Sample Business Contracts

Employment Contract - Unique Casual Restaurants Inc. and William H. Baumhauer

Employment Forms

  • Employment Agreement. Employers can customize an employment agreement that states the salary, benefits, working hours and other important provisions for their new or existing employee.
  • Consulting Agreement. Answer simple questions to build a contract with a consultant. Specify the services rendered, when payment is due, as well as IP rights.
  • Commission Agreement. Employers who compensate their sales employees based on commissions can prepare an agreement to reduce misunderstandings by specifying the base salary and how commissions are calculated.
  • Executive Employment Agreement. Companies may offer their business executives a contract that is different from the one provided to their regular employees. Executive employment agreements may be more complex because the compensation structure may include a combination of salary and commissions, provide for bonuses based on sales, stock or other financial targets, and include non-compete, confidentiality and severance provisions.
  • Sales Representative Contract. Independent sales representatives offer companies the potential to increase the sale of products or services without the burden of increasing headcount. Both parties should understand how commissions are calculated, when commissions will be paid, as well as how the representative will treat confidential information from the company and whether the representative may also sell a competing line of products or services.
  • More Employment Agreements

Sponsored Links

                               EMPLOYMENT CONTRACT

                  This EMPLOYMENT  CONTRACT (the "Contract") is made and entered
into as of the 24th day of June, 1999, by and between UNIQUE CASUAL RESTAURANTS,
INC.,  a Delaware  corporation,  having its  principal  place of business at One
Corporate Place, 55 Ferncroft Road, Danvers,  Massachusetts 01923 ("Employer" or
the "Company"),  and WILLIAM H. BAUMHAUER whose address is at 12528 Park Avenue,
Windermere, Florida 34786 ("Employee").

                  WHEREAS,  Employer is the parent of a wholly owned  subsidiary
(the  "Subsidiary"),   Champps  Entertainment,  Inc.,  a  Minnesota  corporation
("Champps")  (the term  "Employer"  to  include,  as the context  requires,  the
Subsidiary,  as well as any, all or none of the direct and indirect subsidiaries
of the Subsidiary (the Subsidiary and such other subsidiaries collectively,  the
"Subsidiaries")); and

                  WHEREAS, Employer wishes to employ Employee in the capacity of
its President  and Chief  Executive  Officer and Employee  wishes to accept such
employment; and

                  WHEREAS,  Employee  possesses  an  intimate  knowledge  of the
business and affairs of Employer, its policies, methods, personnel and problems;

                  WHEREAS,  the Board of  Directors  of Employer  (the  "Board")
recognizes  Employee's  potential  to  contribute  to the growth and  success of
Employer  and the  Subsidiaries  and desires to employ  Employee in an executive
capacity and to compensate him therefor; and

                  WHEREAS,  Employee is desirous of committing  himself to serve
Employer and the Subsidiaries on the terms herein provided.

                  NOW,  THEREFORE,  for  and  in  consideration  of  the  mutual
covenants  herein  contained  and  the  mutual  benefits  to be  gained  by  the
performance thereof, the parties hereto hereby agree as follows:

                  1.  Employment.  Employer hereby employs Employee and Employee
hereby accepts employment with Employer on the terms and conditions  hereinafter
set forth.

                  2. Term of Employment.  The commencement  date  ("Commencement
Date") of this Contract shall be June ___,  1999.  Subject to the provisions for
termination  hereinafter  provided,  the term (the "Employment  Period") of this
Contract shall extend from the Commencement  Date to the earlier to occur of (i)
the  consummation  of a sale of the Company or all or  substantially  all of the
Company's  assets and (ii) the expiration of two (2) years from the Commencement

