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Exhibit 10.17TERMS AND CONDITIONS

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**Exhibit 10.17**
**EMPLOYMENT, CONFIDENTIALITY**
**AND NONCOMPETE AGREEMENT**
     This EMPLOYMENT, CONFIDENTIALITY AND NONCOMPETE AGREEMENT, is effective asof November 3, 1997 is entered into by and between Trompeter Electronics, Inc.,a Delaware corporation (“Trompeter”) and Joe Norwood (“Executive”).
**TERMS AND CONDITIONS**
     In consideration of the respective covenants and agreements of the partiescontained in this Agreement, the parties agree as follows:
     1. **Employment Services**. Trompeter hereby agrees to employ Executive, andExecutive hereby agrees to perform services for Trompeter, on the terms andconditions set forth in this Agreement. During the Employment Period (asdefined below), Trompeter and Executive agree that Executive will serve asPresident of Trompeter and as Vice President of Sterling Holding Company.During the Employment Period, Executive will perform such services of anexecutive and administrative character to Trompeter and its Affiliates (definedfor purposes of this Agreement as Trompeter, Sterling Holding Company and anypresent or future, direct or indirect, majority-owned subsidiary of SterlingHolding Company) as the Board of Directors of Trompeter (the “Board”) may fromtime to time direct (the “Employment Services”). Executive shall carry out hisduties faithfully, consistent with his fiduciary duties and to the best of hisability, and shall comply with the Board’s policies, procedures and rules andwith all applicable laws, rules and regulations. Executive shall report to theChairman of the Board. The Employment Services commenced on November 3, 1997and shall terminate as provided in paragraph 6 (the “Employment Period”).
     2. **Performance**. Executive shall devote substantially all of his time andefforts to the performance of his duties as specified in paragraph 1, andExecutive will not engage in any other business (whether or not pursued forprofit, gain or other advantage) or take any other positions which would, inthe aggregate, require any substantial portion of his time and attention.Nothing in this paragraph shall be construed as preventing Executive from (a)investing his personal assets in businesses which do not compete with Trompeteror any of its Affiliates in such form or manner as will not require anyservices on the part of Executive in the operation or the affairs of thecompanies in which such investments are made and in which his participation issolely that of an investor, or (b) purchasing securities in any corporationwhose securities are publicly traded, provided that such purchase shall notresult in his collectively owning beneficially at any time three percent (3%)or more of the equity securities of any corporation engaged in a business thatcompetes with Trompeter or any of its Affiliates.
 

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     3. **Compensation.**
          (a) During the Employment Period, Trompeter will pay Executive for theEmployment Services a base salary at the annual rate of $190,000 (“BaseSalary”), payable in semi-monthly installments. Trompeter may withhold from anyamounts payable to Executive such federal, state or local taxes as may berequired to be withheld pursuant to any applicable law or regulation and anyamounts required to be withheld in connection with Executive’s participation inbenefit plans. The Base Salary will be reviewed at least once every year by theBoard and may be increased by action of the Board from time to time. Inaddition to the Base Salary, Executive shall be eligible for bonus compensationof up to 60% of Base Salary based upon goals mutually agreed to by Trompeterand Executive. Your first bonus will be based upon performance in 1998.Trompeter will pay a discretionary bonus of between $10,000 to $15,000 at thetime bonuses for 1997 are paid to other executives of Trompeter.
          (b) In addition to Base Salary and bonus, Sterling Holding Company willgrant you options to purchase 100,000 shares of common stock pursuant to, andsubject to the terms and conditions of, Sterling’s form of stock optionagreement. Such options will vest over five years and be exercisable at aprice set by the Sterling board of directors.
     4. **Reimbursement for Expenses**.
          (a) Trompeter agrees to pay reasonable out-of-pocket expenses incurred byExecutive in furtherance of or in connection with the business of Trompeter andin accordance with Trompeter’s policies. If such expenses are paid in thefirst instance by Executive, Trompeter will arrange for Executive’sreimbursement upon receipt of appropriate vouchers and receipts in accordancewith Trompeter’s policies.
