Sample Business Contracts

Executive Employment Agreement - TASER International Inc. and Kathleen C. Hanrahan

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         THIS EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into this 15th day of November, 2000, to be effective as of November 15,
2000 between TASER International, Incorporated (the "Company"), located at 7339
East Evans Road, Scottsdale, Arizona 85260 and Kathleen C. Hanrahan (the
"Executive"), residing at 6714 West Columbine Drive, Peoria, AZ 85381.


         WHEREAS, the Company wishes to provide for the continued employment of
Executive as its Chief Financial Officer for the term, and on the conditions,
set forth herein; and

         WHEREAS, Executive desires to be assured of certain minimum
compensation from Company for Executive's services during the term hereof and to
be protected, and compensated, in the event of any change in the control
affecting the Company; and,

         WHEREAS, Company desires reasonable protection of Company's
confidential business and technical information which has been developed by the
Company in recent years at substantial expense.

         NOW, THEREFORE, in consideration of the mutual promises contained
herein, the Company and Executive each intend to be legally bound, covenant and
agree as follows:

1.       EMPLOYMENT. Upon the terms and conditions set forth in this Agreement,
Company hereby employs Executive as its Chief Financial Officer, and Executive
accepts such employment. Except as expressly provided herein, the termination of
this Agreement by either party shall also terminate Executive's employment by

2.       DUTIES. Executive shall devote her full-time and best efforts to the
Company and shall fulfill the duties of her position which shall include such
duties as may, from time to time, be assigned to him by the Board of Directors
of the Company, provided such duties are reasonably consistent with Executive's
education, experience and background.

3.       TERM. Subject to the provisions of Sections 6 and 11 hereof,
Executive's employment shall commence on the effective date hereof ("Employment
Date") and continue through November 14, 2002, but shall be automatically
extended, unless otherwise terminated in accordance herewith, for an additional
two (2) year term commencing on November 15, 2002 through November 15, 2004, and
thereafter, shall be automatically extended for additional consecutive two (2)
year terms on each November 15, thereafter, unless either party gives written
notice to the other of termination in accordance herewith. In any event, the
Agreement shall automatically terminate, without notice, when Executive reaches
70 years of age. If employment is continued after the age of 70 by mutual
agreement, it shall be terminable at will by either party.

<PAGE>   2
         (a)      2000-2002 Annual Base Salary. For services rendered under this
                  Agreement during the first year (November 15, 2000 through
                  November 14, 2002) of this Agreement, Company shall pay
                  Executive a minimum Base Salary ("Base Salary") (Base Salary
                  shall mean regular cash compensation paid on a periodic basis
                  exclusive of any and all benefits, bonuses or other incentive
                  payments made or obligated by Company to Executive hereunder)
                  at an annual rate of $75,000, payable in accordance with
                  existing payroll practices of the Company. On November 15,
                  2001, Executive's Base Salary shall be increased at the
                  discretion of the Board of Directors based on performance. In
                  subsequent years, based upon extensions of this Agreement,
                  Executive's Base Salary shall be adjusted annually based upon
                  a performance and compensation review conducted by the
                  Compensation Committee of the Company's Board of Directors,
                  and negotiated and mutually agreed to, in good faith, between
                  Executive and the Company's Board of Directors. Such review
                  will be based upon both individual and Company performance and
                  shall be completed by December 15 of each subsequent year. The
                  foregoing 2000-2002 minimum Base Salary for Executive shall
                  not prohibit Company's Board of Directors (or the Compensation
                  Committee of Company's Board of Directors ), to set
                  Executive's Base Salary during such initial two (2) year term
                  at an annual rate greater than that prescribed above; however,
                  in no instance shall Executive's Base Salary be less than that
                  set forth above.

         (b)      Annual Year-End Cash Bonus. Executive shall also be eligible
                  to earn an annual year-end cash bonus which shall be
                  determined by a review at the discretion of the Company's
                  Board of Directors.

         (c)      Fringe Benefits. In addition to the compensation and incentive
                  payments payable to Executive as provided in Sections 4(a) and
                  (b) above:

                  (i)      Vacation. Executive shall be entitled to four (4)
                           weeks paid vacation each calendar year. All such paid
                           vacation shall accumulate, so that if Executive's
                           full vacation is not taken in a particular calendar
                           year, any unused portion shall be carried into
                           subsequent years; however, such accumulation shall
                           not exceed an aggregate of four (4) calendar weeks.