                  3. Duties of Employee. Employee is hereby employed by Employer
as a full-time employee in the capacity of President and Chief Executive Officer
of  Employer.  Employee's  duties  shall  include,  but not be limited to, those
normally performed by a senior executive officer of equal rank in the restaurant
industry.  Employee  shall  comply  with  all of the  policies,  standards,  and
regulations  of Employer now or hereafter  promulgated.  Employer shall have the
right to assign  Employee  other  managerial  duties in  addition  to the duties
originally  assigned and specified above;  provided,  however, in no event shall
Employee  be  assigned,  without  Employee's  consent,  duties  other than those
reasonably  required of a President and Chief Executive  Officer of a restaurant
company.  In the  event  Employee  assumes  and  performs  duties  beyond  those
contemplated hereby to be within the scope of his employment,  and those that he
is required to perform  hereunder,  it is anticipated his  compensation  will be
equitably adjusted (but in no event adjusted downward).  Employee is employed by
Employer on a full-time  basis and Employee shall be required to devote his best
efforts and business  judgment,  productive  time,  ability and attention to the
business of Employer and the Subsidiaries  during the Employment Period.  During
the  Employment  Period,  Employee  shall not be engaged  in any other  business
activity  whether or not such business  activity is pursued for gain,  profit or
other pecuniary  advantage that will significantly  interfere with his duties as
President, Chief Executive Officer and, if so nominated and elected, Chairman of
the Board. With prior approval of the Board, Employee may serve on the boards of
directors of other companies.

                  4. Relocation.  Employee shall not be required to relocate his
city of residence  during the Employment  Period if (i) the Company's  principal
office remains in the Commonwealth of Massachusetts or(ii) the Company relocates
its principal office without the prior consent of Employee.

                  5.  Compensation.  For all  services  rendered  by Employee to
Employer and the  Subsidiaries  under this Contract,  Employee shall receive the
following compensation:

                           (a) As compensation for services  rendered under this
Contract for the term  commencing as of the date hereof,  Employee shall receive
an initial  annualized base salary of Four Hundred Thousand  Dollars  ($400,000)
(the "Base  Salary"),  payable  in  periodic  installments  in  accordance  with
Employer's usual practice for its senior executives.

                           (b) If a  sale  of the  Company  or a sale  of all or
substantially  all of the Company's  assets is consummated  within eighteen (18)
months of the Commencement  Date and Employee has not previously  terminated his
employment without Good Reason or been terminated for Cause, then Employee shall
have the right to compel the Company to purchase all of the outstanding  options
to purchase shares of the Company (the "Options") previously issued to Employee,
for an amount  equal to One Million Two Hundred  Thousand  Dollars  ($1,200,000)
minus (i) any  amounts  previously  paid to Employee  pursuant  to Section  5(a)
hereof and (ii) the gross proceeds received by Employee net of any cash exercise
price paid by Employee upon the exercise or other  disposition of any Options or
upon the sale or other  disposition  of any shares of Company  Common  Stock (as
defined below) received upon the exercise of any Options since the  Commencement

                  6.       Employee Benefits.

                           (a) Generally.  Employee shall be entitled to receive
all employee  benefits  generally  made  available to the senior  executives  of

                           (b)  Vacation.  Employee  shall be entitled to a paid
vacation  as  customarily  provided  to  other  senior  executives  employed  by
Employer. The times for such vacations shall be mutually agreed upon by Employee
and Employer, but such vacation shall not be cumulative from year to year during
the Employment Period. No payment shall be made for unused vacation time, unless
otherwise required by law.

                           (c)  Reimbursement  of  Business  Expenses.  Employee
shall be  reimbursed  for  reasonable  travel  and other  expenses  incurred  by
Employee  in  promoting  the  business  of  Employer  and the  Subsidiaries  and
performing his obligations  hereunder in accordance with the policies adopted by
the Employer.

                           (d)   Reimbursement   of  Relocation   Expenses.   If
Employer's  principal  office is relocated to a place greater than 50 miles from
Employee's current residence in Orlando,  Florida and, as a result,  Employee is
required  to  relocate  his  place  of  residence,   Employer  shall   reimburse
Employee(i)  on a grossed up basis  (taking into account the federal  income tax
liability  resulting  to  Employee  from  such  payments),  for  his  reasonable
out-of-pocket  moving expenses  incurred in such relocation,  including  without
limitation,  expenses relating to the relocation of Employee, his family and his
personal  property;  (ii) for Employee's  reasonable  out-of-pocket  expenses in
connection  with the selection of and transition to a new residence,  including,
without limitation,  expenses for travel,  lodging and meals for up to two trips
to the selection of a new residence,  expenses relating to the temporary storage
of Employee's  personal property for a period not to exceed 90 days and expenses
relating to temporary  lodging for a period not to exceed 90 days; and (iii) for
fifty  percent (50%) of any loss incurred by Employee in the sale of his current

