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          B. the Executive's committing fraud, misappropriation or embezzlement
             in the performance of his duties as an employee of the Company; or

          C. the Executive's commission of any felony for which he is convicted
             and which, as determined in good faith by the Board of Directors of
             the Company, constitutes a crime involving moral turpitude.

  b. Termination by Executive. If the Executive voluntarily resigns or otherwise
     terminates his employment with the Company, Executive shall be entitled to
     receive only such Compensation as he has earned up to and including the
     date of his termination and shall not be entitled to receive any additional
     amounts otherwise payable under the terms of this Agreement.

  c. Voluntary Termination Subsequent to Change of Control. If a "Change of
     Control" (as hereinafter defined) of the Company shall occur at any time on
     or after October 1, 1994, and the Executive shall elect to terminate his
     employment hereunder for "Good Reason" (as hereinafter defined) within the
     two-year period commencing on the date of the Change of Control, then the
     Executive shall be entitled to receive, and the Company shall be obligated
     to pay, the salary then being paid to him for the remaining Term of
     Employment as if there had been no termination and no automatic extension
     of the Term of Employment occurring after termination. An election by the
     Executive to terminate his employment under this Paragraph 5.c shall not be
     a breach of this Agreement. If a Change of Control occurs and the Executive
     does not terminate his employment for Good Reason within the two-year
     period commencing on the date of the Change of Control, then the provisions
     of Paragraph 5.a shall be applicable.

     i. A "Change of Control" shall be deemed to have occurred if any "Person,"
        including a "group" as determined in accordance with Section 13(d)(3)
        of the Securities Exchange Act of 1934, becomes the beneficial owner,
        directly or indirectly, of securities of the Company representing 30%
        or more of the combined voting power of the then outstanding securities
        of the Company.

    ii. A termination of employment is for "Good Reason" if it in any way 
        follows or results from:

         A. the assignment to the Executive of any duties materially 
            inconsistent with the Executives' duties immediately prior to the
            Change of Control or a substantial change in the Executive's
            reporting responsibilities as in effect immediately prior to the
            Change of Control, without the Executive's express written consent;
            or any removal of the Executive from or any failure to re-elect the
            Executive

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