Confidential Treatment is requested for portions of this document


                              EMPLOYMENT AGREEMENT



         This Employment Agreement ("Agreement") is made and entered into by and
between W. Donald Bell  ("Bell")  and Bell  Microproducts,  Inc.,  a  California
corporation ("Company"),  effective as of 7/1/99, and supersedes and replaces in
its entirety the  Employment  Agreement  between the parties dated  December 10,
1996.


                                   WITNESETH:


        WHEREAS,  Bell has been serving and  continues to serve as the Chairman,
President and Chief Executive Officer of Company; and

        WHEREAS, the parties wish to continue Bell's employment with Company for
a period of at least three years from the date of this Agreement and wish to set
forth the terms and conditions of that employment relationship in writing;


        NOW,  THEREFORE,  in consideration  of Bell's continued  employment with
Company, and other good and valuable consideration,  and in consideration of the
covenants  contained  herein,  the receipt and  sufficiency  of which are hereby
acknowledged, the parties do hereby agree and contract as follows:


         1.  Term  of  Employment.  Company  hereby  agrees  to  employ  Bell as
Chairman,  President and Chief Executive  Officer for the period commencing with
the date set forth above and ending on 12/31,  2002, unless Bell's employment is
terminated earlier pursuant to Paragraph 4 of this Agreement. After 12/31, 2002,
Bell's  employment with Company may be continued by mutual written  agreement of
the parties.


        2.  Duties.  Bell  accepts  employment  with  Company  as its  Chairman,
President  and Chief  Executive  Officer.  Bell  agrees to devote his full time,
attention  and best efforts to the  business  and affairs of the  Company.  Bell
shall perform all duties and responsibilities  commensurate with his position as
Chairman,  President and Chief Executive Officer and shall follow the reasonable
direction of the Board of Directors of the Company.  Company  agrees to nominate
Bell for election to Company's Board of Directors, and Bell agrees to serve, for
any period for which he is so elected, without additional compensation therefor.
Bell may serve on corporate,  civic or charitable boards or committees,  fulfill
speaking engagements and manage personal investments, so long as Company, in its
sole  discretion,  reasonably  determines that such activities do not interfere,
compete  with or  otherwise  pose a conflict  of  interest  with  respect to the
performance of Bell's duties and  responsibilities  under this  Agreement.  Bell
shall  comply with  Company's  policies and  procedures  as adopted from time to
time; provided, however, that to the extent any such policies and procedures are
inconsistent  with  this  Agreement,  the  provisions  of this  Agreement  shall
control.



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        3.      Compensation and Benefits. During the term of this Agreement,
Bell shall receive the following compensation and benefits:

                a. Base  Salary.  Bell shall  receive a minimum  base  salary of
        $375,000 per year, less applicable withholding,  payable monthly or more
        frequently in accordance with Company's customary payroll practices. The
        Compensation  Committee of the Company's Board of Directors shall review
        Bell's base salary at least  annually  and may, in its sole  discretion,
        increase  the base salary  under its normal  compensation  policies  for
        executive officers.

                b. Annual Incentive Compensation.  Bell shall participate in any
        and all annual incentive  compensation plans,  including but not limited
        to the  Management  Incentive  Program,  which may be established by the
        Compensation  Committee  of Company's  Board of Directors  for the Chief
        Executive  Officer  from  time to time.  In no event  shall  any  annual
        incentive  compensation plans established by the Compensation  Committee
        for the Chief  Executive  Officer after the date set forth above be less
        favorable  than  the  annual  incentive   compensation  plans  currently
        maintained for the Chief Executive Officer as of such date.

        c.      EPS Enhancement Incentive

                (i)  Within  thirty  (30) days  following  the  issuance  of the
        audited  financial  statements  for the 1999 fiscal year and each fiscal
        year thereafter  until the termination of this Agreement,  Company shall
        pay  Bell a  lump-sum  cash  incentive  payment  (the  "EPS  Enhancement
        Incentive")  equal to (i) $5,000 for each $0.01 of Company's  annual net
        earnings  per share (as  hereinafter  defined)  over and above [ * ] per
        share,  plus (ii) $3,000 for each $.01 if  Company's  annual net earning
        per share (as hereinafter defined) over and above [ * ] per share.

