8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 15, 2006

Genelabs Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

California	0-19222	94-3010150
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

505 Penobscot Drive, Redwood City, California	94063
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 369-9500

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

EXHIBIT 10.1

EXHIBIT 10.2

Item 1.01. Entry into a Material Definitive Agreement

     On June 15, 2006, in connection with the retirement of Mumtaz Ahmed, M.D., Ph.D., Genelabs Technologies, Inc. and Dr. Ahmed entered into two agreements. Until his retirement, Dr. Ahmed served as Genelabs’ Vice President, Drug Development. Under these agreements, among other things:

• Dr. Ahmed’s employment with Genelabs terminated on June 15, 2006;

• Dr. Ahmed provided Genelabs with a general release of any claims against Genelabs;

• Dr. Ahmed agreed to provide Genelabs with consulting services for a period of one year (subject to renewal upon mutual agreement) on such projects as are mutually agreed upon, for which Dr. Ahmed will be paid an hourly rate of $145, up to a maximum of $100,000 over the term of the Consulting Agreement; and

• The vesting of Dr. Ahmed’s Genelabs stock options will continue during the consulting period, and vested options will be exercisable until 90 days following the termination of the consulting relationship under the Consulting Agreement.

     The above description of the Separation Agreement and General Release and a Consulting Agreement with Dr. Ahmed is a summary of the material provisions of these agreements, and is qualified in its entirety by reference to the full terms of the agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2.

Item 9.01. Financial Statements and Exhibits

(c) Exhibits

Exhibit Number	Description
10.1	Separation Agreement and General Release between Genelabs Technologies, Inc. and Mumtaz Ahmed, dated June 15, 2006
10.2	Consulting Agreement between Genelabs Technologies, Inc. and Mumtaz Ahmed, dated June 16, 2006

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Genelabs Technologies, Inc.
Date: June 16, 2006	By:	/s/ Adrian Arima
	Name:	Adrian Arima
	Title:	Vice President, General Counsel

EXHIBIT INDEX

Exhibit Number	Description
10.1	Separation Agreement and General Release between Genelabs Technologies, Inc. and Mumtaz Ahmed, dated June 15, 2006
10.2	Consulting Agreement between Genelabs Technologies, Inc. and Mumtaz Ahmed, dated June 16, 2006

EX-10.1

Exhibit 10.1

SEPARATION AGREEMENT AND GENERAL RELEASE

          THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is entered into as of June 15, 2006 between Genelabs Technologies, Inc. (the “Company”) and Mumtaz Ahmed, M.D., Ph.D. (“Employee”) (together the “Parties”).

          WHEREAS, the Company and Employee have decided to terminate their employment relationship as of June 15, 2006 (the “Separation Date”) and enter into a consulting relationship pursuant to the terms of the Consulting Agreement between Employee and the Company, dated June 16, 2006 (the “Consulting Agreement”); and

          WHEREAS, the Parties desire to resolve, fully and finally, all matters relating to Employee’s employment with the Company.

          NOW THEREFORE, in consideration of the mutual covenants and agreements set forth hereinafter, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Employee, each intending to be legally bound, hereby agree as follows:

          1. SEPARATION. The Parties hereby agree that Employee’s employment with the Company shall end as of the Separation Date.

          2. CONSIDERATION.

               a. In consideration of Employee’s release of all claims and other covenants and agreements contained herein, the Company shall provide Employee with the following additional benefits pursuant to the Consulting Agreement (the “Consideration”):

                    (i) Continued vesting of all of Employee’s Company stock options during the term of the Consulting Agreement; and

                    (ii) A period of ninety (90) days following the termination of the Consulting Agreement in which to exercise Employee’s vested Company stock options.

               b. The Consideration shall become effective on the eighth (8^th) day after the date that Employee delivers this signed Agreement to the Company, conditioned upon Employee not exercising his revocation rights as set forth in Section 5 herein. In the event Employee does not sign or revokes this Agreement pursuant to Section 5 herein, the Consideration shall not be provided, however, all other provisions of the Consulting Agreement shall remain in full force and effect.

               c. Employee acknowledges that he has received all unpaid wages, expense reimbursements and accrued but unused vacation earned through the Separation Date. Employee acknowledges and agrees that the Consideration is in addition to any sums or benefits otherwise owed to Employee and such Consideration is provided solely in exchange for the waiver and release of all claims contained herein.

