<PAGE>
                                                                   EXHIBIT 10.42

                                NATIONSRENT, INC.

                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of
August 19, 2002 (the "Start Date"), by and between NationsRent, Inc., a Delaware
corporation (the "Company"), and D. Clark Ogle ("Executive"). If not otherwise
defined herein, all initially capitalized words and phrases shall have the
meanings ascribed to them in Section 10 of this Agreement.

                                    AGREEMENT

                  The Company and Executive desire to enter into this Agreement
pursuant to which the Company shall employ Executive on the terms and subject to
the conditions set forth in this Agreement. In consideration of the mutual
covenants contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1.                         Employment. The Company shall employ Executive, and
         Executive hereby accepts employment with the Company, upon the terms
         and conditions set forth in this Agreement for the Employment Period.

2.                         Position and Duties.

         (a)               During the Employment Period, Executive shall serve
                  as the Chief Executive Officer and, subject to the management
                  of the business and affairs of the Company at the direction of
                  the Board of Directors of the Company (the "Board"), shall
                  have such authority and responsibility and shall perform such
                  duties as may be assigned to him from time to time by the
                  Board or the Chairman of the Board and, in the absence of such
                  assignment, shall have responsibility for managing and
                  implementing the Company's restructuring initiatives, in
                  addition to the normal duties, responsibilities, functions,
                  and authority of an executive serving in such position.
                  Notwithstanding the foregoing, Executive shall obtain prior
                  Board approval for all matters outside the ordinary course of
                  business, including but not limited to, (i) material changes
                  to the Company's business plan or proposed plan of
                  reorganization, as filed with the Bankruptcy Court in June
                  2002 (the "Plan") and (ii) changes in the Company's executive
                  management or its restructuring advisors. In addition,
                  Executive shall confirm the designation and amount of all key
                  employee retention bonuses previously granted by the Company
                  pursuant to the NationsRent, Inc. Retention Bonus Plan within
                  thirty (30) days of the Start Date.

         (b)               During the Employment Period, Executive shall report
                  to the Board and devote his best efforts and his full business
                  time and attention (except for permitted vacation periods and
                  reasonable periods of illness or other incapacity) to the
                  business and affairs of the Company and shall perform his
                  duties,

<PAGE>

                  responsibilities, and functions to the Company hereunder to
                  the best of his abilities.

         (c)               Executive shall perform his duties hereunder at the
                  Company's principal place of business in Ft. Lauderdale,
                  Florida.

3.                         Compensation and Benefits.

         (a)               Salary. During the Employment Period, Executive's
                  base salary shall be $600,000 per annum (the "Base Salary"),
                  which salary shall be payable by the Company in regular
                  installments in accordance with the Company's general payroll
                  practices, pro-rated for any partial years.

         (b)               Emergence Bonus. Upon the occurrence of the
                  Emergence Date, Executive will receive a one-time bonus equal
                  to 100% of his Base Salary as in effect on the such date (the
                  "Emergence Bonus").

         (c)               Performance Bonus. Executive shall participate in the
                  senior management incentive compensation plan being developed
                  by the Company and the Board for the fiscal year ended
                  December 31, 2002, as well as any senior management incentive
                  compensation plan developed by the Company and the Board for
                  any other fiscal year during the Employment Period.

         (d)               Benefits. In addition to the Base Salary and any
                  bonuses payable to Executive pursuant to Section 3, Executive
                  shall be entitled to those benefits for which senior
                  executives of the Company are generally eligible pursuant to
                  the Company's policies as in effect from time to time
                  including coverage under D&O Insurance (collectively, the
                  "Employee Benefits").

                  Notwithstanding the above, Executive is, as of the Start Date,
participating in a health plan maintained by an unrelated third party ("Third
Party Health Plan") and will not elect to be covered by the Company's health
benefits plan. However, in the event, for any reason, Executive ceases during
the Employment Period to participate in the Third Party Health Plan, Executive
may immediately elect coverage and participate in all health benefits plans
maintained by the Company.