                (ii) For  purposes of this  Paragraph 3(c), the term "annual net
        earning per shares for any fiscal year shall mean the net profits of the
        Company,  after the provision for income taxes, any extraordinary  items
        of profit or loss and the  computation  of any  payments  due under this
        Paragraph  3(c),  expressed on a fully  diluted  earning per share basis
        (based on the  weighted  average  number of shares of  Company's  Common
        Stock  outstanding  or  equivalent   thereto  or  otherwise  treated  as
        outstanding  during such annual fiscal  period),  computed in accordance
        with   generally   accepted    accounting    principles   by   Company's
        interdependent  public  accountants and as reported in Company's audited
        financial statements for such fiscal year. The [ * ] and [ * ] per share
        thresholds  stated herein shall be adjusted to reflect the effect of any
        stock   dividends  on,  or  stock  splits  or  reverse   splits  of,  or
        recapitalizations,   reclassifications  or  other  similar  transactions
        affecting  Company's  Common Stock which are declared or effected  after
        the date of this Agreement in the same manner as such  dividends,  stock
        splits or  transactions  have been  reflected in the annual net earnings
        per share in accordance with generally accepted


                                        2

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        accounting  principles  and as reported in Company's  audited  financial
        statements,  and  the  $5,000  and  $3,000  amounts  shall  be  adjusted
        consistent  with the  goals  of the EPS  Enhancement  Incentive  and the
        amount that would otherwise be payable without such adjustment  pursuant
        to Section 3(c).

                (iii) If, in any fiscal  year,  the total  compensation  paid to
        Bell would result in a violation of the  compensation  deduction  limits
        contained in Section  162(m) of the  Internal  Revenue Code of 1986 (the
        "Code"),  or  any  successor  provision,   and  the  regulations  issued
        thereunder, a portion of the EPS Enhancement Incentive shall be credited
        to a deferred compensation account and shall become due and payable upon
        the effective  date of Bell's  termination of employment for any reason.
        The portion credited to the deferred  compensation  account shall be the
        amount  necessary to avoid such  violation  of Code 162(m).  All amounts
        credited to the  deferred  compensation  account  shall be adjusted  for
        interest,  compounded  quarterly,  at the prime  interest rate quoted by
        Citicorp,  NA. from time to time,  beginning  with the date the deferred
        compensation  account is established  and  continuing  until all amounts
        have been paid in full.  Upon  Bell's  termination  of  employment,  the
        balance  of the  deferred  compensation  account  shall be paid in equal
        annual  installments  not to  exceed  $500,000  per year.  The  deferred
        compensation  account shall at all times be entirely  unfunded.  Neither
        Bell nor his successors shall have any interest in the assets of Company
        by reason of the right to receive the amounts  credited to the  deferred
        compensation  account,  and Bell shall have only the rights of a general
        unsecured creditor with respect thereto.

                d. Long-Term   Disability  Insurance.  Company agrees to pay all
        premiums required for long-term disability insurance which shall provide
        Bell  with  a  disability   benefit  equal  to  (60%)  of  Bell's  total
        compensation  if, as the result of Bell's  incapacity due to physical or
        mental  illness,  Bell is unable to perform his duties as President  and
        Chief Executive  Officer.  Company may, in its discretion,  provide such
        long-term disability insurance under its group policy.

                e. Business  Expenses.  Company will reimburse Bell for ordinary
        and necessary travel and other  out-of-pocket  expenses incurred by Bell
        in connection  with the  performance  of his duties,  provided that Bell
        promptly submits to Company receipts verifying such expenses.

                f.  Other   Employee   Benefits.   Bell  shall  be  eligible  to
        participate  in any and all other  employee  benefit  plans and programs
        offered by Company from time to time,  including but not limited to, any
        medical,  dental,  short-term  disability and life  insurance  coverage,
        stock option plans or retirement plans, in accordance with the terms and
        conditions of those benefit plans and programs and on a basis consistent
        with that  customarily  provided to  Company's  executive  officers.  In
        addition, Company shall continue to maintain all life insurance policies
        currently in effect as one of the effective date set forth above.


                                       3

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                g. Vacation and Other  Absences.  Bell shall be entitled to paid
        vacations each year in accordance with Company's  then-current  vacation
        policy for executive officers. The rules relating to other absences from
        regular duties for holidays,  sick or disability leave, leave of absence
        without  pay,  or  for  other  reasons,  shall  be  the  same  as  those
        customarily provided to Company's executive officers.