                  (ii)     Long Term Disability. The Company shall also maintain
                           (so long as such insurance is available at
                           commercially standard rates) long-term disability
                           policy on Executive providing for the payment to age
                           65 of benefit equivalent to seventy percent (70%) of
                           Executive's annual Base Salary in the event Executive
                           becomes permanently disabled as defined in Section

<PAGE>   3
                  (iii)    Other Benefits. The Executive shall be entitled to
                           participate in all other benefit programs offered by
                           the Company to its full-time executive employees,
                           including, but not limited to, health, medical,
                           dental and eye care; Southwest Airlines travel
                           benefits; retirement benefits through the Company's
                           pension and/or profit sharing plans; sick leave
                           benefits; and accidental death and dismemberment

5.       BUSINESS EXPENSES. The Company shall, in accordance with, and to the
extent of, its policies in effect from time to time, bear all customary business
expenses (including the advancement of certain expenses) incurred by the
Executive in performing her duties as an executive of the Company, provided that
Executive accounts promptly such expenses to Company in the manner prescribed
from time to time by the Company.

6.       TERMINATION. Subject to the respective continuing obligations of the
parties pursuant to Sections 7, 8, 9, 10,11, 12 and 13, this Agreement may be
terminated prior to the expiration of its then remaining applicable term only as

         (a)      By the Company. The Company may terminate this Agreement under
                  the following circumstances:

                  (i)      For "Cause". Company may terminate this Agreement on
                           thirty (30) days written notice to Executive for
                           "cause", including, fraud, misrepresentation, theft
                           or embezzlement of Company assets, material
                           intentional violations of law or Company policies, or
                           a material breach of the provisions of this
                           Agreement, including specifically the repeated
                           failure to perform her duties as required by Section
                           2 hereof after written notice of such failure from
                           Company; however, in the event of termination related
                           to Executive's performance, Executive's termination
                           shall only be effective upon the expiration of a
                           sixty (60) day cure period following a lack of
                           corrective action having been undertaken by Executive
                           during said cure period.

                  (ii)     Without "Cause". The Company may terminate this
                           Agreement upon six (6) months written notice without
                           "cause." The Base Salary compensation due and owing
                           by the Company to Executive following either of such
                           early terminations of this Agreement shall be paid as
                           set forth at Section 7(a)(iv) hereof.

         (b)      Death and Disability.

                  (i)      Death. If Executive should die during the term of
                           this Agreement, this Agreement shall thereupon
                           terminate; provided, however, that the Company shall
                           pay to the Executive's beneficiary or estate the
                           compensation provided in Section 7(a)(ii) below.

<PAGE>   4
                  (ii)     Permanent Disability. In the event the Executive
                           should become permanently disabled during the term of
                           this Agreement, this Agreement shall also terminate.
                           For the purposes hereof, a permanent disability shall
                           mean that disability resulting from injury, disease
                           or other cause, whether mental or physical, which
                           incapacitates the Executive from performing her
                           normal duties as an employee, appears to be permanent
                           in nature and contemplates the continuous, necessary
                           and substantially complete loss of all management and
                           professional activities for a continuous period of
                           six (6) months.

                  (iii)    Partial Disability. If the Executive should become
                           partially disabled, he shall be entitled to her
                           salary as provided herein for a period of nine (9)
                           months. At the end of said period of time, if such
                           Executive remains partially disabled, the disabled
                           Executive's salary shall be reduced according to the
                           amount of time the disabled Executive is able to
                           devote to the Company's business.

                  (iv)     Temporary Disability. In the event the Executive
                           should become disabled, but such disability is not
                           permanent, as defined above, such disabled Executive
                           shall be entitled to her salary for a period of nine
                           (9) months. If such temporary disability continues
                           longer than said period of time, then the disabled
                           Executive shall be deemed to have become permanently
                           disabled for the purposes of this Agreement at the
                           end of said nine (9) month period.


