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               in effect on September 30, 1994, for the remaining Term of
               Employment, as if there had been no termination.

               All payments due to the Executive under this paragraph 5(a)(i),
               shall be made in regular installments in accordance with the
               general payroll practices of the Company unless the Board of
               Directors, in its sole discretion, elects to pay in lieu thereof
               a single lump sum payment. Any such lump sum payment shall equal
               the present value as of the date of distribution of the base
               salary to which he would be entitled for the remaining of Term of
               Employment if there had been no termination, as determined by
               using the interest rate assumption of ten percent (10%).
               Notwithstanding the foregoing, for purposes of Paragraph 10,
               payment in form of a lump sum shall not be deemed to accelerate
               the end of the period for which payment is received.

               During the remaining Term of Employment after the Executive's
               employment is terminated by the Company, the Executive shall
               provide such Services to the Company as are mutually agreeable to
               the Company and Executive.

               If, for any reason other than a Non-salary event, the Executive's
               Services hereunder shall be terminated by the Company during the
               Term of Employment, then the Company shall make arrangements to
               include Executive in Company's benefit plans through December 17,
               1998.

               As used herein, a "Non-Salary Event" shall mean termination for
               "Cause" (as defined in Paragraph 5(a)(iii)), death or "Total and
               Permanent Disability" (as defined in Paragraph 6).

           ii. For Cause. The Company may terminate the Executive's employment 
               for "Cause," as defined in Paragraph 5(a)(iii). In such event,
               all payments of compensation under this Agreement shall cease 
               immediately upon termination and the Executive thereafter shall
               be entitled to only that compensation described in Paragraph 3
               hereof, or through the date Executive is terminated for Cause.

          iii. Definition of Cause. The term "Cause" as used herein, means a 
               termination resulting from:

               A. the continuing and material failure by the Executive to 
                  fulfill his obligations under this Agreement or willful
                  misconduct or gross neglect in the performance of such duties,
                  in either such instances so as to cause material harm to the
                  Company, all of such facts to be determined in good faith by
                  the Board of Directors of the Company;

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