EXECUTIVE EMPLOYMENT, NON-DISCLOSURE AND NON-COMPETITION AGREEMENT

          AGREEMENT entered into this ____________ (the "Execution

Date") by and between __________ (the "Company") and _________ ("Executive").

          WHEREAS, Executive is employed by the Company and the parties desire

to continue Executive's employment upon the terms set forth in this Agreement.

          NOW, THEREFORE, in consideration of Executive's employment by the

Company, the compensation received by Executive from time to time hereunder, and

the mutual promises and covenants contained herein, the parties agree as follows:

1. Duties and Term.

         (a) Subject to the terms of this Agreement, the Company hereby agrees to continue to employ Executive, and Executive agrees to continue to be employed, in the position of Executive Vice President and Chief Financial Officer of the Company (the Executive Vice President title is not a condition of employment and its change or removal by the Company shall not constitute a breach of this Agreement). Executive shall, to the best of his ability, devote his full time and best efforts to the performance of his duties hereunder and the business and affairs of the Company in accordance with the instructions and directions of the Board of Directors of the Company (the "Board") and the Chief Executive Officer of the Company in all matters and, in doing so, shall duly and faithfully perform and observe any and all rules and policies which the Company may now or shall hereafter establish governing the conduct of its business; provided, however, that Executive may (i) serve on civic or charitable boards or committees; and (ii) with the approval of the Chief Executive Officer of the Company, serve on corporate boards or committees.

         (b) Subject to the terms of this Agreement, the term of this Agreement shall be for the period set forth in Section 1 of Exhibit A, attached hereto and incorporated herein. The initial term (and any subsequent term) shall automatically extend for an additional one (1) year term, unless notice of termination as of the end of the then-current term is provided by either Executive or the Company, in either case at least one hundred eighty (180) days prior to the end of the then-current term (the initial and any subsequent term is referred to herein as the "Employment Term"). Notwithstanding the foregoing, Executive or the Company may terminate Executive's employment at any time with or without Cause (as defined in Section 3(d) of the Agreement), subject to the severance obligations described in Sections 3 and 4 of the Agreement. The Company or the Executive (as the case may be) must provide the other with at least one-hundred and eighty (180) days advance written notice of termination; provided that, such notice is not required from the Company if it is terminating

Executive's employment for Cause; and further provided that, if Executive's employment is terminated by the Company without Cause, the Company shall have a discretionary right, but not an obligation, to waive all or any part of its notice obligation by paying Executive his Base Salary and pro-rated Annual Bonus (as defined in Section 2 of Exhibit A) for the notice period waived.

2. Compensation.

In consideration of the services to be performed under this Agreement, Executive shall receive Base Salary and bonus payments, as specifically set forth in Section 2 of Exhibit A, all of which are subject to withholding and other applicable taxes and paid in accordance with the Company's standard payroll practices. In addition, Executive is eligible to receive various other compensation payments, as well as participation in the Company's employee benefit plans, as specifically set forth in Section 2 of Exhibit A.

 END OF PREVIEW