                  7. Stock Options.  The Board will cause the expiration date of
all stock  options of the Company  held by Employee  and fully  vested as of the
Commencement  Date  to be  extended  to  June  30,  2001.  In  addition,  on the
Commencement  Date, the Company shall grant to Employee options (the "Additional
Options") to purchase  seven  hundred  fifty  thousand  (750,000)  shares of the
common stock of the Company, par value $0.01 per share ("Company Common Stock"),
at an exercise  price of Four Dollars  ($4.00) per share and with an  expiration
date of June 30, 2001. The Additional  Options shall vest in full on the earlier
of (i) a date  eighteen  (18)  months  from  the  Commencement  Date or (ii) the
consummation  of a sale  of the  Company  or  all  or  substantially  all of the
Company's assets.

                  8. Board of  Directors.  The  Company  shall take  appropriate
action to elect Employee to the Board, effective as of the Commencement Date. In
addition,  the Board presently intends to take appropriate  action such that (i)
during the Employment Period, the number of directors comprising the Board shall
not exceed five (5), (ii) a nominating  committee of the Board (the  "Nominating
Committee") shall nominate for election to the Board the following persons:  one
individual to be designated by Atticus Partners, L.P. (in addition to Timothy R.
Barakett and James S.  Goodwin) and one  individual to be designated by Employee
with the  consent  of the  Nominating  Committee,  and  (iii)  such  individuals
specified in the preceding clause shall be elected to serve on the Board.

                  9. Trade Secrets.  During the Employment Period, Employee will
have access to and become  familiar  with  Employer's  trade  secrets,  recipes,
business concepts,  marketing and related records and specifications,  which are
owned by Employer and which are regularly  used in the operation of the business
of Employer and the  Subsidiaries  (collectively,  "Confidential  Information").
Employee  hereby  agrees he shall not  disclose  any  Confidential  Information,
directly or  indirectly,  nor use it in any way,  either  during the  Employment
Period  or at any time  thereafter,  except  as  required  in the  course of his
employment with Employer and the Subsidiaries.  All files,  records,  documents,
drawings,  specifications,  equipment and other  similar  items  relating to the
business of Employer and the  Subsidiaries  shall remain the sole and  exclusive
property  of Employer  and the  Subsidiaries  and shall not be removed  from the
premises  of  Employer  under any  circumstances  whatsoever  without  the prior
written consent of Employer and shall not be reproduced or copied.

                  10.      Termination of Contract by Employer.

                           (a)  Termination  for  Cause.  This  Contract  may be
terminated by Employer at any time for Cause,  as hereinafter  defined.  For the
purposes  hereof,  the term "Cause" shall include:  (i) Employee's theft from or
fraud upon  Employer;  (ii)  Employee's  conviction of or pleading  guilty or no
contest to a felony;  (iii) Employee's willful violation of terms and conditions
hereof;  (iv)  Employee's  willful  disregard  or  neglect  in the  duties he is
required  to perform  under the terms  hereof;  or (v)  Employee's  willful  and
demonstrated  unwillingness  to prosecute  and perform such duties to the extent
deemed  reasonably  necessary and advisable,  which duties  encompass the duties
reasonably  required of a President and Chief Executive  Officer of a restaurant
company.  For purposes of clauses (iii),  (iv) and (v) above, no act, or failure
to act, on the Employee's part shall be deemed "willful" unless done, or omitted
to be done, by Employee  without  reasonable  belief that his act, or failure to
act,  was in the best  interest of  Employer.  Notwithstanding  anything in this
Agreement to the contrary,  Employee shall not be deemed to have been terminated
for Cause  unless and until there shall have been  delivered  to him a copy of a
resolution  duly  adopted by the Board at a meeting of the Board called and held
for such purpose (after  reasonable  notice to Employee and an  opportunity  for
him, together with his counsel, to be heard before the Board),  finding that, in
the good  faith  opinion  of the  Board,  Employee  was  guilty  of the  conduct
enumerated in any of clauses (i) through (v) above under the definition of Cause
and specifying the particulars thereof in detail. Upon such Cause, Employer may,
at its option,  terminate  this Contract by giving  written notice (a "Notice of
Termination") to Employee,  which  termination is without prejudice to any other
remedy  to  which  Employer  may be  entitled,  and  such  termination  shall be
effective as of the date said written notice is received by Employee.