          (b) Trompeter agrees to pay (i) a reasonable real estate brokerscommission and other actual closing costs associated with the sale ofExecutive’s home in Connecticut, up to a maximum of $39,000, (ii) reasonableclosing costs up to $10,000 associated with Executive’s purchase of a residencein the Westlake Village, California area (provided, that if actual closingcosts are less than $10,000, any remaining portion of the $10,000 amount may beapplied to unreimbursed commissions and closing costs in connection with thesale of Executive’s home in Connecticut), (iii) reasonable expenses for movingExecutive’s household goods and furnishings and cars that are incurred inaccordance with Trompeter’s policies in connection with Executive’s relocationto California (as approved by Trompeter in advance based upon at least threecompetitive quotations from reputable moving companies), (iv) reasonable costsin connection with transporting Executive and Executive’s family fromConnecticut to the Westlake Village area, (v) up to six months of reasonabletemporary living expenses approved in advance by Trompeter, and (vi) a lump sumequal to 45% of the amounts paid by Trompeter under clauses (i) and (ii) above,up to a maximum of $20,000.
     5. **Benefits**. Executive shall be entitled to all fringe benefits offeredby Trompeter, on the same basis as made available to executives of Trompeterduring the Employment Period. Such fringe benefits shall include participationin any hospitalization, dental, medical insurance or other benefit policies orplans maintained for its employees by Trompeter, and such other benefits as mayfrom time to time be made available to Executive. Eligibility for medical anddental coverage will commence on the 60th day of employment. In lieu of lifeinsurance otherwise
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provided by Trompeter, Executive shall be entitled to aterm life insurance policy for $1,000,000, provided Executive’s underwritingrating is standard or better. Trompeter shall pay the premiums on such policyduring the Employment Period and during any period in which Executive isreceiving Severance Payments as defined in Section 6, and, if the EmploymentPeriod is terminated due to Executive’s disability (as defined in Section 6),Trompeter will continue such policy in effect for the lesser of (i) theremaining term of such policy or (ii) one year. Executive shall be entitled totwo (2) days of paid vacation during 1997, ten (10) days of paid vacationduring 1998, fifteen (15) days during 1999, and twenty (20) days thereafter.Executive may carry over up to five (5) days of unused vacation from one yearto the next. Executive shall be entitled to an annual car allowance of $7,000.
     6. **Termination of Employment Period**. The Employment Period will continueuntil the earlier of (i) Executive’s death, (ii) Executive’s disability, whichshall be deemed to occur in the event Executive is unable to perform theEmployment Services for 90 days in any 12-month period, (iii) Executive’stermination by the Company for “Cause” or any other reason, (iv) 90 days afterExecutive gives notice that he desires to terminate the Employment Period. Forpurposes of this Agreement, “Cause” shall mean Executive’s breach of thisAgreement or Executive’s refusal or failure to perform his obligations underthis Agreement; acts or omissions by Executive constituting negligence, neglector dereliction of his duties; fraud by Executive; dishonesty by Executive inconnection with any dealings with the Board or Trompeter’s Affiliates,securities holders or officers; dishonesty by Executive that is injurious toTrompeter or its Affiliates; criminal acts by Executive; or other acts oromissions by Executive which are materially injurious to Trompeter or any ofits Affiliates. If the Employment Period is terminated by Executive’sresignation, retirement, death, disability or termination for Cause, thenExecutive shall be entitled to his Base Salary, bonus (accrued through thetermination date) and benefits for Employment Services rendered through thedate the termination is effective, at the rate and upon the conditions then ineffect. Trompeter may also terminate the Employment Period at any time for areason other than cause, in which case Executive shall receive his Base Salary,bonus (accrued through the termination date) and benefits for EmploymentServices rendered through the date the termination is effective, at the rateand upon the conditions then in effect, plus semi-monthly severance payments,for a six month period (the “Severance Payments”), at a rate equal to theamount of Base Salary that Executive would have been paid during such six monthperiod.
