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          (c) During the second eighteen months of the Term of Services, the
Consultant shall serve in the capacity as Chairman of such divisions or
subsidiaries and shall have the title of "Chairman".

          (d) The provision of services by the Consultant under the Agreement
shall not make the Consultant an employee of the Company or the Company's
divisions or subsidiaries engaged in the Business.

          2. Term of Services. The Consultant's "Term of Services", as used
herein, shall begin on the date hereof and shall end on the third anniversary of
such date.

          3. Compensation. For all services performed by the Consultant
pursuant hereto, the Company shall pay the Consultant $200,000 per year for the
first year of this Agreement, $150,000 per year for the second year of this
Agreement and $130,000 per year for the third year of this Agreement, payable in
accordance with the Company's usual payroll disbursement schedule for its
employees. Such compensation shall be in addition to any compensation that the
Consultant shall receive as a director of the Company.

          4. Reimbursement of Expenses. The Consultant shall be entitled to
reimbursement of all out-of-pocket expenses actually and reasonably incurred by
the Consultant in connection with his performance of services hereunder
("Expenses"), including but not limited to, reasonable travel expenses.
Requests for reimbursement of Expenses shall be submitted in such form as is
approved by the Company and shall be accompanied by receipts or similar
documentation evidencing the Expenses incurred.

          5. Duties and Responsibilities of the Consultant. During the Term of
Services, the Consultant shall perform his services hereunder in the capacities
determined by the Chief Executive Officer of the Company to the best of his
ability and with reasonable diligence. In determining the services to be
performed by the Consultant, the Chief Executive Officer of the Company shall
act in good faith and shall not assign duties and responsibilities to the
Consultant that are not appropriate or customary with respect to the position of
the Consultant hereunder. There shall be no limitations arising from this
Agreement on the other business and investment activities of Consultant.

          6. Intellectual Property. Any inventions arising out of the
performance of the services rendered by the Consultant pursuant to this
Agreement shall be the sole and absolute property of the Company. In
consideration for the benefits received under this Agreement and the Merger,
Purchase and Sale Agreement, the Consultant shall promptly and fully disclose to
the Company any and all inventions, improvements, or discoveries conceived,
developed or reduced to practice by the Consultant in connection with, or as a
result of, his services for the Company hereunder. The Consultant agrees to
assign to the Company or its nominee without further consideration, his entire
right, title, and interest, or such lesser interest as the Company may designate
in and to each and all of such inventions, improvements, or discoveries. The
Consultant further agrees to sign all

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