Exhibit 10.29

                               SEVERANCE AGREEMENT

      This Severance Agreement is made and entered into as of this 20th day of
January, 2000, by and between Designs, Inc. (the "Company"), a corporation
organized and existing under the laws of Delaware with a principal place of
business at 66 B Street, Needham, Massachusetts 02494, and Scott N. Semel
("Semel"), an individual residing at 54 Knob Hill Street, Sharon, Massachusetts
02067.

      WHEREAS, the Company and Semel are parties to an Employment Agreement
dated as of October 16, 1995 (the "Employment Agreement") whereby Semel was
employed as Senior Vice President, General Counsel and Secretary of the Company,
which agreement expires October 15, 2000; and

      WHEREAS, the Company and Semel agree to terminate the Employment Agreement
on the terms and conditions hereinafter set forth.

      NOW THEREFORE, in consideration of the promises and conditions set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

      1. Resignation. In consideration of the terms and conditions of this
Severance Agreement, Semel hereby tenders his resignation to the Company
effective January 20, 2000 (the "Resignation Date"), and the Company accepts his
resignation to be effective on the Resignation Date. From and after the
Resignation Date, Semel shall no longer be an employee of the Company and shall
have no further duties or responsibilities on behalf of the Company, except as
provided herein.

      2. Severance Payments. The Company shall pay Semel the aggregate sum of
Five Hundred Thirty Thousand Seven Hundred Seventeen Dollars and Forty Cents
($530,717.40) (the "Severance Payment"), in accordance with the attached Payment
Schedule. Payments shall be made by direct deposit into Semel's account into
which direct deposits are currently being made by the Company or into such other
account as Semel may direct in writing, and the Company shall send or cause to
be sent to Semel written confirmation of each such
<PAGE>

deposit. Semel shall be responsible for payment of any and all of his local,
state and federal income taxes related to the Severance Payment. Semel will
receive a Form 1099 from the Company at the end of each calendar year.

      3. Security. Within five business days after the Resignation Date, as a
condition to the effectiveness of this Severance Agreement, the Company shall
obtain and shall provide to Semel an irrevocable letter of credit, in a form
reasonable satisfactory to Semel in the aggregate amount of Five Hundred Thirty
Thousand Seven Hundred Seventeen Dollars and Forty Cents ($530,717.40), which
shall secure the outstanding balance remaining from time to time of the
Severance Payment obligation set forth in paragraphs 2 and 10 hereof. The amount
of the letter of credit may be reduced from time to time by an amount not to
exceed the amount, as of the date of said reduction, of the severance payments
theretofore made to Semel pursuant to paragraph 2 hereof and the
deductions/setoffs theretofore made pursuant to paragraphs 4 and 5 hereof, as
reflected on the attached Payment Schedule. Nothing contained in this paragraph
shall be construed to limit the Company's indemnification obligations to Semel
pursuant the Company's By-laws ("By-Laws") and the Indemnification Agreement
dated as of December 10, 1998 ("Indemnification Agreement") between Semel and
the Company.

      4. Medical/Dental Insurance. The Company shall continue to provide Semel
with family medical and dental insurance coverage, on the same terms and
conditions that it provides such coverage to its employees, through July 15,
2000. Thereafter, Semel shall be entitled to apply for and receive continuation
of medical insurance coverage at his sole cost and expense through COBRA until
January 15, 2002, at the Company's COBRA rate. Semel's costs for the family
medical and dental insurance coverage for the period from the Resignation Date
until July 15, 2000 are set forth on the attached Payment Schedule and the costs
shall be deducted from the Severance Payments due to Semel from the Company.

      5. Car. Semel shall purchase from the Company in "AS IS" condition, and
the Company shall sell to Semel and transfer title thereof to Semel as of the
Resignation Date, the black Audi automobile (vehicle identification
#WAUBG84DOVN000944) which the Company has provided for his use during his
employment at the Company, at a price of $26,935.51. Semel shall pay the
purchase price in three (3) installments, as provided in the


                                       2
<PAGE>

attached Payment Schedule, by setting off said amounts against the amounts due
from the Company to Semel as Severance Payments.

      6.    Benefits and Perquisites.  The Company further agrees that:

            (a) The Company shall reimburse Semel for all business and
      automobile repair and gasoline expenses reasonably incurred by him through
      the Resignation Date in connection with his work as an employee of the
      Company, including without limitation all travel expenses, in accordance
      with the Company's policies applicable to its senior executives and upon
      submission of appropriate documentation thereof.

