*The Change of Control Agreement for the Karen Gilles Larson, President and Chief Executive Officer, is not available in electronic format. Below is a summary of such Agreement:

 

MANAGEMENT AGREEMENTS
 
     Each of the executive officers of the Company named in the Summary
Compensation Table has entered into a change of control agreement providing
benefits upon termination resulting from a change of control of the Company.
These agreements provide for certain payments in the event that within twelve
months subsequent to a change in control of the Company or, in certain
circumstances, immediately prior to a change in control of the Company, the
officer's employment is terminated involuntarily by the Company or by the
executive officer due to a material change of position or benefits of the
executive officer (a "Qualifying Termination"). As defined in these agreements,
a "change in control" means: (i) the sale, lease, exchange, or other transfer of
all or substantially all of the assets of the Company (in one transaction or in
a series of related transactions) to any third party; (ii) the approval by the
shareholders of the Company of any plan or proposal for the liquidation or
dissolution of the Company; or (iii) a change in control of a nature that would
be required to be reported (assuming such event has not been "previously
reported") on Form 8-K pursuant to Section 13 or 15(d) of the Exchange Act,
whether or not the Company is then subject to such reporting requirement;
provided that, without limitation, such a change in control will be deemed to
have occurred at such time as: (A) any third party is or becomes the beneficial
owner, directly or indirectly, of 50% or more of the combined voting power of
the Company's outstanding securities ordinarily having the right to vote for
elections of directors, or (B) individuals who constitute the Board on the date
of the agreement (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board, provided that any individual becoming a director
subsequent to the date of the agreement whose election, or nomination for
election, by the Company's shareholders, was approved by a vote of at least a
majority of the directors comprising the Incumbent Board (either by a 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) will, for purposes of this clause (B), be deemed to be a member of
the Incumbent Board.
 
     Upon a Qualifying Termination, in addition to salary and benefits then due
and in addition to any other benefits due under the Company's compensation
plans, the terminated executive officer is entitled to: (a) a lump sum payment
equal to the product of the executive officer's highest monthly compensation for
the previous twelve month period multiplied by thirty-six (36); (b)
reimbursement for all legal fees and expenses incurred by the executive officer
as a result of such termination; and (c) for a thirty-six (36) month period
following such termination, life and health insurance benefits substantially
similar to those the executive officer was receiving at the time of termination.
 
     The change in control agreements for the executive officers provide that in
the event that any payment or benefit received by the executive officer pursuant
to the agreement or any other payments the officer has the right to receive from
the Company in connection with a change in control of the Company would not be
deductible by the Company under Section 280G of the Code, two calculations will
be performed. In the first calculation, the payments, benefits or awards to be
received solely pursuant to the change in control agreement (and excluding any
benefits to be received from the existing stock option and incentive plans) will
be reduced by the amount the Company deems necessary so that none of the
payments or benefits under the agreement (including those from the existing
stock option and incentive plans) are excess parachute payments. In the second
calculation, the payments will not be reduced so as to eliminate an excess
parachute payment, but will be reduced by the amount of the applicable excise
tax that the officer will pay related to all change in control benefits received
as imposed by section 4999 of the Code. The two calculations will be compared
and the calculation providing the largest net payment to the employee will be
utilized to determine the change in control payments made to the officer.