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          3. RELEASE. In exchange for the Consideration provided pursuant to Section 2 above, Employee fully releases and forever discharges the Company and its subsidiaries, predecessors, successors and assigns, specifically including, but not limited to Accelerated Clinical Research Organization, Inc. (“ACRO”), as well as each of their officers, directors, employees and shareholders (collectively, the “Released Parties”), from any and all liability upon any and all claims, charges, complaints, liens, demands, causes of action, obligations or damages, known or unknown, suspected or unsuspected, that Employee had, now has or may hereafter claim to have against the Released Parties arising out of or relating in any way to: (i) Employee’s hiring by, employment with, association with or separation from the Company and/or ACRO or (ii) any event, series of events, occurrences, acts or failures relating in any way to any of the Released Parties occurring at any time up to the date of this Agreement (the “Release”). This Release specifically extends to, without limitation, any claims or causes of action for wrongful termination, breach of an express or implied contract, specifically including, but not limited to, the Agreement between Employee and the Company, dated June 13, 2003, concerning change in control benefits, breach of the covenant of good faith and fair dealing, breach of fiduciary duty, fraud, misrepresentation, defamation, slander, infliction of emotional distress, personal injury, loss of future earnings, and any claims under the California constitution, the United States Constitution and any applicable state and federal fair employment laws, federal equal employment opportunity laws and federal and state labor statues and regulations, including, but not limited to, the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended (the “ADEA”), the Older Workers Benefit Protection Act, as amended, the Fair Labor Standards Act, as amended, the Americans With Disabilities Act of 1990, as amended, the Rehabilitation Act of 1973, as amended, Section 806 of the Sarbanes-Oxley Act, the Worker Adjustment and Retraining Notification Act, as amended, the Employee Retirement Income Security Act of 1974, as amended, the Family and Medical Leave Act, the California Fair Employment and Housing Act, as amended, the California Family Rights Act, as amended, the California Labor Code Section 1400 et seq. and the Texas Labor Code; provided, however, that this Release does not extinguish any claims or rights under the Indemnification Agreement between Employee and the Company, dated June 13, 2003.

          4. WAIVER. Employee expressly waives all rights afforded by Section 1542 of the Civil Code of the State of California (“Section 1542”) with respect to the Released Parties. Section 1542 states as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Notwithstanding the provisions of Section 1542, and for the purpose of implementing a full and complete release, Employee understands and agrees that this Agreement is intended to include all claims, if any, which Employee may have and which Employee does not now know or suspect to exist in his favor against the Released Parties and that this Agreement extinguishes those claims.

          5. REVIEW AND REVOCATION RIGHTS. Employee understands that he is waiving his rights under the ADEA and thus:

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               a. Employee has been informed and understands and agrees that he has twenty-one (21) calendar days after receipt of this Agreement to consider whether to sign it.

               b. Employee has been informed and understands and agrees that he may change his mind and revoke this Agreement at any time during the seven (7) calendar days after this Agreement is signed, in which case none of the provisions of this Agreement will have any effect. Employee may revoke the Agreement by delivering a written notification of his revocation to: President and Chief Executive Officer, Genelabs Technologies, Inc., 1505 Penobscot Drive, Redwood City, CA 94063.

               c. Employee agrees that prior to signing this Agreement, he read and understood each and every provision of this Agreement and that he had the opportunity to consult with an attorney of his choosing regarding the effect of each and every provision of this Agreement.

               d. Employee acknowledges and agrees that he knowingly and voluntarily entered into this Agreement with complete understanding of all relevant facts, and that he was neither fraudulently induced nor coerced to enter into this Agreement.

          6. REPRESENTATIONS. Employee makes the following representations, each of which is an important consideration to the Company’s willingness to enter into this Agreement with Employee:

               a. Employee acknowledges that the Company is not entering into this Agreement because it believes that Employee has any cognizable legal claim against the Released Parties. If Employee elects not to sign this Agreement, the fact that this Agreement was offered in the first place will not be understood as an indication that the Released Parties believed Employee was discriminated against or treated unlawfully in any respect.

               b. Employee is aware that, by signing this Agreement, which includes a release and waiver of all claims, Employee is giving up any right to sue the Released Parties in court for any claims which Employee has or believes to have based upon any event which occurred on or before the date that this Agreement is signed. Employee also acknowledges that if any charge or complaint is filed by Employee or on Employee’s behalf with an administrative agency, court or in any other forum, Employee will not seek or accept any personal relief in such proceedings.

               c. Employee acknowledges that he has not filed any complaints or charges with any court or administrative agency against the Released Parties on or prior to the date of signing this Agreement, which have not been dismissed, closed, withdrawn or otherwise terminated on or prior to the date of this Agreement.

