B. Successors and Assigns.11.2.  Successors and Assigns. This agreement is intended to bind and inure to the benefit of and be enforceable by the Parties, and there respective successors, assigns, heirs, executors and administrators; provided, that neither party may assign any duties or her rights hereunder without the written consent of the other party.

C. Waiver and Amendment.11.3. Waiver and Amendment. Neither party may waive any of the terms or conditions of this Agreement, nor may this Agreement be amended or modified, except by a duly signed writing referring to the specific provision to be waived, amended or modified.

D. Entire Agreement.11.4. Entire Agreement. This Agreement constitutes the entire agreement with respect to the subject matter hereof, and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto and their affiliates.

E. Severability.11.5 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such a jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

F. Governing Law.11.7. Governing Law. This Agreement shall be governed by the laws of the state of NEW YORK, without regard to its conflicts of law provisions.

G. Voluntary Execution of Agreement.11.12 Voluntary Execution of Agreement. This Agreement is executed voluntarily and without any duress or undue influence on the part or behalf of the Parties, with the full intent of releasing all claims. The Parties acknowledge that:

                     they have read this Agreement;

                    (ii) they have been represented, or, in the alternative, have had the opportunity to obtain representation, in the preparation, negotiation, and execution of this Agreement by legal counsel of there own choice;

                    (iii) they understand the terms and consequences of this Agreement and of the releases it contains:

                    and

                    (iv) they are fully aware of the legal and binding effect of this Agreement.

H. Counterparts/Electronic Signatures.11.13. Counterparts/Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed as original but all of which shall constitute one and the same instrument. For purposes of this Agreement, use of a facsimile, e-mail or other electronic medium shall have the same force and effect as an original signature.   

    General Agreement                                                                                                                                                               Page 2 of 3