     7. **Confidentiality and Proprietary Rights**.
          (a) Executive recognizes and acknowledges that Trompeter and itsAffiliates’ trade secrets and proprietary information and procedures, as theymay exist from time to time, are valuable, special and unique assets ofTrompeter and its Affiliates’ business, access to and knowledge of which areessential to the performance of Executive’s duties hereunder. Executive agreesto hold as Trompeter and its Affiliates’ property, all memoranda, books,papers, letters, formulas and other data, and all copies thereof and therefrom,in any way relating to Trompeter and its Affiliates’ business and affairs,whether made by him or otherwise coming into his possession, and on terminationof his employment, or on demand of Trompeter or any of its Affiliates, at anytime, to deliver the same to Trompeter or any of its Affiliates.
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          (b) Executive hereby agrees he will not at any time during his employmentor thereafter disclose to any third party (other than such disclosure whichExecutive reasonably believed in good faith to be in the best interests ofTrompeter and its Affiliates) or use for the benefit of himself or any thirdparty any Confidential Information (as such term is defined in paragraph 7(d)below) without prior written authorization of Trompeter or one of itsAffiliates.
          (c) Executive hereby sells, transfers and assigns to Trompeter all of hisentire right, title and interest to the Proprietary Rights (as such term isdefined in paragraph 7(e) below) and agrees to promptly take all action andsign and deliver all instruments as Trompeter or any of its Affiliates mayrequire at any time hereafter (i) to vest or perfect in Trompeter and itssuccessors, assigns and nominees all right, title and interest in and to theProprietary Rights; (ii) to assist Trompeter or any of its Affiliates infiling or prosecuting any application for registration, in Executive’s name,Trompeter’s name, the name of any of its Affiliates or any other name, in anycountry, for any patent, trademark, service mark, copyright, mask work or otherregistration on the Proprietary Rights, or any modification, reissue, division,continuation, revival or extension thereof, or (iii) in conducting any legalor administrative proceedings for securing, protecting or enforcing any of theforegoing or otherwise relating to the Proprietary Rights. Executive furtheragrees to disclose to Trompeter or any of its Affiliates promptly allinformation, details and data pertaining to the Proprietary Rights to theextent such information, details or data are not presently known to Trompeteror any of its Affiliates.
          (d) As used in this Agreement, “Confidential Information” shall meaninformation which is not generally known to the public in the form available toExecutive and which was or is used, developed or obtained by Trompeter or anyof its Affiliates relating to the business of Trompeter or any of itsAffiliates, or research and development, including, but not limited to, allclient or customer lists, marketing strategies and techniques, trade secrets,engineering or other know-how or other information pertaining to the financialcondition, business, research and development or prospects of Trompeter or anyof its Affiliates.
          (e) As used in this Agreement “Proprietary Rights” shall mean any and allinventions, discoveries, research, engineering methods, systems, formulas,designs, mask works, copyrights, software, data, processes, products, projects,improvements and developments all whether or not published, confidential,protected or susceptible of protection by patent, trademark, service mark,copyright or other form of legal protection and whether or not any attempt hasbeen made to secure such protection, which were made, conceived or reduced topractice at any time by Executive or by any other employee or consultant ofTrompeter or any of its Affiliates, in whole or in part at the expense of, onthe premises of, with the assistance of the employees or consultants of, orwith the equipment or supplies of, Trompeter or any of its Affiliates, and anyand all other Confidential Information.
     8. **Non-Competition Agreement**.