         (e)               Expense Reimbursement.

                  (i)               During the Employment Period, the Company
                           shall reimburse Executive for all reasonable expenses
                           incurred by him in the course of performing his
                           duties and responsibilities under this Agreement that
                           are consistent with the Company's policies in effect
                           from time to time with respect to travel (including
                           related travel insurance), entertainment, and other
                           business expenses, subject to the Company's
                           requirements with respect to reporting and
                           documentation of such expenses.

                  (ii)              Executive shall be entitled to reimbursement
                           for his reasonable and documented expenses, including
                           temporary lodging in Ft. Lauderdale for a


                                      -2-

<PAGE>

                           period not to exceed one year and relocation expenses
                           not to exceed $50,000.

         (f)               Withholding. All amounts payable to Executive as
                  compensation hereunder shall be taxable and subject to all
                  required withholding by the Company.


4.                         Termination of Employment Period.

         (a)               The Employment Period may be terminated by the
                  Company at any time for any reason. Except as otherwise
                  provided herein, any termination of the Employment Period by
                  the Company shall be effective as specified in a written
                  notice from the Company to Executive.

         (b)               The Employment Period shall terminate immediately
                  upon Executive's resignation, death, or mental or physical
                  disability or incapacity (as determined by the Board in its
                  good faith judgment) that prevents Executive from performing a
                  substantial portion of his duties for a period exceeding (i)
                  60 consecutive days or (ii) 100 days in any twelve (12) month
                  period.

5.                         Severance Benefits.

         (a)               Subject to Executive's completion of all eligibility
                  requirements set forth in this Section 5, if Executive suffers
                  an Employment Loss during the Employment Period, Executive
                  will be entitled to receive the following severance award
                  benefits (collectively, the "Severance Benefits"):

                  (i)               a lump-sum payment equal to two (2) times
                           Executive's annual Base Salary in effect at the time
                           Executive suffers the Employment Loss (which payment
                           will be subject to all applicable federal, state, and
                           local tax withholdings and required contributions for
                           the continuation of health and welfare Employee
                           Benefits during the Employee Benefits Period (defined
                           below)), payable on first (1st) business day after
                           the expiration of the seven (7)-day revocation period
                           referred to in Section 12(g) of the General Release
                           attached hereto as Exhibit A (the "General Release");

                  (ii)              continuation of all health and welfare
                           Employee Benefits for a period of two (2) years (or
                           such longer period, without duplication, as required
                           by the Consolidated Omnibus Budget Reconciliation Act
                           of 1986 ("COBRA")) commencing on the date of his
                           Employment Loss (the "Employee Benefits Period") or,
                           in the event Executive is covered by a Third Party
                           Health Plan on the date of his Employment Loss, the
                           ability to elect coverage and participate in the
                           Company's health benefits plan for a period beginning
                           upon the loss of coverage under the Third Party
                           Health Plan and ending two (2) years after the
                           Employment Loss Date;


                                      -3-
<PAGE>

                  (iii)             a one-time Emergence Bonus in accordance
                           with Section 3(b) hereof if the Emergence Date occurs
                           within 180 days following the date of the Executive's
                           Employment Loss;

                  (iv)              continuation of Executive's coverage under
                           the Company's D&O Insurance policy, or the Company
                           shall provide Executive with similar coverage, in
                           either case, on substantially the same terms and
                           conditions until the third (3rd) anniversary of the
                           date of Executive's Employment Loss; and

                  (v)               payment of any accrued unpaid Base Salary
                           and any accrued unused vacation through the date of
                           his Employment Loss.

         (b)               To receive the Severance Benefits described under
                  Section 5(a), Executive must have executed and delivered to
                  the Company the General Release, which release shall include,
                  without limitation, the resignation of Executive from all
                  positions as a director or officer of the Company, any
                  subsidiary thereof, and any other entity that Executive is
                  serving in such capacity at the request of the Company. If
                  Executive fails or refuses to execute the General Release, or
                  revokes the General Release prior to the expiration of the
                  seven (7)-day revocation period referred to in Section 12(g)
                  of the General Release, Executive shall not be entitled to
                  receive the Severance Benefits described under Section 5(a).
                  In the event Executive executes the General Release, the
                  Company shall execute a release in favor of Executive with
                  respect to those claims which the Company would have the power
                  to indemnify Executive in accordance with Section 145 of the
                  General Corporation Law of the State of Delaware.

