SEPARATION AGREEMENT, RELEASE AND COVENANT NOT TO SUE

Exhibit 10.1

SEPARATION AGREEMENT, RELEASE AND COVENANT NOT TO XXX

This is a SEPARATION AGREEMENT, RELEASE AND COVENANT NOT TO XXX (this “Agreement”) dated as of September 29, 2010, is between Xxxxxxxxxxx Xxxxxxxx, and his heirs, assigns, and any person claiming any interest in his employment or employment related compensation or benefits (collectively and individually referred to as “Employee”) and Xxxxx.xxx Group, Inc., on behalf of itself, its parent, subsidiaries and affiliates, and each of their respective directors, officers, agents, attorneys, present and former employees, partners, shareholders, insurers, predecessors, successors, assigns, and representatives (collectively and individually referred to as the “Company”).

Employee was employed by the Company.  The Company and the Employee were parties to an Employment Agreement dated July 7, 2009 (the “Prior Employment Agreement”).  The Company and the Employee have agreed to end their relationship on terms that are mutually agreeable.

Employee and the Company agree that Employee’s separation from the Company was effective as of his last day of work, June 23, 2010 (the “Separation Date”).

The Company has already paid to Employee (a) $65,211.19 of severance compensation (salary plus expenses and vacation), of which $27,711.19 shall be credited to the amounts to be paid under Section 2 and $37,500 shall be credited to the amounts to be paid under Section 3, (b) the Insurance or COBRA reimbursement payments for the months of July, August, September 2010 set forth in Section 3, and (c) a portion of the legal fee reimbursements referred to in Section 27.

The Company will provide Employee with financial benefits and other consideration in return for Employee’s execution of this Agreement and the release Employee is providing under this Agreement.

Accordingly, in consideration of the mutual promises set forth below, the Company and the Employee agree as follows:

1.            Recitals.  The parties agree that the above Recitals are true and correct and are incorporated into this Agreement by reference.

2.            Severance Compensation.

2.1.          The Company shall pay to Employee the remaining total gross amount of $722,288.81 (less payroll deductions and required withholding and any outstanding advances or other amounts Company proves in writing are owed by Employee) as severance (“the Severance Compensation”), which equals $750,000.00 minus $27,711.19 paid between June 24th to September 15th (this does not include any defaulted payments for the month of July 2010).

2.2.          The Severance Compensation will be paid as follows until the aggregate Severance Compensation is paid in full:

Page 1 of 11

(a)           prior to the completion of the Qualified Financing (as defined below) and/or the achievement of the First Revenue Target or Second Revenue Target (each as defined below), $4,167 semi-monthly;

(b)           upon the Company’s completion of its proposed equity capital financing in the amount at least $4,000,000 (the “Qualified Financing”) and prior to the achievement of the First Revenue Target or Second Revenue Target, such semi-monthly payment shall increase to $5,000 (which payment increase will begin on the first available payroll cycle following the deposit of all net proceeds of the Qualified Financing);

(c)           upon the Company’s achievement of consolidated aggregated pre-tax profit of at least $3,000,000 (based on the Company’s consolidated, audited or unaudited financing statements) (the “First Revenue Target”) and prior to the achievement of the Second Revenue Target, such semi-monthly payment shall increase to $10,416.66 (which payment increase will begin on the first available payroll cycle following the issuance of the applicable consolidated, audited annual financial statements); and

(d)           upon the Company’s achievement of consolidated aggregated pre-tax profit of at least $10,000,000 (based on the Company’s consolidated, audited or unaudited financing statements) (the “Second Revenue Target”), the entire unpaid portion of the Severance Compensation shall be paid in full in a single, lump-sum payment (which payment will be made on the first available payroll cycle following the issuance of the applicable consolidated, audited annual financial statements).

2.3.          Payment of the Severance Compensation has already commenced and will continue in accordance with this Section 2.

2.4.          All severance payments shall be made via direct deposit in accordance with the Company’s normal payroll cycle, as may be amended from time to time without advance notice to or prior permission from Employee.  It is Employee’s obligation to keep the Company informed as to Employee’s direct deposit account information.

