THIS SEPARATION AGREEMENT ("Separation Agreement"), is made and entered into as of March 23,
2000, by and between R. Kenneth Merkey, an individual residing in the State of Connecticut ("Merkey"), and
AVANA DEVELOPMENT GROUP, INC., a Georgia corporation (the "Company").
WHEREAS, Merkey and the Company are each parties to that certain Employment Agreement dated as of
January 15, 2000 (the "Employment Agreement") pursuant to which Merkey is serving as Senior Vice President -
Business Development of the Company;
WHEREAS, Merkey and the Company agree that Merkey's service as Senior Vice President - Business
Development of the Company should be ended; and
WHEREAS, Merkey and the Company desire to resolve fully and finally all issues between them that arise or
may arise out of the cessation of Merkey's service with the Company.
NOW THEREFORE, in consideration of the premises and mutual promises herein contained and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:
1. Resignation. Merkey and the Company agree that effective as of 5:00 p.m. Eastern Time on March 23, 2000
(the "Termination Date"), Merkey shall, and hereby does, voluntarily and permanently resign his positions as
Senior Vice President - Business Development of the Company. Concurrently herewith, Merkey is executing and
delivering to the Company a letter of resignation in the form attached as Exhibit 1 hereto (the "Resignation
Letter"). Each of the Company's obligations under this Separation Agreement is subject to the execution and
delivery to the Company by Merkey of this Separation Agreement and the Resignation Letter. This Separation
Agreement shall be effective upon such execution and delivery by Merkey and execution of this Separation
Agreement by the Company.
2. Payments and Benefits.
(a) Payroll Continuation. Notwithstanding the Termination Date, the Company shall continue Merkey o