         (c)               Executive shall not be required to mitigate the
                  amount of the Severance Benefits by seeking other employment
                  or otherwise, nor shall such amount be reduced by any
                  compensation received from other employment.

         (d)               If Executive dies after he suffers an Employment Loss
                  but before he receives payment of the Severance Benefits
                  described in Section 5(a)(i), 5(a)(iii) and 5(a)(v), the
                  Company will pay such benefits to Executive's estate;
                  provided, however, that, Executive or Executive's estate, as
                  the case may be, has complied with the terms of Section 5
                  (including, without limitation, execution of the General
                  Release).

         (e)               Notwithstanding any provision of this Agreement to
                  the contrary, Executive shall automatically forfeit any and
                  all rights to any and all Severance Benefits and any and all
                  other benefits under this Agreement, other than payment of
                  accrued unpaid Base Salary and accrued unused vacation through
                  the date of termination of Executive's employment, if, prior
                  to the Due Date: (i) Executive's employment is terminated with
                  Cause; (ii) Executive voluntarily resigns without Good Reason;
                  or (iii) Executive is part of a Group that is formed for the
                  purpose of consummating a Management Buyout and such
                  Management Buyout is consummated.


                                      -4-
<PAGE>
6.                         Extension of Health and Welfare Employee Benefits.
         After the termination of health and welfare Employee Benefits at the
         expiration of the Employment Period or the Employee Benefits Period, as
         the case may be, Executive shall receive a monthly reimbursement (the
         "Benefit Premium Reimbursement") of the difference between (a) the
         actual premium paid by Executive for continuation of health insurance
         coverage through COBRA and (b) the employee portion of the fixed
         premium for health and welfare Employee Benefits for an employee and
         spouse under the Company's then existing Employee Benefit plans and
         arrangements. Executive will be eligible to receive Benefit Premium
         Reimbursements only for such time as Executive is eligible for coverage
         under COBRA.

7.                         Confidential Information. Executive acknowledges that
         the information, observations, and data (including, without limitation,
         trade secrets, business, sales, or marketing plans and strategies,
         expansion plans and strategies, and customer lists) obtained by him
         while employed by the Company and its subsidiaries (including those
         obtained by him prior to the date of this Agreement) concerning the
         business or affairs of the Company or any other subsidiary, whether
         written or oral, tangible or intangible (the "Confidential
         Information") is the property of the Company or such subsidiary.
         Therefore, Executive agrees that he shall not disclose to any
         unauthorized person or use for his own purposes any Confidential
         Information without the prior written consent of the Board, unless and
         to the extent that the Confidential Information becomes generally known
         to and available for use by the public other than as a result of
         Executive's acts or omissions; provided, however, that, the foregoing
         notwithstanding, in the event that Executive is requested or becomes
         legally compelled (by oral questions, interrogatories, request for
         information or documents, subpoena, civil investigative demands, or
         similar process) to disclose any Confidential Information or take any
         other action prohibited by this Agreement, Executive shall provide the
         Company with prompt written notice thereof (in reasonable detail) so
         that the Company may seek a protective order or other appropriate
         remedy and/or waive, in writing, compliance with the provisions of this
         Agreement. In the event that such protective order or other remedy is
         not obtained, or that the Company waives compliance with the provisions
         of this Agreement, Executive shall furnish only that portion of the
         Confidential Information or take only such action as is legally
         required by law or binding order and shall exercise its reasonable
         efforts to obtain reliable assurance that confidential treatment shall
         be accorded any Confidential Information so furnished. Executive shall
         deliver to the Company at the termination or expiration of the
         Employment Period, or at any other time that the Company may request,
         all memoranda, notes, plans, records, reports, computer tapes,
         printouts and software, and other documents and data (and copies
         thereof) embodying or relating to the Confidential Information or the
         business of the Company or any other subsidiaries that he may then
         possess or have under his control.