            (b) The Company shall maintain a voicemail address for Semel at the
      Company until April 1, 2000.

            (c) Until April 1, 2000, the Company shall maintain an e-mail
      address for Semel at the Company and shall, at least daily (on business
      days), forward all e-mail messages addressed to Semel at the Company's
      provided address to his e-mail address outside the Company, which address
      Semel shall provide to the Company in writing.

      7. Legal Fees. In the event either party breaches any of such party's
obligations under this Severance Agreement, the non-breaching party shall be
entitled to recover all reasonable costs incurred by such non-breaching party in
enforcing the terms of this Severance Agreement, including reasonable attorneys'
fees. The prevailing party shall be entitled to recover its reasonable
attorneys' fees and expenses in any litigation for enforcement of this Severance
Agreement.

      8. Family Discount Card. Semel shall be permitted to retain his Family
Discount Card ("Card") until the date of the last Severance Payment, at which
time Semel shall immediately return the Card to the Company. Semel shall only be
permitted to use the Card to purchase merchandise for his immediate family.

      9. Options. Semel hereby acknowledges and agrees that any and all
incentive stock options, non-qualified stock options and/or any other stock
options granted to him while an employee of the Company, (including but not
limited to the Thirteen Thousand Three Hundred Thirty-Five (13,335) incentive
stock options granted to him on April 1, 1996 pursuant to the 1992 Stock
Incentive Plan and the Twenty-Six Thousand Six Hundred Sixty-Five (26,665)
non-qualified stock options granted to him on April 1, 1996) shall expire and/or
terminate on the Resignation Date.


                                       3
<PAGE>

      10. Acceleration. The Severance Payment shall be accelerated and the
entire balance shall become immediately due and payable upon written Notice from
Semel to the Company upon the occurrence of any of the following events of
default:

            (a) The Company defaults in its obligation to make payment when due
      of any of the installments of the Severance Payment as provided in
      paragraph 2 hereof, and fails to cure said payment default within five (5)
      business days after receipt of Notice thereof; or

            (b) The Company declares itself bankrupt or insolvent under any
      federal or state bankruptcy or insolvency law, or an involuntary petition
      in bankruptcy is filed against the Company and is not withdrawn or
      dismissed within thirty (30) days of filing thereof.

      11. Continued Cooperation. Semel agrees that, from the Resignation Date
through the later of November 8, 2001 or the final resolution of the litigation
pending between the Company and Atlantic Harbor, Inc. f/k/a Boston Trading.
Ltd., Inc., Arnold W. Kline and Jack Stahl, he will assist the Company in any
litigation, arbitration or other proceeding that is currently pending involving
the Company, which assistance may include, but is not limited to, testifying at
any deposition, hearing, proceeding or trial and meeting with representatives of
the Company to discuss the factual history of such matters. Semel agrees to
devote up to thirty-six (36) days in any twelve (12) month period to consulting
with the Company as provided above. Such assistance shall be at times and places
reasonably convenient to Semel and shall not be scheduled to unreasonably
interfere with the performance of Semel's personal or employment commitments.
The parties agree that in the event Semel devotes more than thirty six (36) days
in any twelve (12) month period to consulting with the Company as provided
above, the Company will pay Semel a reasonable consulting fee for any additional
time. The Company acknowledges and agrees that it shall indemnify and hold Semel
harmless from any claims arising out of his providing these ongoing services to
the Company. If, in the reasonable opinion of the Company's outside counsel,
Semel needs personal legal counsel in connection with the performance of his
responsibilities hereunder, the Company's outside legal counsel shall represent
Semel and the Company shall pay all costs of such representation. If the
Company's outside legal counsel determines that they cannot represent Semel, the
Company at its


                                       4
<PAGE>

sole expense, shall retain other legal counsel of its choice to represent Semel.
Whether the representation is by the Company's outside legal counsel or other
legal counsel retained by the Company to represent Semel, such representation
shall be at the Company's sole expense. Nothing contained in this paragraph
shall be construed as providing the Company with any rights to determine the
form or substance of any testimony given by Semel in litigation, arbitration or
other proceedings, it being understood that Semel is required to and shall at
all times testify to the best of his knowledge and belief.