         (a)      In the event of any termination pursuant to Section 6,
                  Executive's Base Salary shall be paid as follows:

                  (i)      In the event of termination pursuant to Section
                           6(a)(i) (for "cause"), Executive's Base Salary shall
                           continue to be paid on a semi-monthly basis for sixty
                           (60) days from the effective date of such termination
                           and Executive shall also be entitled to continue to
                           participate in those benefit programs provided by
                           subsections 4(e)(iv-viii) (inclusive), for twelve
                           (12) months following such termination, at
                           Executive's expense;

                  (ii)     In the event of termination of this Agreement by
                           reason of Executive's death, Executive's Base Salary
                           shall terminate as of the end of the eighteenth
                           (18th) month following the Executive's death;

                  (iii)    In the event of termination of this Agreement by
                           reason of disability, Executive's Base Salary shall
                           be terminated as of the end the eighteenth (18th)
                           month period following Executive's inability to
                           perform her duties occurs; and

                  (iv)     In the event of any termination by the Company
                           pursuant to Section 6(a)(ii) (without "cause"),
                           Executive's Base Salary shall be continued to be paid
                           on a

<PAGE>   5
                           semi-monthly basis, but shall terminate at the end of
                           the twelve (12) month period following such written
                           notice of termination by the Company. In lieu of such
                           continued semi-monthly Base Salary, the Company and
                           Executive may agree to a lump-sum distribution to
                           Executive pursuant to such termination in a form,
                           substance and manner mutually acceptable to Company
                           and Executive, pursuant to a written Severance
                           Agreement then mutually negotiated between the
                           Company and Executive in connection with such

         (b)      In the event of termination by reason of Executive's death,
                  disability, termination without cause, or any Change in
                  Control, as defined at Section 11:

                  (i)      Executive shall receive a pro rata portion (prorated
                           through the last day Base Salary is payable pursuant
                           to clauses (a)(ii), (a)(iii) and (a)(iv),
                           respectively) of any bonus or incentive payment (for
                           the year in which death, disability or termination
                           occurred), to which he would have been entitled had
                           he remained continuously employed for the full fiscal
                           year in which death, disability or termination
                           occurred and continued to perform her duties in the
                           same manner as they were performed immediately prior
                           to the death, disability or termination;

                  (ii)     The right to exercise any unexpired and non-vested
                           stock options previously granted Executive shall
                           immediately vest and accelerate; and

                  (iii)    Any and all payments owing to Executive arising from
                           a termination of this Agreement resulting from a
                           permanent or partial disability of Executive shall
                           first be provided and paid pursuant to the Company's
                           existing disability policy, as then in effect, but
                           shall be further supplemented to the extent provided
                           by this Agreement but all such payments due and owing
                           to Executive arising from such permanent or partial
                           disability shall not be cumulative or aggregated.


         (a)      For purposes of this Section 8, the term "Confidential
                  Information" means information which is not generally known
                  and which is proprietary to Company, including: (i) trade
                  secret information about Company and its services; and (ii)
                  information relating to the business of Company as conducted
                  at any time within the previous two (2) years or anticipated
                  to be conducted by Company, and to any of its past, current or
                  anticipated products, including, without limitation,
                  information about Company's research, development, services,
                  purchasing, accounting, engineering, marketing, selling,
                  leasing or servicing. All information which Executive has a
                  reasonable basis to consider Confidential Information or which
                  is treated by Company as being Confidential Information shall
                  be presumed to be Confidential Information, whether originated
                  by Executive, or by others, and without regard to the manner
                  in which Executive obtains access to such information.

<PAGE>   6
         (b)      Executive will not during the term of this Agreement and
                  following expiration or termination of this Agreement, use or
                  disclose any Confidential Information to any person not
                  employed by Company without the prior authorization of Company
                  and will use reasonably prudent care to safeguard, protect and
                  to prevent the unauthorized disclosure of, all of such
                  Confidential Information.

9.       INVENTIONS.

         (a)      For purposes of this Section 9, the term "Inventions" means
                  discoveries, improvements and ideas (whether or not in writing
                  or reduced to practice) and works of authorship, whether or
                  not patentable or copyrightable: (1) which relate directly to
                  the business of Company, or to Company's actual or
                  demonstrably anticipated research or development; (2) which
                  result from any work performed by Executive for Company; (3)
                  for which equipment, supplies, facilities or trade secret
                  information of Company is utilized; or (4) which were
                  conceived or developed during the time Executive was obligated
                  to perform the duties described in Section 2.