          7. NON-DISPARAGEMENT OF THE COMPANY. Employee agrees that he shall not, at any time, make, directly or indirectly, any oral or written statements that are disparaging of the Company, the products and services it offers or any of its partners, affiliates, successors, assigns, including any of its present or former officers, directors, partners, agents, or employees.

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          8. CONFIDENTIALITY; PROPRIETARY INFORMATION.

               a. Employee agrees not to discuss the terms of this Agreement or the circumstances surrounding his separation from the Company with any person or entity without the written consent of the Company or its successors, except in the case of his legal and tax advisors, members of his immediate family or to the extent required by law.

               b. Employee acknowledges and agrees that he continues to be bound by the terms and conditions of the Company Employee Invention and Confidentiality Agreement he signed in connection with his employment with the Company.

          9. GOVERNING LAW. This Agreement and all rights, duties and remedies hereunder shall be governed by and construed and enforced in accordance with the laws of the State of California, without reference to its choice of law rules.

          10. SEVERABILITY. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdictions. The Parties agree that all rights and obligations of the Parties hereunder shall be enforceable to the fullest extent permitted by law.

          11. THIRD-PARTY BENEFICIARIES. This Agreement is solely for the benefit of Employee and the Released Parties and shall not inure to the benefit of any other third parties.

          12. AMENDMENTS. This Agreement may not be amended or modified other than by a written instrument signed by the Company and Employee.

          13. DESCRIPTIVE HEADINGS. The section headings contained herein are for reference purposes only and shall not in any way affect the meaning or interpretation of this Agreement.

          14. COUNTERPARTS. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

          15. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding of the Parties relating to the subject matter hereof and merges and supersedes all prior discussions, agreements and understandings of every kind and nature between the Parties and neither party shall be bound by any term or condition other than as expressly set forth or provided for in this Agreement.

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          IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date set forth above.

GENELABS TECHNOLOGIES, INC.	EMPLOYEE
/s/ James A.D. Smith	/s/ Mumtaz Ahmed
James A.D. Smith	Mumtaz Ahmed, M.D., Ph.D.
President & CEO

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EX-10.2

Exhibit 10.2

CONSULTING AGREEMENT

Consultant: Mumtaz Ahmed

Effective Date: June 16, 2006

THIS AGREEMENT is by and between Genelabs Technologies, Inc. (“Genelabs”), a California corporation with its principal place of business at 505 Penobscot Drive, Redwood City, CA 94063 and Consultant.

     1. Engagement. Subject to the terms and conditions of this Agreement, Genelabs hereby engages Consultant to provide the personal consulting services described in Exhibit A (the “Services”) and Consultant agrees to such engagement. Consultant shall perform its services in a professional, efficient and thorough manner consistent with the standards of service demonstrated by similar consultants of similar expertise in the industry. Consultant agrees that its Services will coordinate with Genelabs’ protocols, security requirements, staff and specialized equipment. Consultant warrants that all materials supplied and work performed by it under this Agreement will comply with all applicable laws and regulations.

     2. Compensation. As full and complete compensation for the Services of Consultant, Genelabs shall pay Consultant in accordance with the schedule of payments or hourly or daily rate specified in Exhibit A. Compensation for Services will not exceed the maximum amounts specified in Exhibit A. Consultant will also be reimbursed for reasonable travel, food and lodging expenses incurred in performing the Services, up to the maximum amount specified in Exhibit A; provided that, all travel expenses must be in accordance with Genelabs travel policies and all expenses must be approved in advance by Genelabs. Consultant shall invoice Genelabs on a monthly basis for Services performed and expenses incurred during the preceding month. Invoices shall itemize compensation and expenses and include supporting documentation in form and detail sufficient for tax purposes. Genelabs shall pay all such complete invoices within thirty (30) days of receipt.

     3. Term of Agreement Unless otherwise specified in Exhibit A, this Agreement shall continue in force for one year from the Effective Date set forth below. Genelabs may terminate this Agreement upon prior written notice to Consultant. In the event this Agreement is terminated, Consultant shall promptly wind up its work, provide Genelabs with work-in-progress and comply with the requirements for return of property set forth in Section 5.4. If compensation has been advanced to Consultant, Consultant shall reimburse any amounts for which work not performed.