      12. References. All inquiries made to the Company or to any agent or
consultant for the Company regarding employment references for Semel shall be
directed to the Vice President of Human Resources of the Company, and only the
Vice President of Human Resources shall respond thereto. The response to any
inquiry regarding Semel's employment, absent prior written approval from Semel,
shall be limited to a statement that Company policy limits the information that
the Company can provide to providing dates of employment, title and salary
information or words to that effect, and solely providing that information.

      13. Non-disparagement. Except as required by law, the Company agrees that
it will not, directly or through its officers and directors, make any public or
private statement that disparages Semel and that it will use its best efforts to
have its agents, employees and consultants comply with this provision. The
Company will not encourage or direct its employees, agents or consultants to
make any statements that disparage Semel. Except as required by law, Semel
agrees that he will not make any public or private statement which disparages
the Company, its past and present officers, directors, or known employees or
consultants of the Company and that he will use his best efforts to have his
agents comply with this provision. The parties agree that the best efforts
requirement set forth above shall be satisfied if they send their respective
employees, agents and consultants a memorandum stating that they should not make
any public or private statement that disparages the other party. Nothing
contained in this paragraph shall be construed as imposing liability on any
party for testimony given by any person under oath to the best of his/her
knowledge and belief in any trial, arbitration or administrative proceeding.

      14. Public Announcement. Unless otherwise agreed by both parties in
writing, any press release, public statement or other filing or disclosure by
either party hereto regarding


                                       5
<PAGE>

Semel's resignation shall be limited to a statement that Semel has resigned to
pursue other interests.

      15. Confidentiality. The parties hereto agree that the terms and
conditions of this Severance Agreement shall be treated as confidential and
shall not be disclosed except as necessary to their respective employees,
officers, directors, and/or tax, personal, financial, investment and legal
advisors , as required by law, or to enforce the terms of this Severance
Agreement. Notwithstanding the foregoing, the parties hereto acknowledge and
agree (i) that the disclosure of this Severance Agreement and/or the material
terms thereof will likely be required by the Company in its filings with the
Securities and Exchange Commission and (ii) that the Severance Agreement and/or
material terms thereof may be disclosed to State Street Bank and Trust Company.

      16.   Non-Disclosure.

            (a) Semel agrees that he will not disclose to any person or entity,
      either orally or in written form, except as required by law, any
      confidential information relating to the Company or any of its
      subsidiaries and affiliates, the directors of the Company or its
      subsidiaries and affiliates, any client of the Company or any of its
      subsidiaries and affiliates, or any corporation, partnership or other
      entity owned or controlled, directly or indirectly, by any of the
      foregoing, or in which any of the foregoing has a beneficial interest,
      including, but not limited to, the business affairs of each of the
      foregoing. Such confidential information shall include, but shall not be
      limited to, proprietary technology, trade secrets, patented processes,
      research and development data, know-how, market studies and forecasts,
      competitive analyses, pricing policies, employee lists, personnel
      policies, the substance of agreements with customers, suppliers and
      others, marketing or dealership arrangements, servicing and training
      programs and arrangements, customer lists and any other documents,
      including copies of such information in electronic form, embodying such
      confidential information.

            (b) The non-disclosure obligation set forth above shall not apply to
      any information which was in the public domain at the time of disclosure
      or which thereafter fell into the public domain without any fault of Semel
      and which was not


                                       6
<PAGE>

      disclosed, to Semel's knowledge, in violation of any similar
      non-disclosure obligation by any other person.

      17. Return of Company Property. Within five business days after the
Resignation Date, Semel shall leave with the Company all documents, records,
reports, writings and other similar documents containing confidential
information, including copies thereof then in Semel's possession or control,
except those documents which are Semel's personal copies of documents relating
to the terms and conditions of his employment with or resignation from the
Company. Except as otherwise provided in this Agreement, Semel will return to
the Company, on or before the Resignation Date, all other assets and/or property
belonging to the Company.

      18.   Non-Competition and Non-Solicitation.

            (a) Semel agrees that during the period commencing on the
      Resignation Date and ending on November 8, 2001, he shall not work for
      Levi Strauss & Co., and he shall not, directly or indirectly, as owner,
      partner, joint venturer, stockholder, employee, broker, agent, principal,
      trustee, corporate officer, director, licensor, or in any capacity
      whatsoever, engage or assist any person or entity to engage in the Levi's
      or Dockers outlet business in any location in any geographic area in the
      United States or Puerto Rico; provided, however, that Semel may own any
      securities of any corporation which is engaged in such business and is
      publicly owned and traded but in an amount not to exceed at any one time
      one percent (1%) of any class of stock or securities of such corporation;
      and, provided further that the noncompetition obligations set forth above
      shall not apply if, at the time of the allegedly competitive activity, the
      Company is no longer in the competing business.