          (a) In consideration of the agreements set forth in this Agreement,Executive agrees that while he is employed by Trompeter and for any periodthereafter during which Trompeter is making severance payments to Executivepursuant to paragraph 6 of this
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Agreement or otherwise, he will not in any way,directly or indirectly, except in the proper exercise of his employment byTrompeter or its Affiliates:
          (i) engage in, represent, furnish consultant services to, beemployed by, or have any interest (whether as owner, principal, director,officer, partner, agent, consultant, stockholder, or otherwise) in anybusiness which (A) engages in the manufacture, development, design and/orsale of connectors, including high frequency coaxial connectors, fiberoptic connectors and other connectors; cable assemblies; or otherproducts made or proposed to be made by Trompeter or its Affiliatesduring the period in which Executive was employed by Trompeter; or (B)otherwise engages in a line(s) of business similar to those engaged in byTrompeter or any of its Affiliates at any time during the period in whichExecutive was an employee of Trompeter. Such restrictions shall apply inthe specific geographic and customer markets served by Trompeter or anyof its Affiliates at any time during or upon termination of, the periodin which Executive or his Permitted Transferees was an employee ofTrompeter (which shall include but not be limited to the United States).This paragraph 8(a)(i) shall not prevent Executive from owning up tothree percent (3%) of the outstanding stock of any publicly tradedcompany which competes with Trompeter provided Executive does notparticipate in the business of such entity;
          (ii) (A) solicit, offer employment to, otherwise attempt to hire, orassist in the hiring of any person who is or was, an employee ofTrompeter or any of its Affiliates, (B) encourage, induce, assist, orassist others in inducing any such person to terminate his or heremployment with Trompeter or any of its Affiliates, or (C) in any wayinterfere with the relationship between Trompeter or any of itsAffiliates and their employees. This paragraph 8(a)(ii) shall cease tobe applicable to any former employee of Trompeter or its Affiliates 12months after such former employee ceased to be employed by Trompeter orits Affiliates;
          (iii) (A) contact or solicit, or direct or assist others to contactor solicit, for the purpose of promoting any person’s or entity’s attemptto compete with Trompeter or any of its Affiliates, in any businesscarried on by Trompeter or any of its Affiliates during the periodExecutive was an employee of Trompeter, any customers, suppliers or otherbusiness associates of Trompeter or any of its Affiliates that wereexisting or identified prospective customers, suppliers or associatesduring such period, or (B) otherwise interfere in any way in therelationships between Trompeter or any of its Affiliates and theircustomers, suppliers and business associates; or
          (iv) offer to sell, or negotiate with respect to orders or contractsfor the manufacture, development, design and/or sale of, connectors,including high frequency coaxial connectors, fiber optic connectors andother connectors; cable assemblies; screw machine products or otherproducts made or proposed to be made by Trompeter or its Affiliatesduring the period Executive was an employee of Trompeter; or any otherproduct of the type designed, developed or under development,manufactured or sold by or for Trompeter or any of its Affiliates, to orwith anyone with whom Trompeter or any of its Affiliates has so dealtduring the period in which Executive was an employee of Trompeter.
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          (b) Executive agrees that this covenant is reasonable with respect to itsduration, geographic area and scope. It is the desire and intent of theparties that the provisions of this paragraph 8 shall be enforced to thefullest extent permissible under the laws and public policies applied in eachjurisdiction in which enforcement is sought. Accordingly, if any particularportion of this paragraph 8 shall be adjudicated to be invalid orunenforceable, this paragraph 8 shall be deemed amended to delete therefrom theportion thus adjudicated to be invalid or unenforceable, such deletion to applyonly with respect to the operation of this paragraph 8 in the particularjurisdiction in which such adjudication is made.
          (c) Nothing in this paragraph 8 shall reduce or abrogate any employmentobligations of Executive.
     9. **Further Assistance**. During the Employment Period and thereafter,Executive will not make any disclosure, issue any public statements orotherwise cause to be disclosed any information which is designed, intended ormight reasonably be anticipated to discourage suppliers or customers ofTrompeter or any of its Affiliates or otherwise have a negative impact oradverse effect on Trompeter or any of its Affiliates. Following the EmploymentPeriod, Executive will provide assistance reasonably requested by Trompeter inconnection with actions taken by Executive during the Employment Period,including but not limited to assistance in connection with any lawsuits orother claims against Trompeter arising from events during the EmploymentPeriod.