        4.  Termination.  Unless  extended by mutual  written  agreement  of the
parties,  and except for the provisions hereof which are intended to survive for
other periods of time as specified  herein,  this Agreement  shall terminate (a)
upon the  expiration  date stated in Paragraph 1 December  31, 2002;  (b) at any
time upon mutual written  agreement of the parties;  (c) immediately upon Bell's
death;  (d) by the Company,  immediately and without prior written  notice,  for
"cause" (as defined in Section 5(c) below); or (e) by Bell or by Company for any
reason not  otherwise  covered by clauses  (a), (b), (c) or (d) herein,  with at
least  thirty  (30)  days'  written  notice to the  other.  Except as  otherwise
provided in  Paragraph  5, upon the  termination  of Bell's  employment  for any
reason,  Bell shall be entitled to receive his base salary through his last date
of employment,  any annual  incentive  employment,  the amounts  credited to the
deferred  compensation  account  described in Paragraph  3(c), any  unreimbursed
business  expenses  incurred  prior to such  termination  of employment and such
other employee  benefits to the extent  permitted by the applicable  policies or
plan documents or as required by law.

        5.      Severance Benefits.

                a.     Termination Without Cause or Involuntary Termination.  If
                Company  terminates  Bell's  employment  without cause or in the
                event of an  "involuntary  termination"  (as  defined in Section
                5(c) below) at any time during the term of this Agreement,  Bell
                shall  be  entitled  to  the  following   additional   severance
                benefits:

                                 (i) Base  Salary. Company shall continue to pay
                       Bell his then-current  base salary through the expiration
                       date  stated in  Paragraph  1, or such  later date as may
                       have been mutually agreed to in writing by the parties.

                                 (ii)   Benefits.   Company  shall  continue  to
                       provide, at no cost to Bell, medical, dental,  short-term
                       disability  and life insurance  benefits for Bell and his
                       dependents   through  the   expiration   date  stated  in
                       Paragraph 1, or such later date as may have been mutually
                       agreed to by the  parties,  at the same level of coverage
                       as  was  provided  to  Bell  immediately   prior  to  the
                       termination of his employment,  and shall continue to pay
                       all  premiums  required  for  the  long-term   disability
                       insurance  coverage  described in Paragraph  3(d) through
                       the expiration  date stated in Paragraph 1, or such later
                       date as may have been mutually  agreed to by the parties.
                       Confidential  Treatment is requested for portions of this
                       document.


                                       4

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         Company may, in its discretion,  provide the benefits  described herein
under the Company's group plans or under no less favorable  insurance  contracts
or  arrangements  secured  by  the  Company.  For  purposes  of  Title  X of the
Consolidated  Budget  Reconciliation  Act of  1985  ("COBRA"),  the  date of the
"qualifying  event" for Bell and his  dependents  shall be the  expiration  date
stated in Paragraph 1. Company's  obligations to provide the benefits  described
herein  shall cease if Bell and his  dependents  become  covered  under  another
employer's group medical, dental, short-term disability, long-term disability or
life  insurance  plans that  provide  Bell and his  dependents  with  comparable
benefits and levels of coverage.

                                 (iii) Portion of EPS Enhancement  Incentive for
                       Current  Fiscal  Year. Within  thirty (30) days after the
                       effective date of Bell's termination of employment,  Bell
                       shall  receive a lump-sum  cash  payment for a portion of
                       the EPS Enhancement  Incentive which he could have earned
                       for the fiscal year in which his  employment  terminates.
                       Such  portion  shall be based on the  cumulative  monthly
                       earning per share for such fiscal year through the end of
                       the month  coinciding  with or immediately  preceding the
                       effective  date of Bell's  termination  of  employment as
                       reported in Company's interim financial  statements.  For
                       purposes  of   determining   such   portion  of  the  EPS
                       Enhancement  Incentive,  the [ * ]  and [ * ]  thresholds
                       described  in  Paragraph  3(c) shall be pro rated for the
                       number  of  months  counted  in such  cumulative  monthly
                       earning  per share,  rounded  down to the  nearest  cent.
                       Exhibit  A sets  forth  an  example  of how the  payments
                       required   under  this  Paragraph   5(a)(iii)   shall  be
                       calculated,  but such Exhibit A shall not, in any manner,
                       limit the application of this Paragraph 5(a)(iii).