8.                         Non-Compete, Non-Solicitation.

         (a)               In further consideration of the compensation to be
                  paid to Executive hereunder, Executive acknowledges that in
                  the course of his employment with the Company and its
                  affiliates and subsidiaries he has, and will continue to,
                  become familiar with the Company's trade secrets and with
                  other Confidential


                                      -5-
<PAGE>

                  Information concerning the Company and its subsidiaries and
                  that his services have been and shall continue to be of
                  special, unique, and extraordinary value to the Company and
                  its subsidiaries. Therefore, Executive agrees that, during the
                  term of his employment plus a period of two years following
                  the date of termination of his employment with the Company for
                  any reason (the "Noncompete Period"), he shall not directly or
                  indirectly own any interest in, manage, control, participate
                  in, consult with, render services for, or in any manner engage
                  in any business competing with the businesses of the Company
                  or its subsidiaries in the United States, as such businesses
                  exist or are in process during the Employment Period. Nothing
                  herein shall prohibit Executive from being a passive owner of
                  not more than two percent (2%) of the outstanding stock of any
                  class of a corporation that is publicly traded, so long as
                  Executive has no active participation in the business of such
                  corporation.

         (b)               During the Noncompete Period, Executive shall not
                  directly or indirectly through another person or entity (i)
                  induce or attempt to induce any employee of the Company or any
                  subsidiary to leave the employ of the Company or such
                  subsidiary, or in any way interfere with the relationship
                  between the Company or any subsidiary and any employee thereof
                  or (ii) induce or attempt to induce any customer, supplier,
                  licensee, licensor, franchisee, or other business relation of
                  the Company or any subsidiary to cease doing business with the
                  Company or such subsidiary, or in any way interfere with the
                  relationship between any such customer, supplier, licensee, or
                  business relation and the Company or any subsidiary
                  (including, without limitation, making any negative or
                  disparaging statements or communications regarding the Company
                  or its subsidiaries).

         (c)               If, at the time of enforcement of Section 8, a court
                  shall hold that the duration or scope restrictions stated
                  herein are unreasonable under circumstances then existing, the
                  parties agree that the maximum duration or scope reasonable
                  under such circumstances shall be substituted for the stated
                  duration or scope and that the court shall be allowed to
                  revise the restrictions contained herein to cover the maximum
                  period and scope permitted by law. Executive acknowledges that
                  the restrictions contained in Section 8 are reasonable and
                  that he has reviewed the provisions of this Agreement with his
                  legal counsel.

         (d)               In the event of the breach or a threatened breach by
                  Executive of any of the provisions of Section 8, the Company,
                  in addition and supplementary to other rights and remedies
                  existing in its favor, shall be entitled to specific
                  performance and/or injunctive or other equitable relief from a
                  court of competent jurisdiction in order to enforce or prevent
                  any violations of the provisions hereof (without posting a
                  bond or other security).

9.                         Executive's Representations. Executive hereby
         represents and warrants to the Company that (a) the execution, delivery
         and performance of this Agreement by Executive do not and shall not
         conflict with, breach, violate, or cause a default under any contract,
         agreement, instrument, order, judgment, or decree to which Executive is
         a party or by which he is bound, (b) Executive is not a party to or
         bound by any employment


                                      -6-
<PAGE>

         agreement, noncompete agreement, or confidentiality agreement with any
         other person or entity that would be violated by the terms of this
         Agreement, and (c) upon the execution and delivery of this Agreement by
         the Company and Executive, this Agreement shall be the valid and
         binding obligation of Executive, enforceable in accordance with its
         terms. Executive hereby acknowledges and represents that he has
         consulted with independent legal counsel regarding his rights and
         obligations under this Agreement and that he fully understands the
         terms and conditions contained herein.