                           (b) Termination  Without Cause. In the event Employer
shall terminate this Contract without Cause, as hereinabove  defined,  by Notice
of  Termination  to  Employee,  all  obligations  of  Employee  hereunder  shall
terminate upon receipt of such Notice of  Termination.  Nothing in this Contract
shall be construed as giving Employee the right to be retained as an employee of
Employer  or as  impairing  the  rights  of  Employer  to  terminate  Employee's

                  11.   Termination  of  Contract  by  Employee.   Employee  may
terminate his  employment  hereunder (a) for Good Reason,  or (b) at any time by
giving Notice of Termination to Employer at least  forty-five (45) days prior to
the  effectiveness  of such  termination.  For purposes of this Contract,  "Good
Reason" shall mean (i) any assignment to Employee of any duties other than those
contemplated  by, or any limitation of the powers of Employee in any respect not
contemplated by, this Contract, (ii) any removal of Employee from or any failure
to elect or re-elect  Employee to the position of  President or Chief  Executive
Officer  of  Employer,  except in  connection  with  termination  of  Employee's
employment for Cause, or (iii) a reduction in Employee's rate of compensation or
a reduction in Employee's  fringe  benefits;  provided,  however,  that Employer
shall have at least thirty (30) days to remedy the  existence of any Good Reason
for  termination  by Employee of which it is made aware,  whether in a Notice of
Termination or otherwise.

                  12.      Compensation Upon Termination.

                           (a)  Termination by Employer for Cause or By Employee
without Good Reason.  If Employee's  employment  shall be terminated by Employer
for Cause or  termination  by Employee  without Good Reason,  Employer shall pay
Employee  that  portion of his Base  Salary  which  accrued  through the date of
termination at the rate in effect at the time Notice of Termination is given and
Employer shall have no further  obligations to Employee under this Contract.  In
addition,  Employee shall forfeit any unvested Additional Options as of the date
of termination.

                           (b)  Termination  by  Employer  Without  Cause  or by
Employee with Good Reason.  If Employer shall  terminate  Employee's  employment
without Cause or Employee shall terminate his employment for Good Reason,  then:
(i) Employer  shall pay Employee  that portion of his Base Salary which  accrued
through the date of termination at the rate then in effect at the time Notice of
Termination  is given,  (ii)  Employer  shall  continue to pay Employee his Base
Salary at the rate and in accordance with its payment practices in effect at the
time Notice of  Termination  is given until such time as the  Employment  Period
would have ended pursuant to Section 2 had no Notice of  Termination  been given
and  (iii)  Employer  shall  make the  following  changes  with  respect  to all
outstanding  unexercised stock options held by Employee: (x) the date of vesting
and exercisability of all unexercised and unexpired stock options or other stock
based incentive awards shall be accelerated to the date of termination,  (y) the
period  during  which  all  unexercised  and  unexpired  options  which  are not
incentive  stock  options  ("NQSOs")  as defined in Section 422 of the  Internal
revenue Code (the "Code") may be exercised by Employee  shall be extended  until
the  expiration  date of such options,  and (z) if Employee so elects in writing
within  ninety  (90) days after the date of  termination,  all  unexercised  and
unexpired  options  which are  incentive  stock  options  ("ISOs") as defined in
Section 422 of the Code shall be converted  into NQSOs and shall thereby  become
eligible for the benefit described in clause (y) above as if they had been NQSOs
as of the date of termination.

                           (c) It is the intention of Employee and Employer that
no payments by  Employer to or for the benefit of Employee  under this  Contract
shall be  non-deductible  to Employer by reason of the operation of Section 280G
of the Code relating to parachute payments. Accordingly, and notwithstanding any
other provision of this Contract,  if by reason of the operation of Code Section
280G,  any such  payments  exceed the amount  which can be deducted by Employer,
such  payments  shall be reduced to the maximum  amount which can be deducted by
Employer.  To the  extent  that there is more than one  method of  reducing  the
payments  (including  by way of  elimination  or  reduction  of the  changes  to
Employee's  options described in clause (b)(iii) above) to bring them within the
limitations of Code Section 280G, Employee shall determine which method shall be
followed,  provided  that if Employee  fails to make such  determination  within
forty-five (45) days after Employer has sent Employee written notice of the need
for such  reduction,  Employer may determine the method of such reduction in its
sole discretion.