     10. **Complete Agreement**. This Agreement, those documents expresslyreferred to herein and other documents executed by the parties of even dateembody the complete agreement between the parties in respect to the engagementof Executive by Trompeter for Employment Services, and supersede and preemptany prior understandings, agreements or representations by or among theparties, written or oral, which may have related to the subject matter hereofin any way. The provisions herein shall be regarded as divisible, and if anyof such provisions or any part thereof are declared invalid or unenforceable,the validity and enforceability of the remainder of such provisions or partsthereof and the applicability thereof shall not be affected thereby.
     11. **Counterparts**. This Agreement may be executed in separatecounterparts, each of which is deemed to be an original and all of which takentogether constitute one and the same agreement.
     12. **Successors and Assigns**. This Agreement is intended to bind and inureto the benefit of and be enforceable by Executive, Trompeter and theirrespective successors and assigns; provided that in no event shall Executive’sobligations under this Agreement be delegated or transferred by Executive, norshall Executive’s rights be subject to encumbrance or to the claims ofExecutive’s creditors. Without limiting the foregoing, Executive’s right toreceive payments under this Agreement shall not be assignable or transferable,whether by pledge, creation of a security interest or otherwise, other than atransfer by his will or trust or by the laws of descent or distribution, and inthe event of any attempted assignment or transfer contrary to this paragraphTrompeter shall have no liability to pay any amount so attempted to be assignedor transferred. This
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Agreement is for the sole benefit of the parties heretoand shall not create any rights in third parties other than Trompeter’sAffiliates.
     13. **Remedies**. Trompeter will be entitled to enforce its rights under thisAgreement specifically, to recover damages by reason of any breach of anyprovision of this Agreement and to exercise all other rights to which it may beentitled. Executive agrees and acknowledges that money damages may not be anadequate remedy for breach of the provisions of this Agreement and thatTrompeter may in its sole discretion apply to any court of law or equity ofcompetent jurisdiction for specific performance and/or injunctive relief inorder to enforce or prevent any violations of the provisions of this Agreement.
     14. **Representations and Warranties of Executive**. Executive represents andwarrants that he has full power and authority to enter into this Agreement andto perform his obligations hereunder. This Agreement constitutes the valid andlegally binding obligation of Executive, enforceable in accordance with itsterms and conditions. The execution and delivery of this Agreement and theconsummation of the transactions contemplated hereby will not (a) conflictwith, result in a breach of, constitute a default under, result in theacceleration of, create in any party the right to accelerate, terminate modifyof cancel or require any notice under any contract, lease, sublease, license,franchise, permit, indenture, agreement or mortgage for borrowed money,instrument of indebtedness, security interest or other obligation or liabilityto which Executive is a party or by which he is bound or to which any of hisassets is subject (including but not limited to employment, nondisclosure andconfidentiality agreements) or (b) violate any statute, regulation, rule,judgment, order, decree or other restriction of any government, governmentagency or court to which Executive is subject.
     15. **Choice of Law**. All questions concerning the construction, validityand interpretation of this Agreement will be governed by the internal law, andnot the law of conflicts, of the State of California, and all controversiesrelated to it will be governed by the provisions of paragraph 16.
     16. **Mutual Agreement to Mediate and/or Arbitrate**.