            (b) During the period commencing on the Resignation Date and ending
      on November 8, 2001, Semel shall not request any suppliers or customers
      with whom the Company has a business relationship to cancel or terminate
      any such business relationship with the Company or solicit any employee of
      the Company to leave the Company's employ. Notwithstanding the foregoing,
      nothing contained herein shall be construed as acquiescence by the Company
      of any action by Semel after October 26, 2001 to seek to cause the
      cancellation or termination of any business relationship between the
      Company and any third party. .


                                       7
<PAGE>

      19. Semel Release. Semel hereby voluntarily and irrevocably releases and
forever discharges the Company and its subsidiaries (including their successors
and assigns) and each of their current and former officers, directors,
shareholders, employees, consultants, representatives and agents from all
charges, complaints, claims, promises, agreements, obligations, causes of
action, damages, and debts (including attorneys' fees and costs actually
incurred), known or unknown, which Semel has, had, or hereinafter may have, from
the beginning of the world to the day of the date of this Severance Agreement,
including, without limitation, all claims related to or arising out of any
conduct pertaining to any proxy contest, consent solicitation or annual meeting
of the Company, all claims for breach of contract, all claims arising out of or
relative to Semel's employment with the Company and the termination thereof and
any claims Semel may have under the Employment Agreement, all claims for breach
of an implied covenant of good faith and fair dealing, intentional or negligent
misrepresentation, any acts or omissions by the Company, and unlawful
discrimination under the common law or any statute (including, without
limitation, Title VII of the Civil Rights Act of 1964, 42 U.S.C. ss.2000e, et
seq., the Age Discrimination in Employment Act of 1967, 29 U.S.C. ss.621, et
seq., the Employee Retirement Income Security Act, 29 U.S.C. ss.1001, et seq,
and the Americans with Disabilities Act of 1990, 42 U.S.C. ss.12101, et seq.)
Notwithstanding the foregoing, this release shall not release or limit Semel's
rights to indemnification under the terms of the By-Laws of the Company and
under the Indemnification Agreement between Semel and the Company dated as of
December 10, 1998, as in effect on the date hereof, to enforce this Severance
Agreement or to bring claims for breach thereof.

      20. Company Release. The Company, on behalf of itself and its officers,
directors, employees, agents, representatives, subsidiaries, consultants and
shareholders (hereinafter the "Company Releasors") hereby voluntarily and
irrevocably releases and forever discharges Semel and his heirs and survivors
from any and all charges, complaints, claims, promises, agreements, obligations,
causes of action, damages and debts, (including attorneys' fees and costs
actually incurred), known or unknown, that the Company Releasors, individually
or jointly, have, had or hereinafter may have, from the beginning of the world
to the day of the date of this Severance Agreement, including, without
limitation, all claims related to or arising out of any conduct pertaining to
any proxy contest, consent solicitation or annual


                                       8
<PAGE>

meeting of the Company, all claims for breach of contract, all claims for breach
of an implied covenant of good faith and fair dealing, intentional or negligent
misrepresentation, mismanagement, nondisclosure, or any acts or omissions by
Semel during the course of his employment or otherwise. Notwithstanding the
foregoing, this release shall not release or limit the Company's right to
enforce this Severance Agreement or to bring any claims for breach thereof.

      21. Arbitration of Disputes. Any controversy or claim arising out of or
relating to this Severance Agreement or the breach thereof shall, to the fullest
extent permitted by law, be settled by arbitration in any forum and form agreed
upon by the parties or, in the absence of such an agreement, under the auspices
of the American Arbitration Association ("AAA") in Boston, Massachusetts, in
accordance with the rules of the AAA, including, but not limited to, the rules
and procedures applicable to the selection of arbitrators. Judgment upon the
award rendered by the arbitrator may be entered in any court having jurisdiction
thereof. This Section 21 shall be specifically enforceable. Notwithstanding the
foregoing, this Section 21 shall not preclude either party from pursuing a court
action for the sole purpose of obtaining a temporary restraining order or a
preliminary injunction in circumstances in which such relief is appropriate;
provided, however, that any other relief shall be pursued through an arbitration
proceeding pursuant to this Section 21.