                  13.  No  Mitigation.   Employer  agrees  that,  if  Employee's
employment by Employer is terminated during the term of this Contract,  Employee
is not required to seek other  employment or to attempt in any way to reduce any
amounts payable to Employee by Employer pursuant to Section 12 hereof.  Further,
the amount of any payment  provided for in this Contract shall not be reduced by
any  compensation  earned by  Employee  as the result of  employment  by another
employer,  by retirement  benefits,  by offset  against any amount claimed to be
owed by Employee to Employer or otherwise.

                  14. Settlement and Arbitration of Disputes. Any controversy or
claim arising out of or relating to this Contract or the breach thereof shall be
settled   exclusively  by  arbitration  in  accordance  with  the  laws  of  the
Commonwealth  of  Massachusetts  by  three  arbitrators,  one of whom  shall  be
appointed  by  Employer,  one  by  Employee  and  the  third  by the  first  two
arbitrators.  If the first two arbitrators  cannot agree on the appointment of a
third  arbitrator,  then the third arbitrator shall be appointed by the American
Arbitration  Association  in the  City of  Boston.  Such  arbitration  shall  be
conducted  in the City of Boston in  accordance  with the rules of the  American
Arbitration Association for commercial arbitrations,  except with respect to the
selection of arbitrators which shall be as provided in this Section 14. Judgment
upon the award  rendered by the  arbitrators  may be entered in any court having
jurisdiction thereof.

                  15.  Non-Competition   Agreement.   In  consideration  of  the
payments made by Employer to Employee  hereunder,  Employee covenants and agrees
that (a) during the Employment Period, Employee shall not directly or indirectly
engage or be interested in any business as owner, officer,  director,  employee,
consultant or otherwise which is in competition with the business of Employer or
any of the  Subsidiaries  and (b)  during  the  Employment  Period,  and  unless
Employee's  employment  is terminated by Employee for Good Reason or by Employer
without Cause, for a period of one (1) year after the termination of his service
to Employer,  Employee  shall not directly or indirectly  solicit or endeavor to
entice away,  offer  employment to or employ,  or offer or conclude any contract
for personal  services  with, any person who during the preceding six (6) months
was an employee of Employer. However, the restrictions in clause (a) above shall
not prevent  Employee from owning or dealing in securities of any corporation or
other  entity  which are traded on any  national  securities  exchange or in the
over-the-counter  market,  and the  restrictions  in clause (b)  prohibiting the
employment of any person who during the preceding six (6) months was an employee
of Employer  shall not apply with  respect to Employee  who,  without  otherwise
breaching clause (b) (by soliciting or enticing away a former employee), hires a
former employee who has voluntarily  left the employ of Employer or who has been
terminated involuntarily by Employer.

                  16. Injunctive Relief. Employee irrevocably  acknowledges that
any  violation of this Contract will cause  Employer  immediate and  irreparable
harm  and that  the  damage  that  Employer  will  suffer  may be  difficult  or
impossible to measure. Therefore, upon any actual or impending violation of this
Contract,  Employer  shall be entitled to the issuance of a  restraining  order,
preliminary or permanent injunction, without bond, restraining or enjoining such
violation by Employee or any entity or person  acting in concert with  Employee.
Such remedy shall be  additional  to and not in  limitation  of any other remedy
which may otherwise be available to Employer.

                  17.  Relationship  of the  Parties.  The parties  acknowledge,
agree and recognize that the Board shall manage the business affairs of Employer
and that the  relationship  of Employer  and  Employee  is that of employer  and
employee and any other relationship is hereby expressly disclaimed.

                  18. Assignment; Obligations of Successor. Neither Employer nor
Employee may make any  assignment  of this Contract or any interest  herein,  by
operation of law or otherwise,  without the prior  written  consent of the other
party,  and without such consent any attempted  transfer  shall be null and void
and of no effect.  This  Contract  shall  inure to the benefit of and be binding
upon   Employer  and   Employee,   their   respective   successors,   executors,
administrators,  heirs and permitted  assigns.  In the event of Employee's death
after  termination  of employment but prior to the completion by Employer of all
payments  due Employee  hereunder,  Employer  shall  continue  such  payments to
Employee's  beneficiary designated in writing to Employer prior to his death (or
to his estate, if Employee fails to make such  designation).  In addition to any
obligations imposed by law upon any successor to Employer, Employer will use its
best efforts to require any successor (whether direct or indirect,  by purchase,
merger,  consolidation or otherwise) to all or substantially all of the business
or assets of Employer to expressly  assume and agree to perform this Contract in
the same  manner and to the same  extent  that  Employer  would be  required  to
perform if no such succession had taken place.

