIC OR PRIVATE) WOULD INEVITABLY REQUIRE YOU TO DISCLOSE INFORMATION THE
COMPANY CONSIDERS CONFIDENTIAL.
5.
RETURN OF COMPANY PROPERTY - YOU CONFIRM THAT YOU HAVE RETURNED
TO THE COMPANY ALL KEYS, FILES, RECORDS (AND COPIES THEREOF), EQUIPMENT
(INCLUDING, BUT NOT LIMITED TO, COMPUTER HARDWARE, SOFTWARE AND PRINTERS,
WIRELESS HANDHELD DEVICES, CELLULAR PHONES, PAGERS, ETC.), COMPANY
IDENTIFICATION, COMPANY VEHICLES AND ANY OTHER COMPANY-OWNED PROPERTY IN YOUR
POSSESSION OR CONTROL AND HAVE LEFT INTACT ALL ELECTRONIC COMPANY DOCUMENTS,
INCLUDING BUT NOT LIMITED TO, THOSE THAT YOU DEVELOPED OR HELPED DEVELOP DURING
YOUR EMPLOYMENT.
YOU FURTHER CONFIRM THAT YOU HAVE CANCELLED ALL ACCOUNTS FOR
YOUR BENEFIT, IF ANY, IN THE COMPANY'S NAME, INCLUDING BUT NOT LIMITED TO,
CREDIT CARDS, TELEPHONE CHARGE CARDS, CELLULAR PHONE AND/OR PAGER ACCOUNTS AND
COMPUTER ACCOUNTS.
6.
BUSINESS EXPENSES AND COMPENSATION - YOU ACKNOWLEDGE THAT YOU
HAVE BEEN REIMBURSED BY THE COMPANY FOR ALL BUSINESS EXPENSES INCURRED IN
CONJUNCTION WITH THE PERFORMANCE OF YOUR EMPLOYMENT AND THAT NO OTHER
REIMBURSEMENTS ARE OWED TO YOU.
YOU FURTHER ACKNOWLEDGE THAT YOU HAVE RECEIVED
PAYMENT IN FULL FOR ALL SERVICES RENDERED IN CONJUNCTION WITH YOUR EMPLOYMENT BY
THE COMPANY AND THAT NO OTHER COMPENSATION IS OWED TO YOU EXCEPT AS PROVIDED
HEREIN.
7.
NON-DISPARAGEMENT - YOU UNDERSTAND AND AGREE THAT, AS A CONDITION
FOR PAYMENT TO YOU OF THE CONSIDERATION HEREIN DESCRIBED, YOU SHALL NOT MAKE ANY
FALSE, DISPARAGING OR DEROGATORY STATEMENTS TO ANY MEDIA OUTLET, INDUSTRY GROUP,
FINANCIAL INSTITUTION OR CURRENT OR FORMER EMPLOYEE, CONSULTANT, CLIENT OR
CUSTOMER OF THE COMPANY REGARDING THE COMPANY OR ANY OF ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR REPRESENTATIVES OR ABOUT THE COMPANY'S BUSINESS AFFAIRS AND
FINANCIAL CONDITION.
THE COMPANY IN TURN AGREES NOT TO MAKE ANY FALSE,
DISPARAGING OR DEROGATORY STATEMENTS ABOUT YOU.
8.
AMENDMENT - THIS LETTER AGREEMENT SHALL BE BINDING UPON THE
PARTIES AND MAY NOT BE MODIFIED IN ANY MANNER, EXCEPT BY AN INSTRUMENT IN
WRITING OF CONCURRENT OR SUBSEQUENT DATE SIGNED BY DULY AUTHORIZED
REPRESENTATIVES OF THE