     4. Independent Contractor. Consultant enters into this Agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Contractor look to Genelabs as Consultant’s employer, partner, agent, or principal. Consultant shall have no authority to bind or speak for Genelabs except as may be specifically given in writing to Consultant from time to time. Consultant shall not be entitled to benefits accorded to Genelabs employees including, without limitation, worker’s compensation, disability insurance, health insurance, vacation, holidays or sick pay. Consultant shall be responsible for providing, at Consultant’s expense and in Consultant’s name, any disability, worker’s compensation or other insurance as well as any licenses and permits usual or necessary for conducting the Services hereunder. Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder including, without limitation, self-employment, income and estimated taxes. Consultant hereby indemnifies Genelabs for any costs or liabilities to Genelabs arising out of Consultant’s failure to pay all taxes applicable to Consultant’s compensation under this Agreement.

     5. Proprietary Information.

     5.1 “Proprietary Information” shall mean all Genelabs (or Genelabs affiliate) technology, trade secrets, know-how, inventions, improvements, information, documents, materials and other

property, whether of a technical, scientific, business, financial or other nature, furnished or disclosed to Consultant or obtained by Consultant in connection with the activities of Consultant under this Agreement, including information received by Genelabs from a third party. By way of illustration only and not limitation: information includes formulas, formulations, sequences, constructs, data, bioassays, costs, suppliers, profits, markets, sources of funds, research projects, plans for future experiments and developments, and failed experiments; documents include notebooks, memoranda, letters, papers, records, reports, data, software programs, search reports, electronic data recorded or retrieved by any means, drawings, sketches, schematics, models and prototypes; materials include samples of nucleic acids, proteins, tissue, cells, viruses, chemicals, and media. Proprietary Information shall not include information which is publicly known through no breach of this Agreement by Consultant, obtained from a third party without restriction who has the legal right to disclose the information to Consultant, or known to Consultant before entering into this Agreement as evidenced by Consultant’s written records predating this Agreement.

     5.2 Consultant shall maintain in confidence and shall not directly or indirectly, either during or after the term of this Agreement, (a) use any Proprietary Information for purposes except providing services to Genelabs, or (b) disclose to anyone outside of Genelabs any Proprietary Information without prior written authorization from a Genelabs employee having the authority to grant such authorization.

     5.3 This Agreement constitutes a limited license to Consultant to use Proprietary Information solely for the purpose of performing the Services under this Agreement. Proprietary Information shall not be used by Consultant in any research or other work that is or may be subject to employment, consulting, commercial licensing or contracted research obligations to another person or entity, unless written permission is first obtained by Consultant from Genelabs. Except for the limited license to use Proprietary Information to perform the Services, Consultant acknowledges that no license or other rights are granted to Consultant under this Agreement with respect to any existing or future, issued or pending patents, trade secrets or know-how of Genelabs or any Genelabs affiliate or licensee.

     5.4 Except to the extent necessary to perform the Services under this Agreement, all Proprietary Information shall remain on the Genelabs premises and be available for use and inspection at all times by Genelabs. Upon termination of this Agreement, or at the request of Genelabs prior to termination, Consultant shall promptly return all Proprietary Information Consultant may have to Genelabs, including all materials, property, documents, copies, summaries, or extracts, and, if requested by Genelabs, Consultant shall execute a certificate warranting that all Proprietary Information has been returned to Genelabs in accordance with this Agreement and erased from any electronic media used by Consultant.

     6. Intellectual Property Produced Under This Agreement.

     6.1 Genelabs shall have the worldwide right, without the payment of any additional compensation, to use, duplicate and disclose in any manner and for all purposes and to authorize others so to do, all data, writings, reports, or other information and items produced and delivered by Consultant to Genelabs under this Agreement.

     6.2 Consultant agrees that all technology, designs, plans, reports, specifications, drawings, schematics, prototypes, data, writings, models, materials, ideas, processes, computer programs, discoveries, innovations, inventions, improvements and other information and items conceived, created, developed, authored or reduced to practice by Consultant during the course of, and arising from the Services under, this Agreement (“New Developments”) shall be and hereby are assigned to Genelabs as its sole and exclusive property. Consultant shall promptly disclose to Genelabs all New Developments and shall treat New Developments as Proprietary Information, subject to all of the provisions set forth in section 5, above. Consultant agrees that Genelabs and its licensees shall have the sole and exclusive right, without further payment obligation, to use, disclose, commercialize and exploit the work product provided by Consultant to Genelabs.