                                 (iv) Average    Annual  and   EPS   Enhancement
                       Incentives.  Within (30) days after the effective date of
                       Bell's  termination of  employment,  Bell shall receive a
                       lump-sum cash payment equal to three times the sum of (A)
                       the  monthly  average  of the EPS  Enhancement  Incentive
                       described  in  Paragraph  3(c) which Bell may have earned
                       for each fiscal year or portion  thereof  during the term
                       of this  Agreement,  including  the fiscal  year in which
                       Bell's  termination of employment  occurs,  multiplied by
                       twelve,  and (B) the monthly  average of all other annual
                       incentive  compensation described in paragraph 3(b) which
                       Bell may have  earned  for each  fiscal  year or  portion
                       thereof during the term of this Agreement,  including the
                       fiscal year in which  Bell's  termination  of  employment
                       occurs,  multiplied  by  twelve.  Exhibit A sets forth an
                       example of how the payments required under this Paragraph
                       4(a)(iv)  shall be  calculated,  but such Exhibit A shall
                       not,  in  any  manner,  limit  the  application  of  this
                       Paragraph 5(a)(iv).

                                 (v)     Acceleration    of    Stock    Options.
                       Notwithstanding  anything in the applicable  stock option
                       plan and successor plan, or stock option agreement to the
                       contrary,  upon the effective date of Bell's  termination
                       of employment, one hundred (100%) of the unvested portion
                       of any stock  option or  restricted  stock  award held by
                       Bell shall  automatically be accelerated in full so as to
                       become fully vested, subject to the restrictions relating
                       to "pooling-of-interests" accounting treatment



                                       5

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              contained  in  Section  3(a)(i)(3)  of  the  Management  Retention
              Agreement    entered   into   by   Bell   and   the   Company   on
              7/1, 1999, if applicable.

              b.  Termination  Upon  Disability.  If Bell's  employment with the
              Company is  terminated on account of disability at any time during
              the  term  of  this  Agreement,  Bell  shall  be  entitled  to the
              following additional benefits:

                  (i) Benefits. Company shall continue to provide, at no cost to
              Bell, medical, dental and life insurance benefits for Bell and his
              dependent as stated in Paragraph 1, or such later date as may have
              been  mutually  agreed  to by the  parties,  at the same  level of
              coverage as was provided to Bell  immediately  in writing prior to
              the termination of his employment.


        Company may, in its discretion,  provide the benefits  described  herein
under the Company's group plans or under no less favorable  insurance  contracts
or  arrangements  secured  by  the  Company.  For  purposes  of  Title  X of the
Consolidated  Budget  Reconciliation  Act of  1985  ("COBRA"),  the  date of the
"qualifying  event"  for  Bell  and  his  dependents  shall  be  the  end of the
twenty-four  month period following the effective date of Bell's  termination of
employment. Company's obligations to provide the benefits described herein shall
cease if Bell and his dependents  become covered under another  employer's group
medical,  dental or life  insurance  plans that provide Bell and his  dependents
with comparable benefits and levels of coverage.

                  (ii) Portion of EPS  Enhancement  Incentive for Current Fiscal
              Year.  Within thirty (30) days after the effective  date of Bell's
              termination  of  employment on accoupt of  disability,  Bell shall
              receive  a  lump-sum  cash  payment  for  a  portion  of  the  EPS
              Enhancement  Incentive  which he could have  earned for the fiscal
              year in which his  employment  terminates.  Such portion  shall be
              based on the cumulative  monthly earning per share for such fiscal
              year through the end of the month  coinciding  with or immediately
              preceding the effective date of Bell's  termination of employment,
              as  reported  in  Company's  interim  financial  statements.   For
              purposes  of  determining  such  portion  of the  EPS  Enhancement
              Incentive,  the [ * ] and [ * ]  thresholds described in Paragraph
              3(c) shall be pro rated for the  number of months  counted in such
              cumulative monthly earnings per share, rounded down to the nearest
              cent.


c. Definitions.


                  (i)  Cause.  "Cause"  shall  mean  (i)  any  act  of  personal
              dishonesty  taken  by Bell  in  connection  with  his  duties  and
              responsibilities  as  President  and Chief  Executive  Officer and
              intended to result in  substantial  personal  enrichment  of Bell,
              (ii) Bell's  conviction of a felony or (iii) a willful act by Bell
              which  constitutes  gross misconduct and which is injurious to the
              Company.