      22. Trust Agreement. Semel hereby relinquishes any and all rights, title
and interest that he had, has or may have in, arising out of or relating to the
Trust Agreement ("Trust Agreement") made as of May 12, 1999 by and between the
Company and State Street Bank and Trust Company ("State Street") or the assets
held thereunder. Semel agrees and consents to the termination of the Trust
Agreement and the return of all trust assets by State Street to the Company and
shall execute any and all documents required by State Street to accomplish said
termination and return of trust assets, so long as said documents have no affect
whatsoever on Semel's rights under this Severance Agreement. If Semel wrongfully
fails to execute the foregoing documents within forty eight (48) business hours
after receipt of a written request from the Company, the Company may suspend the
payments of the Severance Payment until Semel executes such documents. Any
suspended payments will be paid to Semel within twenty four (24) business hours
after the execution of the documents. Notwithstanding the foregoing, this
provision shall not release or limit Semel's rights to


                                       9
<PAGE>

indemnification under the terms of the By-Laws of the Company and/or under the
Indemnification Agreement.

      23. Nature of Agreement. Semel and the Company acknowledge and agree that
this Severance Agreement is a severance and settlement agreement and shall not
constitute an admission of liability and wrongdoing on the part of either party.

      24. Notices. All notices, requests, demands, and other communications
provided for by this Severance Agreement shall be sufficient if in writing and
delivered in person or sent by registered or certified mail, postage prepaid, or
by overnight delivery service, to the other party as follows, or to such other
address as to which the party gives notice:

      To the Company:   Designs, Inc.
                        66 B Street
                        Needham, MA  02494
                        Attn:  Corporate Counsel

                        With a copy to:
                        Peter Smith, Esq.
                        Kramer Levin Naftalis & Frankel LLP
                        919 Third Avenue
                        New York, NY 10022-39903

      To Semel:         Mr. Scott N. Semel
                        54 Knob Hill Street
                        Sharon, MA 02067

                        With a copy to:
                        Marjorie Sommer Cooke, Esq.
                        Cooke, Clancy & Gruenthal, LLP
                        150 Federal Street
                        Boston, MA 02110

      Copies of all Notices must be delivered or sent in the same manner that
they are sent or delivered to the parties hereto.

      25. Entire Agreement. This Severance Agreement is the entire agreement
between the parties relating to the subject matter hereof. The Employment
Agreement shall terminate effective January 20, 2000, at which time it shall
become null and void.

      26. Binding Effect. This Severance Agreement shall inure to the benefit of
and be binding upon the Company and Semel, their respective successors,
executors, administrators, heirs and permitted assigns. The Company represents
that the individuals signing this


                                       10
<PAGE>

Severance Agreement on behalf of the Company are authorized to sign this
document and bind the Company.

      27. Amendment. This Severance Agreement may be amended or modified only by
a written instrument signed by Semel and a duly authorized representative of the
Company.

      28. Severability. In case any provisions of this Severance Agreement shall
be determined by an arbitrator or court of competent jurisdiction to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions of this Severance Agreement shall not in any way be
affected or impaired thereby.

      29. Future Cooperation. At any time after execution and exchange of this
Severance Agreement and from time to time, Semel and the Company, upon written
request from either party to the other, shall execute and deliver such further
documents or instruments as may be reasonably necessary to more fully effectuate
the intention of the parties hereto but limited to such amplification,
definition or effectuation strictly consistent with the terms and provisions
hereof.

      30. Applicable Law. This Severance Agreement shall be governed by the laws
of the Commonwealth of Massachusetts.

      31. Opportunity to Consider; Revoke. Semel acknowledges that he has been
afforded an opportunity to take at least twenty-one (21) days to consider this
Severance Agreement and has been advised to consult with the attorneys of his
choice prior to executing this Severance Agreement. Semel acknowledges that he
has had an adequate opportunity to review this Severance Agreement before its
execution. The parties understand and acknowledge that Semel will have a period
of seven (7) calendar days following his execution of this Severance Agreement
in which to revoke his consent to the Severance Agreement. Such revocation must
be in writing and shall be transmitted to the Company such that it is actually
received prior to the expiration of the seven-day revocation period.

      32. Counterparts. This Severance Agreement may be executed in two (2)
signature counterparts, each of which shall constitute an original, but all of
which taken together shall constitute one and the same instrument.

