AMENDED AND RESTATED EMPLOYMENT AGREEMENT

     THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT made effective as of the 6th
day of May 2002 (the "Effective Date") by and between GoAmerica, Inc., a
Delaware corporation (the "Company"), and Daniel R. Luis (the "Employee").

                                   WITNESSETH:

     WHEREAS, the Company desires to secure the continued employment of the
Employee in accordance with the provisions of this Agreement; and

     WHEREAS, the Employee desires and is willing to accept continued employment
with the Company in accordance herewith; and

     WHEREAS, the Company and the Employee desire the Employee to take a more
active role in the day to day operations of the Company; and

     WHEREAS, the Employee is moving to the New Jersey area in connection with
his new responsibilities; and

     WHEREAS, the Company and the Employee desire to amend and restate the
Employee's Employment Agreement, dated July 1, 2001 (the "Employment
Agreement"), hereby, to reflect new obligations and conditions on each, as a
result of the changed circumstances discussed above.

     NOW THEREFORE, in consideration of the premises and mutual covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:

     1. Term. The Company hereby agrees to employ the Employee and the Employee
hereby agrees to serve the Company pursuant to the terms and conditions of this
Agreement. The Employee will occupy the position of President and Chief
Operating Officer of the Company or
<PAGE>

in such alternate position which the Company shall determine in its discretion
with a title of no less than "Senior Vice President" in an area of the
Employee's competency. Employee shall serve the Company for an initial term
commencing on the Effective Date hereof and expiring on July 4, 2004 (the
"initial term"). On the expiration of the initial term and on each yearly
anniversary thereof, the Agreement shall automatically renew for an additional
one-year period (the "Renewal Term"), unless sooner terminated in accordance
with the provisions of Section 5 or unless either party notifies the other party
in writing of its intentions not to renew this Agreement not less than sixty
(60) days prior to such expiration date or anniversary, as the case may be.

     2. Positions and Duties.

        Duties. As President and Chief Operating Officer, the Employee's duties
hereunder shall be those which shall be prescribed from time to time by the
Chief Executive Officer or Board of Directors of the Company. The Employee shall
devote his full working time, energy and skill (reasonable absences for
vacations and illness excepted), to the business of the Company as is necessary
in order to perform such duties faithfully, competently and diligently;
provided, however, that notwithstanding any provision in this Agreement to the
contrary, the Employee shall not be precluded from devoting reasonable periods
of time required for serving as a member of boards of companies which have been
approved by the Chief Executive Officer or Board of Directors of the Company or
participating in non-business organizations so long as such memberships or
activities do not interfere with the performance of the Employee's duties
hereunder.

     3. Compensation. During the term of this Agreement, the Employee shall
receive, for all services rendered to the Company hereunder, the following
(hereinafter referred to as


                                     - 2 -
<PAGE>

"Compensation"):

          (a) Base Salary. For the term hereof, the Employee shall be paid an
annual base salary equal to $225,000.00. The Employee's annual base salary shall
be payable in equal installments in accordance with the Company's general salary
payment policies but no less frequently than monthly. Such base salary shall be
reviewed, and any increases in the amount thereof shall be determined, by the
Board of Directors of the Company or a compensation committee formed by the
Board of Directors (the "Compensation Committee") of the Company at the end of
each calendar year of employment during the term hereof. Such base salary may be
decreased if done in conjunction with similar pro rata decreases in base salary
for other executives within the Company.

          (b) Bonuses. The Employee shall be eligible for and may receive
bonuses. The amount of such bonuses, if any, shall be solely within the
discretion of the Board of Directors of the Company or the Compensation
Committee thereof.

          (c) Incentive Compensation. The Employee shall be eligible for awards
from the Company's incentive compensation plans, including without limitation
any stock option plans applicable to high level executive officers of the
Company or to key employees of the Company or its subsidiaries, in the
discretion of the Board of Directors or, if formed, the Compensation Committee
thereof.

          (d) Benefits. The Employee and his "dependents," as that term may be
defined under the applicable benefit plan(s) of the Company, shall be included,
to the extent


                                     - 3 -
<PAGE>

eligible thereunder, in any and all plans, programs and policies which provide
benefits for employees and their dependents. Such plans, programs and policies
may include health care insurance, long-term disability plans, life insurance,
supplemental disability insurance, supplemental life insurance, holidays and
other similar or comparable benefits made available to the Company's employees.