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                  (ii) Disability.  "Disability"  shall have the same meaning as
              set forth in the long-term  disability insurance contract referred
              to in Paragraph 3(d).

                  (iii) Involuntary Termination. "Involuntary termination" shall
              mean:

                       (A)  without  Bell's   express   written   consent,   the
              significant    reduction   of   Bell's   duties,    authority   or
              responsibilities,   relative   to   his   duties,   authority   or
              responsibilities as in effect immediately prior to such reduction,
              or the  assignment  to Bell of such reduced  duties,  authority or
              responsibilities;

                       (B) without Bell's express written consent, a substantial
              reduction,  without good business  reasons,  of the facilities and
              perquisites  (including  office space and  location)  available to
              Bell immediately prior to such reduction;

                       (C) a  reduction  by Company in Bell's  base salary as in
              effect immediately prior to such reduction;

                       (D) reduction by Company in the kind of level of employee
              benefits,   including   bonuses,   to  which  Bell  was   entitled
              immediately  prior to such  reduction  with the result that Bell's
              overall benefits package is significantly reduced; a material

                       (E) Bell's  relocation  to a facility or a location  more
              than thirty five (35) miles from  Bell's  then  present  location,
              without Bell's express written consent;

                       (F) any purported termination of Bell by Company which is
              not  effected  for  disability  or for  cause,  or  any  purported
              termination for which the grounds relied upon are not valid;

                       (G) the  failure of Company to obtain the  assumption  of
              this  Agreement  by any  successors  contemplated  in  Paragraph 8
              below; or

                       (H) any act or set of facts or circumstances which would,
              under  California  case law or stature  constitute a  constructive
              termination of Bell.

        6.  Covenant  Not to  Compete.  In  consideration  of Bell's  employment
hereunder and other good and valuable consideration, and in consideration of the
covenants  contained  herein,  the receipt and  sufficiency  of which are hereby
acknowledged, all of which are express payments for the obligations set forth in
this  Paragraph 6, Bell agrees that,  during his  employment and for a period of
two (2) years after the termination of the Agreement,  he will not,  directly or
indirectly, engage in (whether as an employee, consultant,  proprietor, partner,
director or  otherwise),  have any ownership  interest in, or participate in the
financing,  operation,


                                       7

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management  or control of any firm,  corporation  or business that engages in or
intends to engage in business that is in direct  competition  with the Company's
principal  business (as defined and discussed in Company's  documents filed with
the Securities Exchange Commission);  provided,  however, that nothing contained
herein shall prevent Bell from owning or  purchasing  securities of any business
entity whose securities are regularly traded n any national  securities exchange
or in the  over-the-counter  market if such  ownership does not result in his or
his  affiliates'  owning directly or beneficially at any time  five percent (5%)
of the voting securities of any corporation engaged in any business  competitive
to the business then carried on by Company.

        7. Remedies.  The restriction  contained in paragraph 6 is necessary for
Company's  protection,  and any breach  thereof will cause  Company  irreparable
damage for which there is not adequate  remedy at law.  Bell agrees that, in the
event of such  breach,  Company  shall,  in addition to any other  remedy  which
Company may have at law or in equity,  be entitled  to seek such  equitable  and
injunctive  relief as may be available without the necessity of proving damages.
Company agrees that, in the event of a breach of this Agreement by Company, Bell
shall have all such remedies as may be available at law or in equity.

        8. Successors.

              a. Company's Successors.  Any successor to Company (whether direct
        or indirect and whether by purchase, merger, consolidation,  liquidation
        or otherwise) to all or substantially  all of Company's  business and/or
        assets  shall  assume the  obligations  under this  Agreement  and agree
        expressly to perform the  obligations  under this  Agreement in the same
        manner  obligations  in the absence of a  succession.  For all  purposes
        under this Agreement,  the term "Company" shall include any successor to
        the Company's  business  and/or  assets which  executes and delivers the
        assumption  agreement  contemplated  by this  Paragraph  8(a)  or  which
        becomes bound by the terms of this Agreement by operation of law.

              b. Employee's  Successors.  The terms of this agreement and all of
        Bell's  hereunder  shall inure to the benefit of, and be enforceable by,
        Bell's  personal or legal  representatives,  executors,  administrators,
        successors, heirs, distributees, devisees and legatees.