10.                        Definitions. If not otherwise defined herein, the
         following words and phrases shall have the following meanings:

         (a)               "Bankruptcy Court" means the United States Bankruptcy
                  Court for the District of Delaware in Wilmington, Delaware.

         (b)               "Cause" means: (i) Executive's commission of a felony
                  or other crime that is manifestly injurious to the Company or
                  its affiliates or Executive's commission of any act or
                  omission involving dishonesty, disloyalty, or fraud with
                  respect to the Company or any of its affiliates or any of
                  their customers or suppliers; (ii) Executive's reporting to
                  work under the influence of alcohol or illegal drugs, the use
                  of illegal drugs (whether or not at the workplace), or other
                  repeated conduct causing the Company or any of its affiliates
                  public disgrace or disrepute or economic harm; (iii)
                  Executive's repeated failure to perform duties as reasonably
                  directed by the Board or Chairman of the Board; or (iv)
                  Executive's gross negligence or willful misconduct with
                  respect to the Company or any of its affiliates.

         (c)               "D&O Insurance" means insurance that insures persons
                  serving as corporate directors and officers of the Company (or
                  any of its subsidiaries) against claims asserted against such
                  persons and incurred by such persons in their capacity, or
                  arising out of such persons' status, as corporate directors or
                  officers of the Company (or any of its subsidiaries).

         (d)               "Emergence Date" means the earliest to occur of (i)
                  the effective date of a confirmed Plan; (ii) the date of
                  consummation of the sale of substantially all of the assets of
                  the Company; (iii) the date that the Company is merged,
                  consolidated, or reorganized into or with any other entity; or
                  (iv) the date of consummation of a transaction that is a
                  change in control transaction of the type required to be
                  reported under Item 1 of Form 8-K (or any successor schedule,
                  form, or report or item therein) with the Securities and
                  Exchange Commission (the "SEC").

         (e)               "Employment Loss" means: (i) any actual termination
                  by the Company of Executive's employment during the Employment
                  Period which is without Cause; or (ii) if Executive
                  voluntarily terminates his employment during the Employment
                  Period for Good Reason.


                                      -7-
<PAGE>

         (f)               "Employment Period" means the period beginning on the
                  Start Date and, subject to earlier termination in accordance
                  with Section 4 hereof, ending on the second (2nd) anniversary
                  of the Start Date.

         (g)               "Good Reason" means: (i) any material and substantial
                  diminution by the Board of Executive's position, duties, or
                  responsibilities or (ii) any material reduction in Executive's
                  Base Salary or any material reduction in Executive's Employee
                  Benefits.

         (h)               "Management Buyout" means a transaction or series of
                  related transactions pursuant to which any "group" (within the
                  meaning of Section 13(d)(3) or 14(d)(2) of the Securities
                  Exchange Act of 1934, as amended (a "Group")), acquires,
                  directly or indirectly, combined voting power of
                  then-outstanding voting securities of the Company in an amount
                  sufficient to cause a change of control, as required to be
                  disclosed in any form of report filed with the SEC pursuant to
                  Form 8-K or Schedule 14A (or any successor schedule, form or
                  report or item therein).


                                      -8-
<PAGE>

11.               Survival. Sections 6 through 19 shall survive and continue in
         full force in accordance with their terms notwithstanding the
         expiration or termination of the Employment Period.

12.               Notices. Any notice provided for in this Agreement shall be in
         writing and shall be either personally delivered, sent by reputable
         overnight courier service, or mailed by first class mail, return
         receipt requested, (a) if to the Company, addressed to Joseph H.
         Izhakoff, General Counsel, NationsRent, Inc., 450 East Las Olas Blvd.
         Ft. Lauderdale, Florida 33301 or (b) if to the Executive, to the
         address set forth on the signature page of this Agreement, or such
         other address or to the attention of such other person as the recipient
         party shall have specified by prior written notice to the sending
         party. Any notice under this Agreement shall be deemed to have been
         given when so delivered.

