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Separation And Consulting Agreement

This is an actual contract by Continental Information Systems.

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Sectors: Computer Hardware
Effective Date: June 20, 2002
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SEPARATION AND CONSULTING AGREEMENT
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This SEPARATION AND CONSULTING AGREEMENT (this "Agreement") is entered into by and between CONTINENTAL INFORMATION SYSTEMS CORPORATION ("Company") and MICHAEL ROSEN ("Executive"), as of the 20th day of June 2002 (the "Execution Date").


RECITALS
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WHEREAS, until the date hereof, Executive was a member of the Boards of Directors and the Chief Executive Officer of the Company and certain of its subsidiaries; and


WHEREAS, the Company is winding down its operations and Executive will resign from his position as officer and director of the Company and its subsidiaries in order to reduce expenses and allow Executive to pursue other business opportunities; and


WHEREAS, Executive has agreed to assist the Company in maximizing the recovery on its assets to the benefit of the Company and its shareholders; and


NOW, THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


AGREEMENT
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1. Termination of Employment. The parties agree that effective on June 20,
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2002, Executive's employment with Company and its subsidiaries is
terminated, and Executive resigns his positions as director and officer of
the Company and its subsidiaries.


2. Consulting Period. From June 20, 2002 through June 19, 2004 (the
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"Consulting Period"), Executive shall consult with and assist the Company
with respect to any matters Company may reasonably request, including the
collection of outstanding loans and maximization of recovery on all of the
Company's assets. Company acknowledges that Executive may be employed in
a full time position with another Company during the Consulting Period or
pursue any other business opportunities of Executive's choosing, but
Executive shall remain reasonably available to assist Company during the
Consulting Period.


In consideration of Executive assisting Company in maximizing recovery on
its assets, Company will pay Executive six percent of all payments
1


received by the Company from the Company's collection of loans and other
investments of the Company. Executive shall be reimbursed for expenses
incurred during the Consulting Period and for additional services provided
by Executive in such amounts as the Company shall agree.


3. Expenses. Any unreimbursed business expenses incurred on behalf of the
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Company prior to the date hereof shall be paid to the Executive in
accordance with the Company's expense reimbursement policies.


4. General Release of Claims by Executive. As a material inducement to
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Company to enter into this Agreement, Executive, for himself and his
heirs, executors, legal representatives and assigns, as a knowing and
voluntary act, hereby forever releases and discharges Company and
Company's current, former and future officers, directors, shareholders,
employees, trustees, agents, insurers, attorneys, predecessors,
successors, affiliates, related companies, parent companies, subsidiaries,
divisions and assigns and all persons acting by, through, under or in
concert with any of these (the Company and all of the foregoing persons
and entities are hereinafter referred to separately and collectively, as
the "Releasees") from, and covenants not to sue the Releasees; as follows:


a. Executive, on behalf of himself, his heirs, executors,
administrators, legal representatives, and assigns, releases and
forever discharges the Releasees from any and all claims, complaints,
allegations, demands, actions, suits, debts, dues, sums of money,
accounts, reckonings, bonds, bills, specialties covenants, contracts,
controversies, agreements, promises, variances, trespasses, damages,
judgments, extends, and executions or causes of action of any kind
whatsoever, whether at law, admiralty, or in equity, direct or
indirect, known or unknown, in tort, contract, by statute or any
other basis for relief, compensatory, punitive, liquidated or other
damages, expenses (including attorneys' fees), reimbursements or
costs of any kinds ("Claims") which he ever had, now has, or
hereafter can, shall or may have or assert against Releasees, for any
matter, cause or thing which may have occurred on or before the date
of the execution of this General Release.


b. This General Release specifically includes, but is not limited to:


(i) any and all Claims for wages and benefits (including without
limitation salary, stock, commissions, bonuses, severance pay,
health and welfare benefits, vacation pay and any other fringe-
type benefits), provided, however, that nothing herein shall
affect Executive's vested rights in any 401K plan maintained by
the Company;


(ii) any and all Claims for wrongful discharge, breach of contract
(whether written or oral, express or implied) including but not
limited to promissory or equitable estoppel and implied
covenants of good faith and fair dealing;


(iii) any and all Claims for alleged employment discrimination,
harassment or retaliation on the basis of age, race, color,
religion, sex (including sexual harassment), sexual
2
orientation, pregnancy, ancestry, national origin, veteran
status, disability, handicap and/or any other protected basis,
in violation of any federal, state or local statute, ordinance,
judicial precedent or executive order, including but not
limited to claims for discrimination under the following
statutes: Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1966, the Civil Rights Act of 1991, the New York
Human Rights Law, as amended, the New York Equal Rights Law,
the Family and Medical Leave Act, the Immigration Reform and
Control Act, the Age Discrimination in Employment Act, as
amended, the Older Workers Benefit Protection Act, the
Rehabilitation Act of 1973, as amended, the Rehabilitation Act
of 1973, as amended, the Americans with Disabilities Act, the
New York Rights of Persons with Disabilities Law, the New York
Nondiscrimination Against Genetic Disorders Law, the Equal Pay
Act and the New York Equal Pay Law;


(iv) any and all Claims under any federal or state statute relating
to Executive benefits, including but not limited to the
Executive Retirement Income Security Act of 1974;


(v) any and all Claims in tort (including but not limited to any
Claims for misrepresentation, defamation, interference with
contract or prospective economic advantage, intentional
infliction of emotional distress and negligence);


(vi) any and all Claims for additional compensation or damages of
any kind;


(vii) any and all Claims for retaliation or retaliatory discharge;
and


(viii)any and all Claims for attorney's fees and costs.


c. This General Release extends to all of the aforementioned Claims and
potential Claims which arose on or before the date of this Agreement,
including pre- and post-employment causes of action, whether now
known or unknown, suspected or unsuspected, matured or unmatured, and
this constitutes an essential term of this Agreement. This General
Release does not extend to claims which arise after the Effective
Date.


d. Notwithstanding anything to the contrary contained herein, this
General Release shall not affect Executive's right to indemnification
from the Company pursuant to the Company's Certificate of
Incorporation and By-laws.


5. Benefit Plans. The Executive acknowledges he has no vested monies or
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other benefits to which Executive might be entitled from or under any
benefit, pension or retirement savings plan of the Company, other than the
Company's 401K plan.

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