          (e) Automobile Allowance. The Company shall provide to the Employee a
fixed automobile allowance of five hundred dollars ($500.00) per month to be
used by Employee for automobile lease payments, insurance and related taxes
during the term of this Agreement. In addition, automobile expenses incurred in
connection with the performance of the Employee's duties hereunder with respect
to tolls, gasoline and automobile maintenance are the responsibility of the
Company and shall be paid by the Company.

          (f) Expenses. Subject to and in accordance with the Company's policies
and procedures, the Employee hereby is authorized to incur, and, upon
presentation of itemized accounts, shall be reimbursed by the Company for, any
and all reasonable and necessary business-related expenses, which expenses are
incurred by the Employee on behalf of the Company or any of its subsidiaries.

          (g) Relocation. The Company will reimburse the Employee for the
following expenses related to the Employee's relocation of his primary residence
to the New Jersey area:

               (i) Temporary Housing. The Company shall reimburse the Employee
for the reasonable cost of renting an apartment in the New Jersey area, within
reasonable


                                     - 4 -
<PAGE>

commuting distance from the Company's main office, for a period of no more than
four (4) months from the Effective Date. The monthly rent for such apartment
shall be an amount to be mutually accepted by the Employee and the Company.

               (ii) Family Transportation. The Company shall reimburse the
Employee the cost of one (1) roundtrip coach airfare per month for each of the
Employee's wife and son, to enable them to visit with the Employee in the New
Jersey area from their current residence in California, for a period of no more
than four (4) months from the Effective Date.

               (iii) Moving Expenses. The Company shall reimburse the Employee
the cost of his moving his family's possessions from their current residence in
California to a new primary residence in the New Jersey area, within reasonable
commuting distance from the Company's main office, including temporary storage
of items, up to a maximum of $17,000.00.

     4. Absences. The Employee shall be entitled to vacations of no less than
four (4) weeks per calendar year, absences because of illness or other
incapacity, and such other absences, whether for holiday, personal time, or for
any other purpose, as set forth in the Company's employment manual or current
procedures and policies, as the case may be, as same may be amended from
time-to-time.

     5. Termination. In addition to the events of termination and expiration of
this Agreement provided for in Section 1 hereof, the Employee's employment
hereunder may be terminated only as follows:

          (a) Without Cause. The Company may terminate the Employee's employment


                                     - 5 -
<PAGE>

hereunder without cause only upon action by the Chief Executive Officer or Board
of Directors of the Company, and upon no less than sixty (60) days prior written
notice to the Employee. The Employee may terminate employment hereunder without
cause upon no less than sixty (60) days prior written notice to the Company.

          (b) For Cause, by the Company. The Company may terminate the
Employee's employment hereunder for cause immediately and with prompt notice to
the Employee, which cause shall be determined in good faith solely by the Chief
Executive Officer or Board of Directors of the Company. "Cause" for termination
shall include, but is not limited to, the following conduct of the Employee:

               (i) Material breach of any provision of this Agreement by the
Employee, which breach shall not have been cured by the Employee within sixty
(60) days of receipt of written notice of said breach;

               (ii) Misconduct as an employee of the Company, including but not
limited to: misappropriating any funds or property of the Company; attempting to
willfully obtain any personal profit from any transaction in which the Employee
has an interest which is adverse to the interests of the Company; or any other
act or omission which substantially impairs the Company's ability to conduct its
ordinary business in its usual manner;

               (iii) Unreasonable neglect or refusal to perform the duties
assigned to the Employee under or pursuant to this Agreement;

               (iv) Conviction of a felony (including pleading guilty or no
contest to a


                                     - 6 -
<PAGE>

felony or lesser charge which results from plea bargaining); or

               (v) Any other act or omission which subjects the Company or any
of its subsidiaries to substantial public disrespect, scandal or ridicule.

          (c) For Good Reason by Employee. The Employee may terminate employment
hereunder for good reason immediately and with prompt notice to the Company.
"Good reason" for termination by the Employee shall include the following
conduct of the Company:

               (i) Material breach of any provision of this Agreement by the
Company, which breach shall not have been cured by the Company within sixty (60)
days of receipt of written notice of said breach (changes in base salary
pursuant to section 3(a) hereof shall not constitute Good Reason);

               (ii) The assignment to the Employee of any duties inconsistent
with the Employee's experience or abilities, excluding for this purpose any
isolated action not taken in bad faith and which is promptly remedied by the
Company after receipt of notice thereof given by the Employee; provided however,
that the Employee may be removed as President and Chief Operating officer,
provided further, that the Employee shall be maintained in a position with a
title of no less than "Senior Vice President" in an area of the Employee's
competency; or

               (iii) A requirement that the Employee perform his duties
hereunder (other than (A) business travel consistent with that required of
employees with similar positions at other companies similar in size and stage of
development to the Company, and (B) activities


                                     - 7 -
<PAGE>

required in connection with the sale or merger of the Company, provided that
such activities are not required for more than three consecutive months) at a
location outside of a 70 mile radius from Hackensack, New Jersey.