13.               Severability. Whenever 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 is
         held to be invalid, illegal, or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity,
         illegality, or unenforceability shall not affect any other provision or
         any action in any other jurisdiction, but this Agreement shall be
         reformed, construed, and enforced in such jurisdictions as if such
         invalid, illegal, or unenforceable provision had never been contained
         herein.

14.               Complete Agreement. This Agreement and those documents
         expressly referred to herein embody the complete agreement and
         understanding among the parties and supersede and preempt any prior
         understandings, agreements, or representations by or among the parties,
         written or oral, which may have related to the subject matter hereof in
         any way.

15.               No Strict Construction.  The language used in this Agreement
         shall be deemed to be the language chosen by the parties hereto to
         express their mutual intent, and no rule of strict construction shall
         be applied against any party.

16.               Counterparts. This Agreement may be executed in separate
         counterparts, each of which is deemed to be an original and all of
         which taken together constitute one and the same agreement.

17.               Successors and Assigns. This Agreement will bind and inure to
         the benefit of and be enforceable by, Executive, the Company, and their
         respective heirs, successors, and assigns (in the case of the Company,
         whether direct or indirect, by purchase, merger, consolidation, or
         otherwise, to all or substantially all of the business and/or assets of
         the Company, by a written agreement that is part of such transaction),
         except that Executive may not assign his rights or delegate his duties
         or obligations hereunder without the prior written consent of the
         Company.

18.               Choice of Law. All issues and questions concerning the
         construction, validity, enforcement, and interpretation of this
         Agreement and the exhibits and


                                      -9-
<PAGE>

         schedules hereto shall be governed by, and construed in accordance
         with, the laws of the State of Florida, without giving effect to any
         choice of law or conflict of law rules or provisions (whether of the
         State of Florida or any other jurisdiction) that would cause the
         application of the laws of any jurisdiction other than the State of
         Florida.

19.               Amendment and Waiver. The provisions of this Agreement may be
         amended or waived only with the prior written consent of the Company
         (as approved by the Board) and Executive, and no course of conduct or
         course of dealing or failure or delay by any party hereto in enforcing
         or exercising any of the provisions of this Agreement (including,
         without limitation, the Company's right to terminate the Employment
         Period at any time for any reason) shall affect the validity, binding
         effect, or enforceability of this Agreement or be deemed to be an
         implied waiver of any provision of this Agreement.

20.               Bankruptcy Court Approval. The Company has filed a voluntary
         petition under Chapter 11 of the United States Bankruptcy Code. The
         parties understand and agree that this Agreement is subject to, and
         shall be effective only upon, approval of the Bankruptcy Court.

                [REMAINDER OF PAGE BLANK--SIGNATURE PAGE FOLLOWS]



                                      -10-
<PAGE>


                  IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first written above.


                              NATIONSRENT, INC.


                              By:
                                       ------------------------------------
                              Name:
                                       ------------------------------------
                              Title:
                                       ------------------------------------





                              EXECUTIVE


                              ---------------------------------------------
                              D. Clark Ogle
                              Address:
                                       ------------------------------------

                                       ------------------------------------

                                       ------------------------------------


                                      -11-
<PAGE>


                                    EXHIBIT A

                                 General Release


                  I, D. Clark Ogle, in consideration of and subject to the
performance by NationsRent, Inc., a Delaware corporation (together with its
affiliates, the "Company"), of its obligations under Section 5 of the Employment
Agreement (including the release of Executive referred to in Section 5(b)
thereof), dated as of August 19, 2002 (the "Agreement"), between myself and the
Company, do hereby release and forever discharge as of the date hereof the
Company and all present and former directors, officers, agents, representatives,
employees, successors and assigns of the Company and its direct or indirect
owners (collectively, the "Released Parties") to the extent provided below.

1.       I understand that any payments or benefits paid or granted to me under
         the Agreement represent, in part, consideration for signing this
         General Release and are not salary, wages, or benefits to which I was
         already entitled. I understand and agree that I will not receive the
         payments and benefits specified in the Agreement unless I execute this
         General Release and do not revoke this General Release within the time
         period permitted hereafter or breach this General Release.