2.5.          In the event that the Company is found by a court of competent jurisdiction to be in breach of this Agreement (other than breach of the non-disparagement provision in Section 8.3 below), it shall pay Employee a lump sum of $100,000.00 allocated as liquidated damages, plus the remaining balance of the Severance Compensation owed under this Agreement, Employee’s attorney’s fees and costs, and interest on each missed payment at the Florida statutory interest rate.  The Company shall not be in default of its obligation to pay any payment to Employee unless the Company fails, within thirty (30) days of its receipt of a Default Notice (as defined below), to cure such payment default.  For purposes of this Section, a “Default Notice” shall mean a written notice (via mail or electronic mail) setting forth the amount of the claimed payment default and its due date, and such notice is given to the Company by Employee in the manner set forth in Section 22 below.

2.6.          In the event the Company is late on any payment under this Agreement (except the COBRA/Insurance payment under Section 4) and fails to make such payment in accordance with the terms hereof within seven (7) days of its due date, the Company shall pay Employee $2,500.00 (per incident) when making-up the payment due under this Agreement.  This penalty provision applies regardless of the Default Notice procedure referenced in Section 2.5.

Page 2 of 11

3.            Payment for Accrued Vacation, Expense Reimbursement, and Other Items.  In addition to the Severance Compensation, upon the Company’s completion of the Qualified Financing, the Company shall pay to Employee the total gross, one-time amount of $12,500 (which equals $50,000 minus $37,500 previously paid).  Such $12,500 shall be paid pursuant to the first available payroll cycle following the deposit of all net proceeds of the Qualified Financing.  All such payments shall be made via direct deposit in accordance with the Company’s normal payroll cycle, as may be amended from time to time without advance notice to or prior permission from Employee.  It is Employee’s obligation to keep the Company informed as to Employee’s direct deposit account information.

4.           COBRA / Insurance Payments.  The Company will reimburse Employee for Employee’s portion of his COBRA or Insurance premiums up to $1,495 per month for the shorter of (a) 18 months from the date of this Agreement or (b) Employee becoming eligible for health insurance benefits under any employment.  Such reimbursement payments shall occur within fourteen (14) days of the Company’s receipt of written proof submitted by Employee that he has made the applicable premium payment, provided that, for Employee’s COBRA premiums for the months of July, August and September 2010, such payments were made on or before September 2, 2010.  It is and shall remain Employee’s obligation to pay all such premiums to the applicable carrier.  If Employee finds acceptable, equal or less expensive insurance in lieu of insurance continuation through COBRA, then the Company will reimburse Employee for such insurance premiums (but in no event in an amount exceeding the amount of the Company’s COBRA reimbursement obligation herein).  

5.           Series 7 Sponsorship.  To the extent permitted under applicable Securities and Exchange Commission and Financial Industry Regulatory Association (“FINRA”) rules and regulations, the Company shall sponsor Employee to take the Qualification Examination for General Securities Registered Representatives (also known as the Series 7 Examination); provided that (a) Employee must take and pass the examination prior March 15, 2011 and the Company shall not be required to sponsor the Employee after such date, and (b) Employee must comply with his obligations under Section 8.7 of this Agreement.  The Employee shall be responsible for all costs associated with taking the examination and receiving the Series 7 qualification.

6.           Options.

6.1           The Company shall grant Employee options to purchase 5,000,000 shares of the Company’s Common Stock, with such options to: (a) be granted no later than the earlier of the following (i) at the same time as any of Xxxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxx Xxxx or Xxxxxx O’Krepkie is granted employee stock options (but no later than within 5 business days of such grant), (ii) the date two weeks after Employee demands the issuance of such options in writing, and (iii) the date twelve (12) months after the date hereof; (b) have an exercise price per share equal to (i) in the event the options are issued under clause (a)(i) above, the lower of $0.375 per share and the lowest exercise price per share in the options granted to such employee, or (ii) in the event the options are issued under clause (a)(ii) or (a)(iii) above, $0.375 per share; (c) to be vested in full upon the date of grant; (d) be exercisable pursuant to a customary net or cashless exercise provision; and (e) to be otherwise pursuant to the Company’s form of option agreement applicable to employees generally.  In the event of any stock split or stock combination of the Company’s Common Stock prior to the grant of the option contemplated by this Section 6.1, the number of shares issuable upon exercise and the exercise price of such option shall be equitably adjusted.  In the event of a reorganization, merger or consolidation to which the Company is a party prior to the grant of the option contemplated by this Section 6.1, such option shall be an option to purchase, upon the basis and upon the terms and conditions contemplated hereby and in lieu of Common Stock, the kind and number of shares of stock and/or other securities, cash or other property which Employee would have been entitled to receive if the Employee had held the Common Stock issuable upon exercise of such option immediately prior to such reorganization, merger or consolidation.

