This Agreement, which includes the Restrictive Covenants, constitutes the entire understanding and agreement between the Company and the Executive with regard to all matters contained herein, incorporates and supersedes all prior and simultaneous agreements between the parties concerning the employment of the Executive by the Company.  The parties agree that the Stock Option Plan governs the terms of the Company’s stock options and if any provisions of this Agreement conflict with the terms of the Stock Option Plan, the terms of the Stock Option Plan shall govern.  The parties are not relying upon, and cannot rely upon, any prior or contemporaneous agreements, conditions, promises or representations, oral or written, express or implied, that are not expressly set forth herein.