2.       Except as provided in Section 4 of this General Release, I knowingly
         and voluntarily release and forever discharge the Company and the other
         Released Parties from any and all claims, controversies, actions,
         causes of action, cross-claims, counter-claims, demands, debts,
         compensatory damages, liquidated damages, punitive or exemplary
         damages, other damages, claims for costs and attorneys' fees, or
         liabilities of any nature whatsoever in law and in equity, both past
         and present (through the date of this General Release) and whether
         known or unknown, suspected, or claimed against the Company or any of
         the Released Parties that I, my spouse, or any of my heirs, executors,
         administrators or assigns, may have, which arise out of or are
         connected with my employment with, or my separation from, the Company
         (including, but not limited to, any allegation, claim or violation,
         arising under: Title VII of the Civil Rights Act of 1964, as amended;
         the Civil Rights Act of 1991; the Age Discrimination in Employment Act
         of 1967, as amended (including the Older Workers Benefit Protection
         Act); the Equal Pay Act of 1963, as amended; the Americans with
         Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
         Civil Rights Act of 1866, as amended; the Worker Adjustment Retraining
         and Notification Act; the Employee Retirement Income Security Act of
         1974; any applicable Executive Order Programs; the Fair Labor Standards
         Act; or their state or local counterparts; or under any other federal,
         state or local civil or human rights law, or under any other local,
         state, or federal law, regulation or ordinance; or under any public
         policy, contract or tort, or under common law; or arising under any
         policies, practices or procedures of the Company; or any claim for
         wrongful discharge, breach of contract, infliction of emotional
         distress, defamation; or any claim for costs, fees, or other expenses,
         including attorneys' fees incurred in these matters) (all of the
         foregoing collectively referred to herein as the "Claims"); provided,
         however, that, except as provided in Section 4, the term "Claims" shall
         not include any rights: (i) arising under Section 5 of the Agreement;
         (ii) for indemnification or reimbursement arising under


                                      A-1
<PAGE>

         Section 145 of the Delaware General Corporation Law (or any similar
         applicable statutes of any other states) or the Company's Certificate
         of Incorporation or Bylaws, or (iii) relating to any action or Claim
         against the Company by Executive for gross or willful fraud committed
         by the Company.

3.       I represent that I have made no assignment or transfer of any right,
         claim, demand, cause of action, or other matter covered by Section 2 of
         this General Release.

4.       I agree that this General Release does not waive or release any rights
         or claims that I may have under the Age Discrimination in Employment
         Act of 1967, as amended, that arise after the date I execute this
         General Release. I acknowledge and agree that my separation from
         employment with the Company in compliance with the terms of the
         Agreement shall not serve as the basis for any claim or action
         (including, without limitation, any claim under the Age Discrimination
         in Employment Act of 1967, as amended).

5.       In signing this General Release, I acknowledge and intend that it shall
         be effective as a bar to each and every one of the Claims hereinabove
         mentioned or implied. I expressly consent that this General Release
         shall be given full force and effect according to each and all of its
         express terms and provisions, including those relating to unknown and
         unsuspected Claims (notwithstanding any state statute that expressly
         limits the effectiveness of a general release of unknown, unsuspected
         and unanticipated Claims), if any, as well as those relating to any
         other Claims hereinabove mentioned or implied. I acknowledge and agree
         that this waiver is an essential and material term of this General
         Release and that without such waiver the Company would not have agreed
         to the terms of the Agreement. I further agree that in the event I
         should bring a Claim seeking damages against the Company, or in the
         event I should seek to recover against the Company in any Claim brought
         by a governmental agency on my behalf, this General Release shall serve
         as a complete defense to such Claims. I further agree that I am not
         aware of any pending charge or complaint of the type described in
         Section 2 of this General Release as of the execution of this General
         Release.

