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       the terms and conditions thereof. The Executive also shall be entitled
       to participate in any group insurance, hospitalization, medical health
       and accident, disability or similar plan or program established by the
       Company, pursuant to the terms and conditions thereof.

   c.  The Executive shall participate in such stock plans as the Company may 
       have and shall be eligible to participate in other long-term incentive
       compensation plans which are extended by the Company during the Term of
       Employment to executives of the Company exercising comparable
       responsibilities and receiving comparable compensation.

4. Duties and Responsibilities of the Executive. During the Term of Employment,
   the Executive shall devote his efforts full time to the business of the
   Company and its subsidiaries and perform the duties and responsibilities
   assigned to him by the Chief Operating Officer and the Board of Directors to
   the best of his ability and with reasonable diligence. In determining the
   Executive's duties and responsibilities, the Chief Operating Officer and the
   Board of Directors shall act in good faith and shall not assign duties and
   responsibilities to the Executive that are not appropriate or customary with
   respect to the position of the Executive hereunder. Such duties and
   responsibilities collectively are referred to as "Services."

5. Termination of Employment.

    a. Termination by the Company.

       i. Without Cause. If, for any reason other than a "Non-Salary Event" (as 
          defined herein), (a) the Executive's employment hereunder is
          terminated by the Company, (b) the Executive's annual base salary is
          reduced below his base salary as of October 1, 1994, or (c) the
          Executive's title and responsibilities are diminished during the Term
          of Employment and before October 1, 1995, the Executive shall be
          entitled to receive, and the Company shall be obligated to pay, his
          base salary in effect at the time of the termination until October 1,
          1995; thereafter, Executive shall be entitled to receive, and the
          Company shall be obligated to pay, his base salary in effect on
          September 30, 1994, for the remaining Term of Employment, as if there
          had been no termination.

          If, for any reason other than a Non-Salary Event (a) the Executive's
          employment hereunder is terminated by the Company, (b) the Executive's
          annual base salary is reduced below his base salary as of October 1,
          1994, or (c) the Executive's title and responsibilities are diminished
          during the Term of Employment and on or after October 1, 1995, the
          Executive shall be entitled to receive, and the Company shall be
          obligated to pay, his base salary

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