Page 3 of 11

6.2           The Stock Option Agreement governing Employee’s non statutory stock option granted to him on July 7, 2009, is hereby terminated and of no further force or effect, and such options are hereby cancelled.

7.           Return of All Company Property.  Employee represents and warrants that he has returned to the Company all property of the Company in his possession or under his control, including but not limited to all Company records, files, equipment, supplies, keys, confidential or proprietary information, computers, parking and/or security passes, cellular telephone, Blackberry, and the like, including but not limited to, any electronically stored information that is the property of the Company, including but not limited to, any data and files Employee has stored on his home or other computer or on a portable storage device.  Employee represents and warrants that he has permanently and completely deleted and removed such electronically stored information from wherever it was stored.

8.           Miscellaneous.

8.1.       Effective as of the Separation Date, Employee agrees that he shall have no authority to and shall not enter or attempt to enter into any agreements with third-parties on behalf of or purportedly on behalf of the Company.  Employee shall also not represent himself as being employed by or associated with the Company.  Employee further understands and agrees that he will receive no further compensation or benefits as a Company employee or otherwise due to him under his Prior Employment Agreement.

8.2.       If Employee is enrolled in the 401(k) plan at the time of separation and Employee has questions regarding his 401(k) plan, he is advised to contact the plan administrator, ADP Total Source or successor plan administrator as the case may be.  Employee is eligible to receive matched contributions per the Company plan through the Separation Date.

Page 4 of 11

8.3.       Employee shall refrain from knowingly making any disparaging statements, written or oral, in any forum or media, regarding the Company or its executives, managers, directors, officers, employees, shareholders, affiliates, policies, products, processes, operations, or facilities.  Both parties agree that the damages to the Company that would result from a breach by Employee of this non-disparagement provision are not reasonably capable of measurement.  In the event that a Court finds Employee to have breached this non-disparagement provision after Employee executes this Agreement, the parties agree that the Court shall award the Company the minimum sum of $5,000.00 per occurrence as liquidated damages or whatever damages the Company proves in Court, whichever is greater.

8.4.       Xxxxxxx Xxxxxxxxx, Xxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxxx O’Krepkie (“the Company Executives”) shall refrain from knowingly making any disparaging statements, written or oral, in any forum or media, regarding Employee or his performance as an Employee of the Company; provided that, it shall not be considered a breach of this section for any of the Company Executives to make disparaging statements to each other about Employee and/or his performance in their capacity in operating the business.  Both parties agree that the damages to Employee that would result from a breach by the Company Executives of this non-disparagement provision are not reasonably capable of measurement.  In the event that a Court finds the Company Executives to have breached this non-disparagement provision after Employee executes this Agreement, the parties agree that the Court shall award Employee the minimum sum of $5,000.00 per occurrence as liquidated damages or whatever damages Employee proves in Court, whichever is greater.

8.5.       Employee represents and warrants to the Company that, except as disclosed in the Company’s filings with the Securities and Exchange Commission or as otherwise disclosed in writing to the Company’s current Chief Financial Officer, he has no knowledge of (a) any act or omission by Employee or any other officer or employee of the Company that constitutes a material violation of any law, rule or regulation (including FINRA rules and regulations) applicable to the Company or its subsidiaries, (b) any other compliance issue that has the potential of exposing the Company to any material federal, state, local or FINRA fine or penalty, or (c) any fraud, theft or material dishonesty with respect to the Company, its directors, officers, shareholders, subsidiaries, customers or vendors by Employee or any other officer or employee of the Company.

8.6.       Employee further acknowledges that he is not aware of any unreported work related illness or injury that he has suffered that would entitle his to Workers’ Compensation benefits.

8.7.       After the Separation Date, Employee shall make himself available to the extent reasonably required by the Company up to a maximum of ten hours per month for the purpose of (a) transitioning his duties, responsibilities, and any tasks or projects in which he was involved during his employment and (b) and assisting with the sales and marketing of the Company’s products and services (reporting to the Company’s supervisory (Series 24) employee in the Boca Raton office). Such services will be performed solely in a consultant, independent contractor capacity. The Company will not be required to pay Employee for any such work performed for one year after the date of this Agreement, but shall pay all necessary and reasonable travel and lodging expenses associated with such work.  All reimbursements made in conjunction with the foregoing are subject to Employee timely providing adequate written proof of expenses and time (as applicable) spent.