          (d) Death. The period of active employment of the Employee hereunder
shall terminate automatically in the event of his death.

          (e) Disability. In the event that the Employee shall be unable to
perform duties hereunder for a period of one hundred eighty (180) consecutive
calendar days or one hundred eighty (180) work days within any 360 consecutive
calendar days, by reason of disability as a result of illness, accident or other
physical or mental incapacity or disability, the Company may, in its discretion,
by giving written notice to the Employee, terminate the Employee's employment
hereunder as long as the Employee is still disabled on the effective date of
such termination.

          (f) Mutual Agreement. This Agreement may be terminated at any time by
mutual agreement of the Employee and the Company.

     6. Compensation in the Event of Termination. In the event that the
Employee's employment pursuant to this Agreement terminates prior to the end of
the term of this Agreement, the Company shall pay the Employee compensation as
set forth below:

          (a) By Employee for Good Reason; by Company Without Cause. In the
event this Agreement is terminated by the Employee for good reason pursuant to
Section 5(c) hereof; or by the Company without cause pursuant to Section 5(a)
hereof, then:


                                     - 8 -
<PAGE>

               (i) the Company shall continue to pay to the Employee his annual
base salary and all other compensation and benefits provided for in Section 3
hereof (except those benefits which the Company may not properly provide,
pursuant to applicable Company benefit plan, policy or law) in the same manner
as before termination, for a period of one (1) year (the "Severance Period");
provided, however, that at the end of such Severance Period, the Employee will
continue to be eligible to receive such benefits for up to an additional one (1)
year period (the "Extended Severance Period"), if and only if, the Employee does
not obtain an "Alternate Income Source" (as defined below). Upon obtaining an
Alternate Income Source (the Company shall not be responsible for any subsequent
loss of such Alternate Income Source), at any time after the termination of the
Employee's employment with the Company, the Employee will no longer be eligible
for any benefits during the Extended Severance Period or any remaining portion
thereof. The Company's obligation to make payments to the Employee during the
Severance Period shall not be offset by any income the Employee receives from
sources other than the Company for work activity conducted by the Employee
during the Severance Period. The Company's obligation to make payments to the
Employee during the Extended Severance Period shall be reduced to the extent of
any income the Employee receives from sources other than the Company for work
activity conducted by the Employee during the Extended Severance Period, whether
or not such income qualifies as an Alternate Income Source. To the extent the
Employee receives any medical or health benefits pursuant to this section, such
benefits shall be provided as a reimbursement (or direct payment at the sole
election of the Company) to the Employee of payments made pursuant to an
election to continue benefits under COBRA. "Alternate Income Source" shall
include any reasonable executive or consulting position which


                                     - 9 -
<PAGE>

provides the Employee with a base salary which is substantially the base salary
provided pursuant to section 3(a) hereof;

               (ii) Notwithstanding the terms of any stock option agreement to
which the Employee is a party to the contrary, (A) the Employee shall continue
to vest in stock options during the Severance Period as if he remained an
employee of the Company, and (B) the Employee may exercise any vested options at
any time prior to the end of the Severance Period;

               (iii) the Company shall reimburse the Employee for expenses he
actually incurs in moving his family back to a primary residence on the West
Coast, in an amount not to exceed the amounts stated in Section 3(g)(iii)
hereof; and

               (iv) the payments, rights and entitlements described in Section
6(a)(i) and 6(a)(ii) hereof, if any, shall only be made if the Employee shall
first have executed and delivered to the Company a valid general release of
claims with respect to his employment and the termination of such employment, in
a form reasonably acceptable to the Company.