          (a) Trompeter and Executive recognize that differences may arise betweenthem. Through the provisions of this paragraph 16, both parties expect to gainthe benefits of a speedy, economical, impartial dispute-resolution procedure.This paragraph 16 shall apply to all disputes or controversies, whether or notarising out of Executive’s employment (or termination of that employment), thatTrompeter may have against Executive, or that Executive may have againstTrompeter or against its officers, directors, securities holders or agents(“Claims”). The Claims include, but are not limited to, controversies relatingto compensation or benefits, breach of any contract, torts, discriminationunder state, federal or local law, and violation of any federal, state, orother governmental law, statute, regulation, or ordinance. However, thisparagraph 16 shall not apply to any Claim: (i) by the Executive for workers’compensation or unemployment benefits; or (ii) by Trompeter for injunctiveand/or other equitable relief, including, but not limited to, breach of anynoncompetition agreement, unfair competition and/or the use and/or unauthorizeddisclosure of trade secrets or
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confidential information. With respect tomatters referred to in clause (ii) above, Trompeter may seek and obtaininjunctive relief in court, and then proceed with arbitration under thisparagraph 16.
          (b) For purposes of this paragraph 16, the term “Trompeter” is defined toinclude its parent and all subsidiary, affiliates and related entities, allbenefit plans, the benefit plans’ sponsors, fiduciaries, administrators,affiliates, managers, supervisors, agents, and all successors and assigns ofany of them.
          (c) EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL OR COURT TRIAL. THE SOLEAND EXCLUSIVE METHOD TO RESOLVE ANY CLAIM IS MEDIATION OR ARBITRATION ASPROVIDED IN THIS PARAGRAPH 16. The parties each waive their right to commencean action in any court to resolve a Claim. Neither party shall initiate orprosecute any lawsuit in any way related to any Claim covered by this paragraph16. To the extent permitted by law, Executive agrees not to initiate orprosecute against Employer any administrative action (other than anadministrative charge of discrimination) in any way related to any Claimcovered by this paragraph 16.
          (d) An Claim by Executive (an “Executive Claim”) or a Claim by Trompeter(a “Company Claim”) must be processed in the manner set forth below, otherwisethe Claim shall be void and deemed waived even if there is a federal or statestatute of limitations which would allow more time to pursue the Claim.
          (e) An Executive Claim must initially be raised verbally by Executivedirectly with the employee or other person involved. A Company Claim must beinitially raised verbally by a Trompeter representative directly withExecutive.
          (f) If a Executive Claim cannot be resolved pursuant to paragraph 16(e),it must be presented to Executive’s immediate supervisor within one (1) yearafter the Executive initially knew or should have known of the facts that gaverise to the Claim. The supervisor will answer the Claim within fifteen (15)days from the date the Claim was presented. If the supervisor fails to respond,it will be considered a denial of the Executive’s Claim.
          (g) If a Company Claim cannot be resolved pursuant to paragraph 16(e), itmust be presented to Executive within one (1) year after Trompeter initiallyknew or should have known of the facts that gave rise to the Claim. TheExecutive will answer the Claim within fifteen (15) days from the date theClaim was preserved. If the Executive fails to respond, it will be considered adenial of the Company Claim.
          (h) If Executive is not satisfied with the supervisor’s answer, or thenature of the Claim is such that Executive does not wish to present it to thesupervisor, Executive must present the Claim, in writing, to the Board withinone (1) year after the
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Executive initially knew or should have known of thefacts that gave rise to the Claim. If Executive does not present the Claim inwriting to the Board within the one (1) year period, Executive will be deemedto have accepted Trompeter’s last stated position on the Claim and waived theright to further contest the Claim.
          (i) If Trompeter is not satisfied with the Executive’s answer to a CompanyClaim, Trompeter must present the Claim, in writing, to the Executive withinfifteen (15) working days after Trompeter receives the Executive’s answer. IfTrompeter does not present the Claim in writing to the Executive within thefifteen (15) day, or one (1) year period, whichever is applicable, Trompeterwill be deemed to have accepted the Executive’s last stated position on theClaim and waived the right to further contest the Claim.
          (j) Trompeter will consider Executive’s written presentation of the Claim,and any other information that Trompeter deems relevant. Trompeter will notifyExecutive in writing of its decision within fifteen (15) working days. IfTrompeter fails to respond, it will be deemed a denial of the Executive’sClaim.
