William Norwalk, Transferee, et al. - Page 5

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                    5.  The term of employment shall be five years                    
               from the date specified in Schedule A attached to this                 
               Agreement, subject to the following conditions:                        
                         (a)  This Agreement may be terminated at any                 
               time by mutual agreement in writing of the Corporation                 
               and Employee.                                                          
                         (b)  Employee shall have the absolute right                  
               to unilaterally terminate this Agreement by providing                  
               the Board of Directors with written notice of                          
               termination and, in that case, termination shall occur                 
               upon the expiration of ninety (90) days after the date                 
               of the notice.                                                         
               *     *     *     *     *     *    *                                   
                         (h)  Either party may terminate this                         
               Agreement after the expiration of 15 months by giving                  
               the other 30 days written notice.                                      
                                RESTRICTIVE COVENANT                                  
                    6.  Employee agrees that during the term of this                  
               Agreement he will not engage in any other business                     
               duties or pursuits whatsoever, directly or indirectly,                 
               except activities approved in writing by the Board of                  
               Directors, directorships in companies not in                           
               competition with the Corporation, and passive personal                 
               investments.  Furthermore, Employee will not, directly                 
               or indirectly, acquire, hold, or retain any interest in                
               any business competing with or similar in nature to the                
               business of the Corporation, and will not own or hold                  
               to any substantial degree any securities in any company                
               competing with the Corporation.                                        
               *     *     *     *     *     *    *                                   
                              DISCLOSURE OF INFORMATION                               
                    8.  Employee recognizes and acknowledges that the                 
               list of the Corporation's clients, as it may exist from                
               time to time, is a unique asset of the Corporation's                   
               business.  Employee will not, during or after the term                 

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