     (b) By Company Upon Termination of Agreement Due to Employee's Death or
Disability. In the event of the Employee's death or if the Company shall
terminate the Employee's employment hereunder for disability pursuant to Section
5(e) hereof, then:

               (i) the Company shall continue to pay the base salary payable
hereunder at the then current rate for (1) year after the termination of
employment to the Employee or his personal representative, as applicable;

               (ii) in the event of a termination pursuant to Section 5(e)
hereof, if


                                     - 10 -
<PAGE>

eligible, Employee shall be entitled to benefits under any long-term disability
plan of the Company covering the Employee then in effect; and

               (iii) all other compensation and benefits provided for in Section
3 of this Agreement shall cease upon such termination.

          (c) By Company for Cause or By Employee Without Good Reason. In the
event that: (i) the Company shall terminate the Employee's employment hereunder
for cause pursuant to Section 5(b) hereof; or (ii) the Employee shall terminate
employment hereunder without "good reason" as defined in Section 5(c) hereof,
then the Employee's rights hereunder shall cease as of the effective date of the
termination, including, without limitation, the right to receive the Base Salary
and all other compensation or benefits provided for in this Agreement, except
that the Company shall pay the Employee salary and other Compensation which may
have been earned and is due and payable but which has not been paid as of the
date of termination.

     7. Effect of Termination. In the event of expiration or early termination
of this Agreement as provided herein, neither the Company nor the Employee shall
have any remaining duties or obligations hereunder except that:

     (a) The Company shall:

               (i) Pay the Employee's accrued salary and any other accrued
benefits under Section 3 hereof;


                                     - 11 -
<PAGE>

               (ii) Reimburse the Employee for expenses already incurred in
accordance with Section 3(e) hereof;

               (iii) To the extent required by law, pay or otherwise provide for
any benefits, payments or continuation or conversion rights in accordance with
the provisions of any benefit plan of which the Employee or any of his
dependents is or was a participant; and

               (iv) Pay the Employee or his beneficiaries any compensation due
pursuant to Section 6 hereof; and

          (b) The Employee shall remain bound by the terms of Section 8 hereof
and Exhibit A attached hereto.

     8. Restrictive Covenant.

          (a) The Employee acknowledges and agrees that he has access to secret
and confidential information of the Company and its subsidiaries and that the
following restrictive covenant is necessary to protect the interests and
continued success of the Company. Except as otherwise expressly consented to in
writing by the Company, until the termination of the Employee's employment (for
any reason and whether such employment was under this Agreement or otherwise)
and for a period of one (1) year thereafter (the "Restricted Period"), the
Employee shall not, directly or indirectly, acting as an employee, owner,
shareholder, partner, joint venturer, officer, director, agent, salesperson,
consultant, advisor, investor or principal of any corporation or other business
entity, engage, in any state or territory of the United States of America or
other country where the Company is actively doing business, in direct or
indirect


                                     - 12 -
<PAGE>

competition with the business conducted by the Company or activities in which
the Company plans to conduct business.

          (b) Nothing in this Section 8, whether express or implied, shall
prevent the Employee from being a holder of securities of a company whose
securities are registered under Section 12 of the Securities Exchange Act of
1934, as amended, or any privately held company; provided, however, that during
the term of this agreement, and with respect to any company which may be deemed
to directly or indirectly compete with the business conducted by the Company or
with the activities which the Company plans to conduct, the Employee holds of
record and beneficially less than one percent (1%) of the votes eligible to be
cast generally by holders of securities of such company for the election of
directors.

          (c) The Employee, as a condition of his continued employment,
acknowledges and agrees that he has reviewed and signed and will continue to be
bound by all of the provisions set forth in Exhibit A attached hereto, which is
incorporated herein by reference and made a part hereof as though fully set
forth herein, during the term of this Agreement, and any time hereafter.

          (d) The Employee acknowledges and agrees that in the event of a breach
or threatened breach of the provisions of this Section 8 or Exhibit A by
Employee the Company may suffer irreparable harm and therefore, the Company
shall be entitled, to the extent permissible by law, immediately to cease to pay
or provide the Employee any compensation being, or to be, paid or provided to
him pursuant to Sections 3 or 6 of this Agreement, and also to obtain immediate
injunctive relief restraining the Employee from conduct in breach or threatened
breach of the covenants contained in this Section 8. Nothing herein shall be
construed as


                                     - 13 -
<PAGE>

prohibiting the Company from pursuing any other remedies available to it for
such breach or threatened breach, including the recovery of damages from the
Employee.

     9. Insurance. During the term of this Agreement, the Company shall maintain
standard directors and officers liability insurance in a face amount of no less
than $10,000,000.