          (k) The Executive will consider Trompeter’s written presentation of theClaim, and any other information that the Executive deems relevant. TheExecutive will notify Trompeter in writing of its decision within fifteen (15)working days. If the Executive fails to respond, it will be deemed a denial ofTrompeter’s Claim.
          (l) Either party who is not satisfied with the decision of the other, andwishes to proceed further, shall request a voluntary, non-binding mediation. Ifmediation is not utilized, the Claim will be deemed resolved on the basis ofthe other party’s last position, and the party presenting the Claim will havewaived the right to further contest the Claim. Executive and Company agree toutilize mediation in good faith with the goal of resolving the Claim. If theparties cannot mutually agree on the mediator, they will utilize the AmericanArbitration Association (“AAA”) mediation dispute resolution procedures. Themediation shall take place in or near the city in which Executive is or waslast employed by Trompeter. If the mediation does not result in a settlementof the Claim, either patty may serve written notice to the other party of itsintention to proceed to arbitration, within fifteen (15) working days from thetermination of the mediation.
          (m) The written notice of desire to arbitrate shall describe the factualbasis of all Claims asserted. If written notice of desire to arbitrate is notserved within the applicable time period, the party who failed to timely servenotice will be deemed to have waived the right to further contest the Claim,and will be deemed to have accepted the other party’s last stated position onthe Claim.
          (n) The arbitration shall be conducted in accordance with the then-currentNational Rules for the Resolution of Employment Disputes of the AAA before asingle arbitrator. The arbitration shall take place in or near the city inwhich Executive is or was last employed by Trompeter.
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                 (i) The Arbitrator shall be selected in the following manner. The AAAshall give each party a list of 11 arbitrators drawn from its panel of laborand employment arbitrators. Each party may strike all names on the list itdeems unacceptable. If only one common name remains on the lists of bothparties, that individual shall be the Arbitrator. If more than one common nameremains on the lists of both parties, the parties shall strike namesalternately in a telephone conference no more than five (5) days after theparties receive notice that more than one acceptable arbitrator remains, untilonly one remains. If no common name remains on the lists of all parties, theAAA shall furnish one additional list, and the above procedure will beutilized. If no arbitrator is designated from the second list, the procedure ofthe AAA rules will be utilized to select the Arbitrator.
                 (ii) Any party may be represented by an attorney or other representativeselected by the party.
                 (iii) The parties waive the provisions of California Code of CivilProcedure Section 1283.05. Each party shall have the right to take thedeposition of one individual and any expert witness designated by anotherparty. Each party also shall have the right to make requests for production ofdocuments to the other party. Additional discovery may he had only where thearbitrator so orders, upon a showing of substantial need. All issues related todiscovery will be resolved by the Arbitrator.
                 (iv) At least fourteen (14) days before the arbitration, the parties mustexchange lists of witnesses, including any expert, and copies of all exhibitsintended to be used at the arbitration.
          (o) The Arbitrator will have no authority to: (a) adopt new policies orprocedures for Trompeter, (b) modify this paragraph 16 or existing Trompeterpolicies, procedures, wages or benefits, or (c) in the absence of a writtenwaiver pursuant to paragraph 16(q) below, hear or decide any matter that wasnot processed in accordance with this paragraph 16. The Arbitrator shall haveexclusive authority to resolve any Claim, including, but not limited to, adispute relating to the interpretation, applicability, enforceability orformation of this paragraph 16, or any contention that all or any part of thisparagraph 16 is void or voidable. The Arbitrator will have the authority toaward any form of remedy or damages that would be. available in a court.
          (p) Trompeter shall pay reasonable and necessary fees of the AAA and themediator and/or Arbitrator, unless Executive elects to pay one-half (1/2) ofthe fees. The parties will pay their own attorneys fees and expenses associatedwith the mediation and/or arbitration.