Page 5 of 11

8.8.          In the event Employee’s testimony or court appearance is required concerning any litigation the Company is now or may be involved in, or, if in the Company’s opinion, his appearance or testimony would be beneficial to the Company’s position, Employee agrees to make himself reasonably available to the Company and its counsel.

8.9.          Employee agrees that he will preserve the confidentiality of this Agreement and not discuss or disclose its existence, substance, or contents to anyone except his attorney, his immediate family or as compelled or authorized by law; provided that such persons also maintain strict confidentiality as stated above, and any confidentiality breaches by such persons shall be considered breaches by the Employee.

9.           Release and Covenant Not to Xxx.

9.1.             Employee’s Release of Company.  Employee, for himself and his heirs, successors, and assigns, and anyone claiming by or through them (collectively, the “Releasing Parties”), irrevocably and unconditionally releases, waives, and forever discharges Xxxxx.xxx Group, Inc., Xxxxx.xxx Holdings, Inc., Xxxxx.xxx, Inc., each of their respective parent, subsidiaries and affiliates, and each of their and their respective parents’, subsidiaries’, and affiliates’ respective directors, officers, agents, attorneys, present and former employees, partners, investors, shareholders, insurers, predecessors, successors, assigns, and representatives, from any and all actual or potential claims, complaints, liabilities, obligations, promises, actions, causes of action, liabilities, agreements, damages, costs, debts, and expenses of any kind, whether known or unknown, that the Releasing Parties have ever had or now have from the beginning of time through the date Employee executes this Agreement (collectively, the “Released Claims”).  Without limitation, the Released Claims include all claims arising out of, related to or connected with his employment, the termination of his employment, or the payment of wages, salary, or any other benefit Employee received or claims he should have received in connection with his employment, all claims under Title VII of the Civil Rights Act of 1964, as amended; (42 U.S. C. § 2000e, et seq.); the Civil Rights Acts of 1866, 1871 and 1991, all as amended; 42 U.S.C. § 1981; the Family and Medical Leave Act of 1993, as amended (29 U.S.C. § 2601, et seq.); the Americans With Disabilities Act, as amended (42 U.S.C. § 12101, et seq.); the Rehabilitation Act of 1973, as amended (29 U.S.C. § 793-94); the Fair Labor Standards Act, as amended (29 U.S.C. § 201, et. seq.); the Equal Pay Act of 1963, as amended (29 U.S.C. § 206); the Employee Retirement Income Security Act, as amended (29 U.S.C. § 1001, et seq.); the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. § 1161, et seq.); the Age Discrimination in Employment Act (29 U.S.C. § 621 et seq.); the Older Workers Benefit Protection Act of 1990 (29 U.S.C. § 623); the National Labor Relations Act

Page 6 of 11

(NLRA); the Occupational Safety and Health Act (OSHA); and any other federal or state whistle-blower statute or regulation; Chapter 760 of the Florida Civil Rights Act of 1992, as amended; any provision of Chapters 250, 440, 443, 447, 448, and 760 of Florida Statutes; the Florida General Labor Regulations, as amended; any law, rule or regulation of the State of New York, including but not limited to, the New York Human Rights Law; any other state law, rule or regulation of any other state; any local ordinance; workers' compensation statutes; unemployment compensation laws; and any other federal, state or local statute, rule, regulation or ordinance; any obligations under, arising out of, or related to the Prior Employment Agreement, any prior versions of this Agreement, or any other actual or quasi-contracts, including but not limited to, salary payments, bonus payments, vacation, sick, or other forms of employee leave or time off, benefits, stock, or stock options (subject to the provisions in Section 6 of this Agreement); common law claims, including but not limited to claims of intentional or negligent infliction of emotional distress, negligent hiring, retention, training or supervision, defamation, invasion of privacy, breach of a covenant of good faith and fair dealing, breach of fiduciary duty, breach of express or implied contract, promissory estoppel, negligence or wrongful termination of employment; any claims for or to past or future unpaid salary, commissions, bonuses, incentive payments, expense reimbursements, health care benefits, life insurance, disability insurance and any other income or benefits the Releasing Parties received or claim they should receive; and all other claims of any kind, including but not limited to any claims for attorneys’ fees.