     10. No Conflicts. The Employee has represented and hereby represents to the
Company that the execution, delivery and performance by the Employee of this
Agreement do not conflict with or result in a violation or breach of, or
constitute (with or without notice or lapse of time or both) a default under any
contract, agreement or understanding, whether oral or written, to which the
Employee is a party or of which the Employee is or should be aware and that
there are no restrictions, covenants, agreements or limitations on his right or
ability to enter into and perform the terms of this Agreement, and agrees to
save the Company harmless from any liability, cost or expense, including
attorney's fees, based upon or arising out of any such restrictions, covenants,
agreements, or limitations that may be found to exist.

     11. Waiver. The waiver by a party hereto of any breach by the other party
hereto of any provision of this Agreement shall not operate or be construed as a
waiver of any subsequent breach by a party hereto.

     12. Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of the Company, and the Company shall be
obligated to require any successor to expressly assume its obligations hereunder
and shall have the right to assign its rights to enforce the provisions of
Section 8 and Exhibit A to any successor. This Agreement


                                     - 14 -
<PAGE>

shall inure to the benefit of and be enforceable by the Employee or his legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. The Employee may not assign any of his duties,
responsibilities, obligations or positions hereunder to any person and any such
purported assignment by him shall be void and of no force and effect.

     13. Notices. Any notices required or permitted to be given under this
Agreement shall be sufficient if in writing, and if personally delivered or when
sent by first class certified or registered mail, postage prepaid, return
receipt requested--in the case of the Employee, to his residence address as set
forth below, and in the case of the Company, to the address of its principal
place of business as set forth below, in care of the Chief Executive Officer and
Chairman of the Board of Directors of the Company--or to such other person or at
such other address with respect to each party as such party shall notify the
other in writing.

     14. Construction of Agreement.

          (a) Governing Law. This Agreement shall be governed by and its
provisions construed and enforced in accordance with the internal laws of the
State of New Jersey without reference to its principles regarding conflicts of
law.

          (b) Severability. In the event that any one or more of the provisions
of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality or enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

          (c) Headings. The descriptive headings of the several paragraphs of
this Agreement are inserted for convenience of reference only and shall not
constitute a part of this


                                     - 15 -
<PAGE>

Agreement.

     15. Entire Agreement. This Agreement and Exhibit A hereto contains the
entire agreement of the parties concerning the Employee's employment and all
promises, representations, understandings, arrangements and prior agreements on
such subject, including but not limited to, the Employment Agreement, are merged
herein and superseded hereby. The provisions of this Agreement may not be
amended, modified, repealed, waived, extended or discharged except by an
agreement in writing signed by the party against whom enforcement of any
amendment, modification, repeal, waiver, extension or discharge is sought. No
person acting other than pursuant to a resolution of the Board of Directors
shall have authority on behalf of the Company to agree to amend, modify, repeal,
waive, extend or discharge any provision of this Agreement or anything in
reference thereto or to exercise any of the Company's rights to terminate or to
fail to extend this Agreement.

                                    * * * * *


                                     - 16 -
<PAGE>

     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed
and attested by its duly authorized officers, and the Employee has set his hand,
all as of the day and year first above written.

ATTEST:                                 GoAmerica, Inc.



__________________________              By:_____________________________
                                           Aaron Dobrinsky
                                           Chairman and Chief Executive Officer

                                        Address: 433 Hackensack Avenue
                                                 Hackensack, New Jersey 07601


WITNESS:                                EMPLOYEE



--------------------------              -------------------------------
                                        Daniel R. Luis

                                        Address:______________________________

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

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


                                     - 17 -
<PAGE>
                                                                       EXHIBIT A

                                 GoAmerica, Inc.

                                   EMPLOYEE'S
                    INVENTION ASSIGNMENT AND CONFIDENTIALITY
                                    AGREEMENT

         In consideration of my employment or continued employment by GoAmerica,
Inc., a Delaware corporation or any subsidiary or parent corporation thereof
(the "Company"), I hereby represent and agree as follows:

         1. I understand that the Company is engaged in the business of
providing wireless internet service and related services and that I may have
access to or acquire information with respect to Confidential Information (as
defined below), including processes and methods, development tools, scientific,
technical and/or business innovations.