                  19. Notices.  Any notice to be given hereunder by either party
to the other must be in writing and may be effective either by personal delivery
or by certified  mail,  postage  prepaid with return receipt  requested.  Mailed
notices  shall be  addressed  to the parties at the  addresses  appearing in the
introductory   paragraph.   Notices   delivered   personally   shall  be  deemed
communicated  as of the actual receipt  thereof;  mailed notices shall be deemed
communicated and received three (3) days after the mailing of same.

                  20. Invalid Provisions.  The invalidity or unenforceability of
a particular  provision of this Contract shall not affect the  enforceability of
any other provisions hereof and this Contract shall be construed in all respects
as if such invalid or unenforceable provisions were omitted.

                  21.  Amendments  to the  Contract.  This  Contract may only be
amended in writing by an agreement executed by both parties hereto.

                  22.  Law  Governing  Contract.   This  Contract  is  made  and
performable in the Commonwealth of  Massachusetts,  and shall be construed under
the laws of the Commonwealth of Massachusetts.

                  23. Indemnity.  Employer shall indemnify Employee and hold him
harmless  for any acts or decisions  made by him in good faith while  performing
services for Employer as a director,  employee  and/or agent of Employer and, in
addition  thereto,  shall use its best efforts to obtain insurance  coverage for
him under any insurance  policy now in force or hereinafter  obtained during the
Employment  Period  covering  the officers  and  directors  of Employee  against
lawsuits as director,  employee and/or agent of Employer.  Employer will pay all
expenses,  including  attorney's  fees,  actually  and  necessarily  incurred by
Employer in connection with the defense of any action,  suit or proceeding,  and
in connection  with any appeal  thereon,  including the costs of an out-of-court
settlement  previously  approved  by  Employer,  with  respect  to any  acts  or
decisions  which  Employee  shall  have  performed  or  made in  good  faith  in
performing services for Employer; provided, however, that Employer's obligations
under the terms of this  paragraph  are  subject to any  limitations  imposed by
Employer's Certificate of Incorporation and By-Laws and applicable state law.

                  24.  Construction.  Waiver by any party  hereto of a breach of
any provision of this Contract  shall not operate or be construed as a waiver of
any subsequent breach of any party. This Contract shall not be assignable except
as provided in Section 18 above.  Subject to the prohibition  against assignment
of this Contract,  the terms and conditions herein shall inure to the benefit of
and be  binding  upon the  Parties  hereto,  their  successor,  heirs  and legal

                  25.  Litigation and Regulatory  Cooperation.  During and after
Employee's employment,  Employee shall reasonably cooperate with Employer in the
defense or prosecution of any claims or actions now in existence or which may be
brought in the future against or on behalf of Employer which relate to events or
occurrences  that  transpired  while  Employee is or was  employed by  Employer.
Employee's  reasonable  cooperation  in  connection  with such claims or actions
shall  include,  but not be limited to, being  available to meet with counsel to
prepare for  discovery or trial and to act as a witness on behalf of Employer at
mutually convenient times. During and after Employee's employment, Employee also
shall reasonably cooperate with Employer in connection with any investigation or
review  of any  federal,  state  or  local  regulatory  authority  as  any  such
investigation  or review relates to events or occurrences  that transpired while
Employee was employed by Employer.  Employer  shall, at the request of Employee,
pay in advance any  out-of-pocket  expenses  that  Employee  would  otherwise be
required to incur in connection with  Employee's  performance of its obligations
pursuant  to this  clause,  and  shall  reimburse  Employee  for any  reasonable
out-of-pocket  expenses incurred by Employee that were not so paid in advance by

                  26.  Entire  Agreement.  This Contract will be effective as of
June ___, 1999, and upon such effectiveness will contain the entire agreement of
the parties hereto and supersede any and all prior agreements,  oral or written,
and  negotiations  between  said parties  regarding  the subject  matter  herein

                  IN WITNESS  WHEREOF,  the parties have  executed this Contract
this day and year first above written.

EMPLOYER                                               EMPLOYEE

By: ____________________________                       _______________________
                                                       William H. Baumhauer