          (q) Either party, in the party’s sole discretion, may, in writing, waive,in whole or in part, the other’s failure to follow any time limit or otherrequirement set forth in this paragraph 16.
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          (r) To the extent permitted by law, Executive agrees not to initiate orprosecute against Trompeter any administrative action (including anadministrative charge of discrimination to the extent permitted by law) in anyway related to any Claim covered by this paragraph 16.
          (s) The mediation and/or arbitration will be conducted in private, andwill not be open to the public or the media. The testimony and other evidencepresented, and the results of the mediation and/or arbitration, unlessotherwise agreed to by both parties, are confidential and may not be disclosed,made public or reported to any person or entity, including, but not limited to,any legal or news agency, publisher or service, except pursuant to a courtorder, provided that Trompeter or Executive gives sufficient prior writtennotice of any judicial proceeding at which a court order is being sought, toenable the other to seek a protective order before disclosure occurs.
          (t) The Arbitrator shall render a written decision and award (the“Award”), which shall set forth the facts and reasons that support the Award.The Award, shall be final and binding on Trompeter and Executive.
          (u) This paragraph 16 shall survive the termination of the EmploymentPeriod, and can only be revoked or modified by a writing signed by the partieswhich specifically states an intent to revoke or modify this paragraph 16.
          (v) This paragraph 16 is the complete agreement of the parties on thesubject of mediation or arbitration of disputes. This paragraph 16 supersedesany prior or contemporaneous oral or written understanding on the subject. Noparty is relying on any representations, oral or written, on the subject of theeffect, enforceability or meaning of this paragraph 16, except as specificallyset forth in this paragraph 16.
          (w) If any provision of this paragraph 16 is held to be invalid orunenforceable, in whole or in part, the remaining portions of this paragraph 16shall continue to be valid and will be performed, construed and enforced to thefullest extent permitted by law. The invalid or unenforceable provision shallbe deemed amended and limited in accordance with the intent of the parties, asdetermined from the face of the paragraph 16, to the extent necessary to permitthe maximum enforceability or validation of the provision.
          (x) This paragraph 16 is not, and shall not be construed to create, acontract of employment expressed or implied.
     17. **Modifications and Waivers**. No provision of this Agreement may bemodified, altered or amended except by an instrument in writing executed by theparties hereto. No waiver by any party hereto of any breach by any other partyhereto of any term or provision of this Agreement to be performed by such otherparty shall be deemed a waiver of similar or dissimilar terms or provisions atthe time or at any prior or subsequent time.
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     18. **Headings**. The headings contained herein are solely for the purpose ofreference, are not part of this Agreement and shall not in any way affect themeaning or interpretation of this Agreement.
     19. **Notices**. Except as otherwise expressly set forth in this Agreement,all notices, requests and other communications to be given or delivered underor by reason of the provisions of this Agreement shall be in writing and shallbe given (and, except as otherwise provided in this Agreement, shall be deemedto have been duly given if so given) in person, by cable, telegram, facsimiletransmission, mailed by first class registered or certified mail, postage,prepaid or sent by overnight courier to the parties at the following addresses(or such other address as shall be furnished in writing by like notice,provided, however, that notice of change of address shall be effective onlyupon receipt):   Notices to Executive   Joe Norwood10 Mountaincrest DriveCheshire, CN 06410 Notices to Trompeter:   Trompeter Electronics, Inc.31186 LaBaya DriveP.O. Box 5069Westlake Village, CA 91359-5069Attn: William N. Stout witha copy to:   Thomas R. Stephens, Esq.Bartlit Beck HermanPalenchar & Scott511 Sixteenth Street, Suite 700Denver, Colorado 80202
     20. **Expenses**. Each party will pay its own expenses in connection withthis Agreement and the performance of the transactions and obligationscontemplated by this Agreement.
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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to beduly executed on the day and year first above written.                                             /s/ Joe Norwood   Joe Norwood            TROMPETER ELECTRONICS, INC.