         2. Disclosure of Innovations. I agree to disclose in writing to the
Company all inventions, improvements and other innovations of any kind that I
may make, conceive, develop or reduce to practice, alone or jointly with others,
during the term of my employment with the Company, whether or not they are
related to my work for the Company and whether or not they are eligible for
patent, copyright, trademark, trade secret or other legal protection
("Innovations"). Examples of Innovations shall include, but are not limited to,
discoveries, research, inventions, formulas, techniques, processes, tools,
know-how, marketing plans, new product plans, production processes, advertising,
packaging and marketing techniques and improvements to computer hardware or
software.

         3. Assignment of Ownership of Innovations. I agree that all Innovations
will be the sole and exclusive property of the Company and I hereby assign all
of my rights, title or interest in the Innovations and in all related patents,
copyrights, trademarks, trade secrets, rights of priority and other proprietary
rights to the Company. At the Company's request and expense, during and after
the period of my employment with the Company, I will assist and cooperate with
the Company in all respects and will execute documents, and, subject to my
reasonable availability, give testimony and take further acts requested by the
Company to obtain, maintain, perfect and enforce for the Company patent,
copyright, trademark, trade secret and other legal protection for the
Innovations. I hereby appoint the President and Chief Executive Officer of the
Company as my attorney-in-fact to execute documents on my behalf for this
purpose.

         4. Protection of Confidential Information of the Company. I understand
that my work as an employee of the Company creates a relationship of trust and
confidence between myself and the Company. During and after the period of my
employment with the Company, I will not use or disclose or allow anyone else to
use or disclose any "Confidential Information" (as defined below) relating to
the Company, its products, suppliers or customers except as may be necessary in
the performance of my work for the

<PAGE>

Company or as may be authorized in advance by appropriate officers of the
Company. "Confidential Information" shall include innovations, methodologies,
processes, tools, business strategies, financial information, forecasts,
personnel information, customer lists, trade secrets and any other non-public
technical or business information, whether in writing or given to me orally,
which I know or have reason to know the Company would like to treat as
confidential for any purpose, such as maintaining a competitive advantage or
avoiding undesirable publicity. I will keep Confidential Information secret and
will not allow any unauthorized use of the same, whether or not any document
containing it is marked as confidential. These restrictions, however, will not
apply to Confidential Information that has become known to the public generally
through no fault or breach of mine or that the Company regularly gives to third
parties without restriction on use or disclosure. Upon termination of my work
with the Company, I will promptly deliver to the Company all documents and
materials of any nature pertaining to my work with the Company and I will not
take with me any documents or materials or copies thereof containing any
Confidential Information.

         5. Other Agreements. I represent that my performance of all the terms
of this Agreement and my duties as an employee of the Company will not breach
any invention assignment agreement, confidential information agreement,
non-competition agreement or other agreement with any former employer or other
party. I represent that I have not and will not bring with me to the Company or
use in the performance of my duties for the Company any documents or materials
of a former employer that are not generally available to the public.

         6. Disclosure of this Agreement. I hereby authorize the Company to
notify others, including but not limited to customers of the Company and any of
my future employers, of the terms of this Agreement and my responsibilities
hereunder.

         7. Injunctive Relief . I understand that in the event of a breach or
threatened breach of this Agreement by me the Company may suffer irreparable
harm and monetary damages alone would not adequately compensate the Company. The
Company will therefore be entitled to injunctive relief to enforce this
Agreement.

         8. Enforcement and Severability. I acknowledge that each of the
provisions in this Agreement are separate and independent covenants. I agree
that if any court shall determine that any provision of this Agreement is
unenforceable with respect to its term or scope such provision shall nonetheless
be enforceable by any such court upon such modified term or scope as may be
determined by such court to be reasonable and enforceable. The remainder of this
Agreement shall not be affected by the unenforceability or court ordered
modification of a specific provision.

         9. Governing Law. I agree that this Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.

         10. Superseding Agreement. I understand and agree that this Agreement,
as Exhibit A to my Employment Agreement with the Company, contains the entire
agreement of the parties with respect to the subject matter hereof and
supersedes all

<PAGE>

previous agreements and understandings between the parties with respect to its
subject matter.

         11. Acknowledgments. I acknowledge that I have read this agreement, was
given the opportunity to ask questions and sufficient time to consult an
attorney and I have either consulted an attorney or affirmatively decided not to
consult an attorney. I understand that this agreement is a part of and does not
alter the terms of my Employment Agreement with the Company. I also understand
that my obligations under this Agreement survive the termination of my
employment with the Company.

                               *.*.*.*.*.*.*.*.*.*