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Employment Agreements and Other Incentive Plans

     Effective as of March 15, 1991, the Company entered into employment
agreements with Messrs. Lassiter, Bowersox, Migura and Williams. Each of these
agreements provides for continuing employment of the executive in his current
position or one comparable in scope at a compensation level at least equal to
the executive's current level of compensation. Each agreement will terminate on
the date occurring three years after the Company provides notice of termination
to the executive. However, if employment is terminated by the Company for cause,
or if employment terminates as the result of the executive's death, total and
permanent disability or voluntary resignation, the executive's salary will cease
as of the end of the month in which such event occurred. If the Company
terminates the executive's employment for any other reason, the Company will be
obligated to continue to pay the salary then being paid to the executive for a
three-year period.

     Under each of these employment agreements, the executive would also
continue to receive his salary for a three-year period following a termination
of employment under certain circumstances occurring within two years after a
change of control. Such circumstances include a substantial change in the
executive's duties or reporting responsibilities; a reduction in salary,
participation in benefit plans or other employment benefits; or a required
change in principal place of employment. A change in control under the
employment agreements is deemed to have occurred if any person or group becomes
the beneficial owner of securities of the Company representing 30% or more of
the combined voting power of the then-outstanding securities of the Company. In
July 1992, Malcolm I. Glazer reported the acquisition of beneficial ownership of
approximately 41% of the Company's Common Stock.

     Each of these employment agreements provides that all payments to be made
thereunder shall be reduced as necessary such that the present value of all
parachute payments, as defined under federal tax laws, will be one dollar less
than three times the executive's base amount of salary, so as to avoid the
excise taxes on the executive or the disallowance of a tax deduction by the
Company.

     Effective as of September 30, 1992 Cimarron entered into an employment
agreement with Robert W. Jackson (the "Jackson Agreement"). The Jackson
Agreement provides for Mr. Jackson's continuing employment as president, chief
executive officer and director of Cimarron for a period of five years. However,
if Mr. Jackson's employment is terminated for cause, his salary will cease as of
such date. If Mr. Jackson's employment is terminated by death or total or
permanent disability, his salary will cease as of the end of the month in which
such event occurs. If Mr. Jackson's employment is terminated without cause,
Cimarron will be obligated to pay the salary then being paid for the remainder
of the term of the Jackson Agreement.

     In the event that Mr. Jackson voluntarily resigns for "good reason,"
Cimarron is obligated to continue to pay the salary then being paid for the
remainder of the term of the Jackson Agreement. "Good reason" is defined as (i)
the assignment to Mr. Jackson of any duties materially inconsistent with his
position, a substantial change in his reporting responsibilities or the failure
to re-elect him as president, chief executive officer or director of Cimarron;
(ii) a reduction in Mr. Jackson's base salary or benefits; (iii) the transfer of
Mr. Jackson; or (iv) a material breach by Cimarron of the Jackson Agreement. If
Mr. Jackson voluntarily resigns without good reason, his salary will cease as of
the date of resignation.

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