9.2.       The Releasing Parties covenant not to xxx any Released Party for any Released Claim.  The Releasing Parties warrant that they have not filed any complaint, claim or charge against a Released Party with any local, state or federal agency or court.  The Releasing Parties agree that, if any such agency or court assumes the prosecution or jurisdiction of any complaint or charge against a Released Party, the Releasing Parties will immediately dismiss the complaint or charge and/or will immediately request such agency or court to dismiss and withdraw from the matter, and the Releasing Parties will not support the effort of anyone else or any entity that might file an action against a Released Party.  In the event the Releasing Parties fail or refuse to undertake these obligations, the Releasing Parties agree that this Agreement shall operate to effectuate his/their dismissal or withdrawal of such complaint, charge or claim and that the Releasing Parties will forward to the Released Party any monies the Releasing Parties receive from such complaint, charge or claim.

9.3.            The Releasing Parties have not assigned or otherwise transferred any interest in any Released Claim.  The Releasing Parties shall not commence, join in, or in any manner seek relief through any suit arising out of, based upon, or relating to any Released Claim.

9.4.            If any provision of this release is held invalid, unenforceable or void to any extent by a court of competent jurisdiction, the provision shall be modified, if possible, by reducing its duration and scope to allow enforcement of the maximum permissible duration and scope.

9.5.             Company’s Release of Employee.  The Company, for itself and for its successors and assigns, irrevocably and unconditionally releases, waives, and forever discharges Employee from any and all actual or potential claims, complaints, liabilities, obligations, promises, actions, causes of action, liabilities, agreements, damages, costs, debts, and expenses of any kind, whether known or unknown, that the Releasing Parties have ever had or now have from the beginning of time through the date the Company executes this Agreement; provided however that such release does not include any claims related to or arising out of any covenants contained in this Agreement.  For purposes of this Section 9.5, Sections 9.2, 9.3, and 9.4 apply with equal force and effect to Employee and the Company.

Page 7 of 11

10.           Review of this Agreement.

10.1.          Employee acknowledges that he has read each section of this Agreement, that the Agreement is written in a manner calculated to be understood by him, and that Employee in fact understands his rights and obligations under it, including the fact that he is waiving and releasing his rights to xxx the Company pursuant to Section 9 of this Agreement.

10.2.          Employee acknowledges that the money being paid pursuant to this Agreement and any other consideration is in excess of all monies or anything else of value owed to him.

10.3.          Employee acknowledges and agrees that he is advised by the Company to obtain, and has had the opportunity to obtain, advice of legal counsel and tax advisors of his choosing with respect to the terms and provisions of this Agreement, the compensation and benefits to be received by him hereunder and the tax consequences thereof to him.

11.           Governing Law; Venue; Dispute Resolution.  This Agreement has been delivered in the State of Florida and shall be governed by and construed in accordance with the laws of the State of Florida.  Any action based upon or arising out of this Agreement shall lie exclusively in the federal or state courts located in New York County, New York.  Employee does not agree to waive his right to have any issue resolved by a jury and cede to the Court all matters of law and fact for resolution.  This Agreement shall not be construed to waive any right of removal that may apply to any action filed in any court by either Party.

12.           Entire Agreement; Modification.  The Prior Employment Agreement, including but not limited to, the restrictive covenants in Section 7, 9, and 10 of the Prior Employment Agreement, is hereby terminated and of no further force or effect.  This Agreement represents the entire agreement of the parties with respect to the subject matters addressed herein and may not be modified or amended except upon a written agreement signed by both parties.

13.           No Fraud.  The parties agree that no inducements, statements or representations have been made that are not set forth in this Agreement and that they did not rely on any inducements, statements or representations not set forth herein.

14.           Binding Effect.  This Agreement shall be binding upon the parties and their respective heirs, devisees, legal representatives, personal representatives, successors, and assigns.

Page 8 of 11

15.           Counterparts and Originals.  The parties may execute this Agreement in counterparts.  Each executed counterpart shall be deemed an original, and all of them together shall constitute one document.

16.           Successors and Assigns.  This Agreement is not assignable by any party without the prior written consent of the other parties, and any attempted assignment without the prior written consent of the other parties shall be invalid and unenforceable against the other parties.  This Agreement is binding upon, and inures to the benefit of, the respective heirs, authorized assignees, successors and personal representatives of the parties.