         (b)      Executive agrees that all Inventions made, authored or
                  conceived by Executive, either solely or jointly with others,
                  during Executive's employment with Company (except as
                  otherwise provided above), shall be the sole and exclusive
                  property of Company. Upon termination of this Agreement,
                  Executive shall turn over to a designated representative of
                  Company all property in Executive's possession and custody
                  belonging to Company. Executive shall not retain any copies or
                  reproductions of correspondence, memoranda, reports,
                  notebooks, drawings, photographs or other documents relating
                  in any way to the affairs of Company which came into
                  Executive's possession at any time during the term of this

         Executive is hereby notified that this Agreement does not apply to any
invention for which no equipment, supplies, facility, or trade secret
information of Company was used and which was developed initially on the
Executive's own time and: (1) which does not relate: (a) directly to the
business of Company; or (b) to Company's actual or demonstrably anticipated
research or development; or (2) which does not result from any work performed by
Executive for the Company.

<PAGE>   7
10.      NON-COMPETITION. Executive agrees that for a period of eighteen (18)
months following termination of this Agreement for any reason (except in the
case of termination of this Agreement pursuant to Section 11 because of a Change
in Control or any Business Combination or any termination of this Agreement
without cause), he will not directly or indirectly, alone or as a partner,
officer, director, or shareholder of any other firm or entity, engage in any
commercial activity in the United States in competition with any part of
Company's business: (a) that was under the Executive's management or supervision
during the last year of employment by Company; or (b) with respect to which
Executive has Confidential Information as defined in Section 8 of this


         (a)      Change in Control. For purposes of this Section 11, a
                  "Business Combination" or "Change in Control" with respect to,
                  or concerning, the Company shall mean the following:

                  (i)      the sale, lease, exchange or other transfer, directly
                           or indirectly of all or substantially all of the
                           assets of the Company (in one transaction or in a
                           series of related transactions) to a person or entity
                           that is not controlled by the Company;

                  (ii)     the approval by the shareholders of the Company of
                           any plan or proposal for the liquidation or
                           dissolution of the Company;

                  (iii)    a merger or consolidation to which the Company is a
                           party if the shareholders of the Company immediately
                           prior to effective date of such merger or
                           consolidation have "beneficial ownership" (as defined
                           in Rule 13d-3 under the Securities Exchange Act of
                           1934, as amended (the "Exchange Act")), immediately
                           following the effective date of such merger or
                           consolidation, of securities of the surviving
                           corporation representing: (A) more than 50%, but not
                           more than 80%, of the combined voting power of the
                           surviving corporation's then outstanding securities
                           ordinarily having the right to vote at elections of
                           directors, unless such merger or consolidation has
                           been approved in advance by the Incumbent Directors;
                           or (B) 50% or less of the combined voting power of
                           the surviving corporation's then outstanding
                           securities ordinarily having the right to vote at
                           elections of directors (regardless of any approval by
                           the Incumbent Directors);

<PAGE>   8
                  (iv)     any person becomes after the effective date of this
                           Agreement the "beneficial owner" (as defined in Rule
                           13d-3 of the Exchange Act), directly or indirectly,
                           of: (A) 20% or more, but not 50% or more, of the
                           combined voting power of the Company's outstanding
                           securities ordinarily having the right to vote at
                           elections of directors, unless the transaction
                           resulting in such ownership has been approved in
                           advance by the Incumbent Directors; or (B) 50% or
                           more of the combined voting power of the Company's
                           outstanding securities ordinarily having the right to
                           vote at elections of directors (regardless of any
                           approval by the Incumbent Directors);

                  (v)      the Incumbent Directors cease, for any reason, to
                           constitute at least a majority of the Company's
                           Board; or

                  (vi)     a change in control of the Company of a nature that
                           would be required to be reported pursuant to Section
                           13 or 15(d) of the Exchange Act, whether or not the
                           Company is then subject to such reporting

         (b)      Incumbent Directors. For purposes of this Section 11, the term
                  "Incumbent Directors" shall mean any individual who is a
                  member of the Board of the Company on the effective date of
                  this Agreement, as well as any individual who subsequently
                  becomes a member of the Board whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least a majority of the then Incumbent Directors
                  (either by specific vote or by approval of the Proxy Statement
                  of the Company in which such individual is named as a nominee
                  for director without objection to such nomination).

         (c)      Executive's Option to Terminate This Agreement. It is
                  expressly recognized by the parties that a Business
                  Combination would necessarily result in material alteration or
                  diminishment of Executive's position and responsibilities.
                  Therefore, if, during the term of this Agreement, there shall
                  occur, with or without the consent of Company, any Business
                  Combination or Change in Control, Executive shall have an
                  exclusive option to terminate this Agreement on twenty (20)
                  calendar days' notice to the Company.