        9. Notice.  Notices and all other  communications  contemplated  by this
Agreement  shall be in writing  and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. In the case of Bell, mailed notices shall
be addressed to him at the home address which he most recently  communicated  to
Company in writing. In the case of Company, mailed notices shall be addressed to
its corporate  headquarters,  and all notices shall be directed to the attention
of its  Secretary.


                                       8

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        10.  Coordination  of Agreements.  In the event of any conflict  between
this Agreement and the Management  Retention  Agreement entered into by Bell and
Company on 7/1/99, the terms of this Agreement shall control.


        11.  Miscellaneous Provisions.


              a. No Duty to Mitigate. Bell shall not be required to mitigate the
        amount of any payment contemplated by this Agreement, nor shall any such
        payment be reduced by any earning  that Bell may receive  from any other
        source.

              b.  Amendment;  Waiver.  No provision of this  Agreement  shall be
        modified,  waived  or  discharged  unless  the  modification,  waiver or
        discharge  is  agreed  to in  writing  and  signed  by  Bell  and  by an
        authorized  officer of Company  (other than  Bell).  No waiver by either
        party  of any  breach  of,  or of  compliance  with,  any  condition  or
        provision  of this  Agreement  by the other party shall be  considered a
        waiver of any other  condition or provision or of the same  condition or
        provision at any other time.

              c.   Whole   Agreement.   No   agreements,    representations   or
        understandings  (whether oral or written and whether express or implied)
        which are not  expressly set forth in this  Agreement  have been made or
        entered into by either party with respect to the subject  matter hereof.
        This Agreement supersedes in their entirety any prior or contemporaneous
        agreements,  whether written, oral, express, or implied, relation to the
        subject matter hereof.

              d. Governing Law. The validity,  interpretation,  construction and
        performance of this Agreement shall be governed by the laws of the State
        of California.

              e.  Severability.   The  invalidity  or  unenforceability  of  any
        provision or provisions of this Agreement  shall not affect the validity
        or enforceability  of any other provision hereof,  which shall remain in
        full force and effect.

              f. Withholding.  All payments made pursuant to this Agreement will
        be subject to the withholding of all applicable federal,  state or local
        income and employment taxes.

              g.  Counterparts.  This Agreement may be executed in counterparts,
        each of which  shall be deemed an  original,  but all of which  together
        will constitute one and the same instrument.


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         IN WITNESS WHEREOF,  the parties have executed this Agreement as of the
day and year set forth above.


COMPANY:                           BELL MICROPRODUCTS INC.


                                   Its:     Director E.J. Gelbock
                                       ----------------------------


                                   Dated:      7/12/99
                                         --------------------------


                                   /s/ W. Donald Bell
BELL:                              --------------------------------
                                   W. Donald Bell


                                   Dated:      6/30/99
                                         --------------------------


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                                   EXHIBIT A


        This Exhibit A sets forth an example of how the payments  required under
Paragraphs  5(a)(iii) and 5(a)(iv)  should be calculated,  but shall not, in any
manner, limit the application of such provisions.



        Example:  Assume that Bell is  terminated  on June 30,  1999.  Company's
earnings per share ("EPS") for FY 1999 are as follows:

           First Quarter   [*]
           Second Quarter  [*]
           Third Quarter   [*]
           Fourth Quarter  [*]

        During FY 1999, Bell earned the following incentive bonuses:

           First Quarter   [*]
           Second Quarter  [*]


           1. Paragraph 5(a)(iii)/EPS Enhancement Incentive for 1999.

           Cumulative Monthly EPS: [*]

           Pro Rata Threshold:     [*]

           EPS Enhancement
           Incentive for 1999:     [*]


           2. Paragraph 5(a)(Civ)/Average Annual and EPS Enhancement Incentives.


           (A)     EPS Enhancement Incentive

           Monthly Average EPS:    [*]     [*]

           Average Annual EPS:     [*]     [*]

           Three-Year Payout:      [*]     [*]


                                      A-1

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Confidential Treatment is requested for portions of this document.


           (B)     Other Incentive Bonuses:


           Monthly Average

           Incentive Bonus:        [*]

           Average Annual Bonus    [*]

           Three-Year Payout:      [*]


        Total Payout equals the sum of (A) and (B): [*]