17.           Titles and Headings.  The titles and headings of the various sections of this Agreement are intended solely for convenience of reference and are not intended to explain, modify or place any interpretation upon any of the provisions of this Agreement.

18.           Severability.  If any term or provision of this Agreement is determined to be illegal or unenforceable, to the extent possible, such term or provision shall be severed from this Agreement and all other terms and provisions shall be remain in full force and effect.

19.           Gender and Number.  As used in this Agreement, the masculine, feminine or neuter gender, and the singular or plural number, shall each include the others whenever the context so requires.

20.           Interpretation.  The language used in this Agreement shall not be construed in favor of or against any of the parties, but shall be construed as if all parties participated jointly in the preparation of this Agreement.  The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.

21.           Legal Fees and Costs.  In any litigation that arises from this Agreement, the prevailing party (or parties) may recover its legal fees and costs from the non-prevailing party (or parties).

22.           Notices.  Except as otherwise specified in this Agreement, every demand, notice, consent, or approval required or permitted to be given by a party under this Agreement will be valid only if it is (a) in writing, (b) delivered personally or by telecopy, commercial courier, or first class, postage prepaid, United States mail (whether or not certified or registered and regardless of whether a return receipt is requested or received by the sender), and (c) addressed by the sender to the intended recipient as follows:

Page 9 of 11

If to the Company, to:

Xxxxx.xxx Group, Inc.

000 0xx Xxxxxx, 0xx Xxxxx

Xxx Xxxx, Xxx Xxxx 00000

Fax: (000) 000-0000

Attention: Chief Executive Officer

If to Employee, to Employee’s last known address on Company’s personal records or to such other name or address as any designated recipient shall specify by notice to the other designated recipients in the manner specified in the Employment Agreement.

Or such other address as the intended recipient may designate by written notice given to every other party to this Agreement in the manner provided in this Section.  Each party to this Agreement shall promptly notify every other party of any change in its mailing address.

23.           Tax Considerations. The Company and the Employee make no representations of any character regarding the character of the Severance Compensation or any of its components for purposes of local, state or federal tax purposes, including income tax.  Each party to this Agreement is responsible for his/its own tax obligations.

24.           Withholding. The Company shall have the right to deduct from any payment made under this Agreement any amount deemed necessary by the Company in order to permit the Company to satisfy its past, present or future obligations for any federal, state or local income, employment or other tax withholding or other customary withholding with respect to the amounts payable under this Agreement.

25.           Payment Obligations.  The parties acknowledge and agree that only Xxxxx.xxx Group, Inc., its parent, subsidiaries and affiliates (except Xxxxx.xxx, Inc.) have any payment obligations under Sections 2, 3, 4, 5, 6, and 27 of this Agreement.

26.           Necessary Action.  At all times after the execution of this Agreement, each party hereto agrees to take or cause to be taken all such necessary action including, without limitation, the execution and delivery of such further instruments and documents, as may be reasonably requested by any party for such purposes or otherwise necessary to complete or perfect the transaction contemplated hereby.

27.           Attorney’s Fees Reimbursement.  The Company shall reimburse Employee all reasonable legal fees Employee has paid with respect to the negotiation and preparation of this Agreement and his separation from employment with the Company up to a maximum of $7,500.00 and contingent upon Employee’s submitting written documentation of invoicing. At the Employee’s discretion, the Company will pay the Employee or his counsel directly (based sufficient to prove that Employee has paid such fees to his legal counsel).  The Company shall pay such fees by check made payable to Xxxxxxxxxxx Xxxxxxxx or ‘named’ legal counsel within fifteen (15) days of the Company’s receipt of such supporting documentation.

PLEASE READ CAREFULLY.  THIS GENERAL RELEASE INCLUDES

A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

Page 10 of 11

IN WITNESS WHEREOF, the Company and Employee have executed this Agreement as of the date first above written.

Executed this 29th day of September, 2010.

		/s/ Xxxxxxxxxxx Xxxxxxxx
WITNESS		Xxxxxxxxxxx Xxxxxxxx

Executed this 29th day of September, 2010.

		Xxxxx.xxx Group, Inc.
		By:	/s/ Xxxxxxx X. Xxxxxxxxx
WITNESS		Title:	CEO

Page 11 of 11