         (d)      Compensation Payable to Executive Upon Termination Following a
                  Change in Control. It is expressly recognized that Executive's
                  position with Company and agreement to be bound by the terms
                  of this Agreement represent a commitment in terms of
                  Executive's personal and professional career which cannot be
                  reduced to monetary terms, and thus, necessarily constitutes a
                  forbearance of options now and in the future open to Executive
                  in Company's areas of endeavor. Accordingly, in the event
                  Executive elects to terminate this Agreement in connection
                  with any Business Combination or Change in Control under this
                  Section 11:

                  (i)      Executive shall be under no obligation whatever to
                  seek other employment opportunities during any period between
                  termination of this Agreement under this Section 11 and the
                  expiration of Executive's then unexpired two (2) year term of
                  this Agreement as it existed at the time of termination, or
                  twenty-four (24) months,

<PAGE>   9
                  whichever is longer, and Executive shall not be obligated to
                  accept any other employment opportunity which may be offered
                  to Executive during such period;

                  (ii)     During such unexpired term of this Agreement, or for
                  twenty-four (24) months thereafter, whichever is longer,
                  Executive shall continue to receive on a semimonthly basis,
                  Executive's Base Salary then in effect upon the date of such
                  notice to the Company hereunder;

                  (iii)    In lieu of the continued cash compensation provided
                  in Section 11(d)(ii) above, Executive may elect, in writing,
                  to receive from the Company a lump sum cash settlement in an
                  amount equal to 199% of Executive's then existing Base Salary
                  (at the rate in effect immediately prior to such Business
                  Combination); provided, however, Executive's election to
                  receive a lump sum cash settlement from the Company, in lieu
                  of the semi-monthly payments specified above, shall occur and
                  be paid within 90 days of the termination of this Agreement
                  arising from any such Business Combination or any Change in

                  (iv)     Executive's termination of this Agreement by reason
                  of a Change in Control described in this Section 11 and the
                  receipt by Executive of any amounts pursuant to subsection
                  11(d), shall not preclude Executive' continued employment with
                  Company, or the surviving entity in any Business Combination,
                  on such terms as shall then be mutually negotiated between
                  Company (or any such surviving entity) and Executive following
                  such termination;

                  (v)      The right to exercise all unexpired and non-vested
                  stock options in favor of Executive shall immediately vest and

                  (vi)     Executive shall be entitled to continue to
                  participate in those benefit programs and perquisites provided
                  by subsection 4(c) hereof, for twenty-four (24) months
                  following termination, at the Company's expense; and

                  (vii)    Notwithstanding any other provisions of this
                  Agreement, or any other agreement, contract or understanding
                  heretofore, or hereafter, entered into between the Company and
                  Executive, if any "payments" (including without limitation,
                  any benefits or transfers of property or the acceleration of
                  the vesting of any benefits) and the nature of compensation
                  under any arrangement that is considered contingent on a
                  change in control for purpose of Section 2800 of the Internal
                  Revenue Code of 1986, as amended (the "Code"), together with
                  any other payments that Executive has the right to receive
                  from the Company, or any corporation that is a member of an
                  "affiliated group" (as defined in Section 1504A of the Code
                  without regard to Section 1504B of the Code), of which the
                  Company is a member, would constitute a "parachute payment"
                  (as defined in Section 2800 of the Code), the aggregate amount
                  of such payments shall be reduced to equal the largest amount
                  as would result in no portion of such payments being subject
                  to the excise tax imposed by Section 4999 of the Code;
                  provided however, Executive shall be entitled to designate and
                  select among such payments that will be reduced, and/or
                  eliminated, in order to comply with the forgoing provision of
                  the Code.

<PAGE>   10
12.      NO ADEQUATE REMEDY. The parties declare that is impossible to measure
in money the damages which will accrue to either party by reason of a failure to
perform any of the obligations under this Agreement. Therefore, if either party
shall institute any action or proceeding to enforce the provisions hereof, such
person against whom such action or proceeding is brought hereby waives the claim
or defense that such party has an adequate remedy at law, and such person shall
not urge in any such action or proceeding the claim or defense that such party
has an adequate remedy at law.


