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or  partial  exercise of  any such  right,  remedy or  power, preclude any  further  exercise thereof  or the
               exercise of any other right, remedy or power.


                       12.    Employment Status.   Your salary and benefits  and any other amount paid to you by
               Blackstone hereunder shall be paid to you as an employee of Blackstone.  You covenant and agree that
               you will pay all U.S. federal, state, local and foreign taxes on the amounts payable hereunder.  Amounts
               payable hereunder are subject to withholding of U.S. federal, state, local and foreign taxes to the extent
               Blackstone determines such withholding is applicable.

                       13.    Governing Law.  This Agreement shall be governed by and construed in accordance with
               the laws of the State of New York.


                       14.    Counterparts.  This Agreement may be executed in any number of counterparts, each of
               which shall be an original and all of which shall constitute one and the same instrument.


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