This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  If any part of this Agreement is found to be unenforceable, the rest will remain in full force and effect.  This Agreement constitutes the entire agreement of the parties and supersedes all prior representations, proposals and communications, whether oral or in writing, in each case with respect to the subject matter contained herein.  This Agreement may be modified only in writing signed by both Consultant and Company.