6.       I agree that neither this General Release, nor the furnishing of the
         consideration for this General Release, shall be deemed or construed at
         any time to be an admission by the Company, any Released Party or
         myself of any improper or unlawful conduct.

7.       I agree that I will forfeit all amounts payable by the Company pursuant
         to the Agreement if I challenge the validity of this General Release. I
         also agree that if I violate this General Release by suing the Company
         or the other Released Parties, I will pay all costs and expenses of
         defending against the suit incurred by the Released Parties, including
         reasonable attorneys' fees, and return all payments received by me
         pursuant to the Agreement.

8.       I agree that this General Release is confidential and agree not to
         disclose any information regarding the terms of this General Release,
         except to my immediate family and any tax, legal or other counsel I
         have consulted regarding the meaning or effect hereof or as required by
         law, and I will instruct each of the foregoing not to disclose the same
         to anyone.


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<PAGE>

9.       Any non-disclosure provision in this General Release does not prohibit
         or restrict me (or my attorney) from responding to any inquiry about
         this General Release or its underlying facts and circumstances by the
         Securities and Exchange Commission, the National Association of
         Securities Dealers, Inc., any other self-regulatory organization or
         governmental entity.

10.      I agree to reasonably cooperate with the Company in any internal
         investigation or administrative, regulatory, or judicial proceeding. I
         understand and agree that my cooperation may include, but not be
         limited to, making myself available to the Company upon reasonable
         notice for interviews and factual investigations; appearing at the
         Company's request to give testimony without requiring service of a
         subpoena or other legal process; volunteering to the Company pertinent
         information; and turning over to the Company all relevant documents
         that are or may come into my possession all at times and on schedules
         that are reasonably consistent with my other permitted activities and
         commitments. I understand that in the event the Company asks for my
         cooperation in accordance with this provision, the Company will
         reimburse me solely for reasonable travel expenses, including lodging
         and meals, upon my submission of receipts.

11.      Whenever possible, each provision of this General Release shall be
         interpreted in such a manner as to be effective and valid under
         applicable law, but if any provision of this General Release is held to
         be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this General Release shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

12.      I hereby resign any and all positions that I might hold as a director
         or officer of the Company, any subsidiary thereof, and any other entity
         where I am serving in such capacity at the request of the Company.

13.      BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(a)               I HAVE READ IT CAREFULLY;

(b)               I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP
                  IMPORTANT RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER
                  THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED,
                  TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE
                  EQUAL PAY ACT OF 1963, THE AMERICANS WITH DISABILITIES ACT OF
                  1990; AND THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
                  AS AMENDED;

(c)               I VOLUNTARILY CONSENT TO EVERYTHING IN IT;

(d)               I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE
                  EXECUTING IT AND I HAVE DONE SO OR, AFTER CAREFUL READING AND
                  CONSIDERATION I HAVE CHOSEN NOT TO DO SO OF MY OWN VOLITION;


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(e)               I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF
                  THIS RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON THE START DATE
                  (AS DEFINED IN THE AGREEMENT) TO CONSIDER IT AND THE CHANGES
                  MADE SINCE THE START DATE VERSION OF THIS RELEASE ARE NOT
                  MATERIAL AND WILL NOT RESTART THE REQUIRED 21-DAY PERIOD;

(f)               THE CHANGES TO THE AGREEMENT SINCE THE START DATE EITHER ARE
                  NOT MATERIAL OR WERE MADE AT MY REQUEST;

(g)               I UNDERSTAND THAT I HAVE SEVEN (7) DAYS AFTER THE EXECUTION OF
                  THIS RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT
                  BECOME EFFECTIVE OR ENFORCEABLE UNTIL THE REVOCATION PERIOD
                  HAS EXPIRED;

(h)               I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY
                  AND WITH THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH
                  RESPECT TO IT; AND

(i)               I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE
                  AMENDED, WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT
                  IN WRITING SIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE
                  COMPANY AND BY ME.



DATE: __________________, 200__            BY:
                                              --------------------------------


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