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     6.3 At the request of Genelabs, during the term of this Agreement and thereafter, Consultant agrees to execute applicable U.S. and foreign patent and copyright papers covering any New Developments deemed by Genelabs to be patentable or otherwise registrable, including documents of inventorship, authorship, and assignment, as well as any documents that Genelabs may reasonably deem necessary or helpful in the prosecution of applications for patents or copyrights thereon or in connection with any litigation or controversy relating thereto. Should Genelabs be unable to secure Consultant’s signature on any document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any New Developments, Consultant hereby irrevocably appoints Genelabs and its duly authorized officers and agents as Consultant’s agent and attorney-in-fact, to execute and file any such document, and to do all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections with the same force and effect as if executed and delivered by Consultant. All expenses incident to the filing of applications, the prosecution thereof, the conduct of litigation, and other activities under this Section 6.3 shall be borne by Genelabs, and Consultant shall receive reasonable compensation for any services Consultant performs in obtaining, perfecting, maintaining and enforcing Genelabs’ interests in such New Developments.

     7. Conflicts of Interest.

     7.1 This Agreement is non-exclusive. However, during the term of this Agreement, Consultant shall not engage in any activity (whether as an individual, consultant, proprietor, joint venturer or in any other capacity) that involves the research, development, clinical trials, marketing or selling of products substantially similar to, or competitive with, any product under development by Genelabs in the field of Consultant’s Services under this Agreement.

     7.2 In performing the Services under this Agreement, Consultant shall not disclose to Genelabs or make any unauthorized use of trade secrets or other confidential or proprietary information or technology developed by or acquired from third parties. Consultant represents that Consultant’s performance of the terms of this Agreement and use of its work product by Genelabs and its licensees will not breach any duty which Consultant might owe to any third party, and that Consultant has not entered into any agreement, written or oral, in conflict with this Agreement.

     8. Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, exclusive of the choice of law rules, and venue for any action shall be the County of San Mateo, State of California.

     9. Miscellaneous. This Agreement, including the attached Exhibits which are hereby incorporated by reference, sets forth the entire agreement between the parties relating to its subject matter, and supersedes all prior written and verbal understandings and agreements, except any prior confidentiality agreements. This Agreement may be amended only by a writing signed by both parties. Consultant shall not assign any right nor delegate any obligations under this Agreement except with the prior written consent of Genelabs.

     10. Debarment Certification. Neither Consultant nor any person employed by Consultant has been debarred by the U.S. Food and Drug Administration (the “FDA”) under 21 U.S.C. § 335a, or has been disqualified by the FDA pursuant to 21 CFR § 312.70, and no debarred or disqualified person will in the future be employed by Consultant in connection with any work to be performed for or on behalf of Genelabs which may later become part of any application for approval of a drug or biologic by the FDA. If at any time after execution of this Agreement, Consultant becomes aware that Consultant or any person employed by Consultant is in the process of being debarred or disqualified, Consultant hereby certifies that Consultant will so notify Genelabs at once. If Consultant or its employee are or may be debarred, Genelabs may terminate this Agreement immediately.

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     11. Survival of Provisions. The following provisions shall survive termination of this agreement: Sections 4, 5 (for a period of ten (10) years after the termination of this Agreement), 6 and 8.

AGREED TO:

CONSULTANT		Genelabs Technologies, Inc.
/s/ Mumtaz Ahmed	By:	/s/ James A.D. Smith
		James A.D. Smith, President & CEO

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EXHIBIT A

Consultant’s Name: Mumtaz Ahmed, M.D., Ph.D.

Consultant’s Services:

To assist Genelabs in regulatory affairs issues on an as needed basis.

Term of the Agreement: 1 year from the Effective Date. Renewal upon mutual agreement.

Genelabs Contact, Dept., Cost Center: James Smith

Time to be Devoted to Services:

Consultant’s time spent on Genelabs’ projects shall be mutually agreed upon on a case by case basis.

Compensation:

Consultant will be paid at the rate of $145.00/per hour, but not for time spent in travel.

Consultant will be reimbursed for reasonable travel, food and lodging expenses incurred in performing the Services, provided that all travel and expenses have been approved in advance by the Genelabs contact person specified above.

In no event shall the total of all payments under this Agreement exceed $100,000.00.

Stock Options:

With respect to any stock options previously granted by Genelabs to Consultant for Genelabs stock, it is understood that Consultant’s services under this Consulting Agreement shall be considered service to Genelabs for purposes of continuing vesting of unvested options and that the Termination Date under section 2 of Consultant’s Option Agreement shall be the date that this Consulting Agreement terminates. As a result of this extension, all such stock options shall be nonqualified stock options.

This provision on Stock Options, is conditioned upon Consultant signing and not revoking the Separation Agreement and General Release between Consultant and the Company, dated June 15, 2006 (the “Separation Agreement”). In the event Consultant does not sign or revokes the Separation Agreement, this provision on Stock Options shall be void, however, all other provisions of this Consulting Agreement shall remain in full force and effect.

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