         (a)      Successors and Assigns. This Agreement shall be binding upon
                  and inure to the benefit of all successors and assigns of the
                  Company, whether by way of merger, consolidation, operation of
                  law, assignment, purchase or other acquisition of
                  substantially all of the assets or business of Company and
                  shall only be assignable under the foregoing circumstances and
                  shall be deemed to be materially breached by Company if any
                  such successor or assign does not absolutely and
                  unconditionally assume all of Company's obligations to
                  Executive hereunder. Any such successor or assign shall be
                  included in the term "Company" as used in this Agreement.

         (b)      Notices. All notices, requests and demands given to, or made,
                  pursuant hereto shall, except as otherwise specified herein,
                  be in writing and be delivered or mailed to any such party at
                  its address which:

                  (i)      In the case of Company shall be:

                           TASER International, Incorporated
                           7339 East Evans Road
                           Scottsdale, Arizona 85260

                           With a copy to:

                           Thomas P. Palmer, Esq.
                           Tonkon Torp, LLP
                           1600 Pioneer Tower
                           888 SW Fifth Avenue
                           Portland, Oregon 97204

                  (ii)     In the case of the Executive shall be:

                           Kathleen C. Hanrahan
                           6714 West Columbine Drive
                           Peoria, AZ  85381.

         Either party may, by notice hereunder, designate a change of address.
Any notice, if mailed properly addressed, postage prepaid, registered or
certified mail, shall be deemed dispatched on the registered date or that
stamped on the certified mail receipt, and shall be deemed received within the

<PAGE>   11
fifth business day thereafter, or when it is actually received, whichever is

         (c)      Captions. The various headings or captions in this Agreement
                  are for convenience only and shall not affect the meaning or
                  interpretation of this Agreement.

         (d)      Governing Law. The validity, construction and performance of
                  this Agreement shall be governed by the laws of the State of
                  Arizona. Any dispute involving or affecting this agreement, or
                  the services to be performed shall be determined and resolved
                  by binding arbitration in the County of Maricopa, State of
                  Arizona, in accordance with the Commercial Arbitration Rules
                  of the American Arbitration Association.

         (e)      Construction. Wherever possible, each provision of this
                  Agreement shall be interpreted in such manner as to be
                  effective and valid under applicable law, but if any provision
                  of this Agreement shall be prohibited by or invalid under
                  applicable law, such provision shall be ineffective only to
                  the extent of such prohibition or invalidity without
                  invalidating the remainder of such provision or the remaining
                  provisions of this Agreement.

         (f)      Waivers. No failure on the part of either party to exercise,
                  and no delay in exercising, any right or remedy hereunder
                  shall operate as a waiver thereof, nor shall any single or
                  partial exercise of any right or remedy hereunder preclude any
                  other or further exercise thereof or the exercise of any right
                  or remedy granted hereby or by any related document or by law.

         (g)      Modification. This Agreement may not be, and shall not be,
                  modified or amended except by a written instrument signed by
                  both parties hereto.

         (h)      No Conflicting Business. Executive agrees that he will not,
                  during the term of this Agreement, transact business with the
                  Company personally, or as an agent, owner, partner,
                  shareholder of any other entity; provided, however, Executive
                  may enter into any business transaction that is, in the
                  opinion of the Company's Board of Directors, reasonable,
                  prudent or beneficial to the Company, so long as any such
                  business transaction is at arms-length as though between
                  independent and prudent individuals and is ratified and
                  approved by the designated members of the Company's Board of

         (i)      Entire Agreement. This Agreement constitutes the entire
                  Agreement and understanding between the parties hereto in
                  reference to all the matters herein agreed upon; provided,
                  however, that this Agreement shall not deprive Executive of
                  any other rights Executive may have now, or in the future,
                  pursuant to law or the provisions of Company benefit plans.

         (j)      Counterparts. This Agreement shall be executed in at least two
                  counterparts, each of which shall constitute an original, but
                  both of which, when taken together, will constitute one in the
                  same instrument.

         (k)      Amendment. This Agreement may be modified only by written
                  agreement executed

<PAGE>   12
                  by both parties hereto.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered the day and year first above written.

                                   TASER INTERNATIONAL, INCORPORATED

                                   By: /s/ Phil Smith
                                   Its: Chairman


                                   /s/ Kathleen C. Hanrahan
                                   Kathleen C. Hanrahan