Executed as a sealed instrument this 13 day of January, 2000


                                       11
<PAGE>

DESIGNS, INC.

By:/s/ John J. Schultz                    /s/ Scott N. Semel
Its: Chief Executive Officer              Scott N. Semel
Hereunto duly authorized


By:./s/ Jeffrey M. Unger
Its: Vice President of Corporate Development
Hereunto duly authorized


                                       12
<PAGE>

(400)

Irrevocable Standby Letter of Credit                  Date: January 20, 2000

BENEFICIARY                   (98)  DELIVERY BY COURIER SERVICES

Scott N. Semel                Credit Number:
54 Knobhill Street            (330) (58)S-069 STBY-50088032
Sharon, Ma 02067              Opener's Reference No.
                                  SCOTT N. SEMEL

Dear Sir or Madam:

      BY ORDER OF:
                        DESIGNS, INC.
                        ATTN:  KENNETH ROGERS
                        66 B STREET
                        NEEDHAM, MA 02494

We hereby open in your favor our (68) Irrevocable Standby Letter of Credit for
the account of DESIGNS, INC. for a sum or sums not exceeding a total of US
DOLLARS 530,717.40 (FIVE HUNDRED THIRTY THOUSAND SEVEN HUNDRED SEVENTEEN AND
40/100 US DOLLARS) available by your draft(s) at SIGHT on OURSELVES effective
January 19, 2000 and expiring at OUR COUNTERS on January 31, 2002.

The draft(s) must be accompanied by your signed statement reading as any of the
three following paragraphs:

"The amount of this draft represents the funds due me as a result of the
acceleration of payments aggregating US $__________ as provided for by the terms
of a Severance Agreement dated 1/20/00 between me and Designs, Inc. by reason of
Designs, Inc.'s failure to pay me US$________ which payment was due on
____________ under the Severance Agreement the conditions of which payment have
been fully satisfied, and as to which a notice of default was delivered to
Designs, Inc. and remains uncured after a lapse of at least 5 days after receipt
of notice thereof."

"The amount of this draft represents the funds due me as a result of the
acceleration of payments aggregating US $__________ as provided for by the terms
of a Severance Agreement dated 1/20/00 between me and Designs, Inc. by reason of
the filing against Designs, Inc. of an involuntary petition in bankruptcy which
is not withdrawn or dismissed with 30 days of filing."

Special Conditions:

It is a condition of this Letter of Credit that the maximum sum payable under
this Letter of Credit shall be reduced by the amount of US$11,340.12 on every
other Thursday starting with


                                       13
<PAGE>

February 17, 2000, and continuing through November 8, 2001, and by the amount of
US$9,071.88 on November 22, 2001, without amendment, so as to leave no balance
as of January 1, 2002. Notwithstanding the foregoing, in the event the
Beneficiary presents any draft to the drawee bank pursuant to the preceding
paragraph, from and after the date of presentment, no further reductions shall
be made in the maximum sum payable under the Letter of Credit.

Each draft must bear upon its face the clause "Drawn under Letter of Credit No.
50088032 of BankBoston N.A., Boston, MA."

Except so far as otherwise expressly stated herein, this letter of credit is
subject to the "Uniform Customs and Practice for Documentary Credits (1993
Revision), International Chamber of Commerce Publication No. 500."

We hereby agree that drafts drawn under and in compliance with the terms of this
letter of credit will be duly honored if presented to the above-mentioned drawee
bank on or before January 31, 2002, or any extended date as set forth herein.

(240) kindly address all correspondence regarding this letter of credit to the
attention of our Letter of Credit Operations, P.O. Box 1763, BOSTON, MA 02105,
attention Navin Bhojani, mentioning our reference number as it appears above.
Telephone inquiries can be made to Navin Bhojani at 617-434-3062

                                Very truly yours,

(291)
                               /s/ KENNETH F. ROGERS, JR.
                               ------------------------------
                               Authorized Official


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<PAGE>

                     Scott Semel Severance Payment Schedule

                                  Health Ins
                      Payment       Deduct      Auto Payment   BI-Weekly Payment

   4-Feb   2000    $ 11,340.12    $   124.20                   $     11,215.92
  18-Feb   2000    $ 11,340.12    $   219.15                   $     11,120.97
   3-Mar   2000    $ 11,340.12    $   219.15                   $     11,120.97
  17-Mar   2000    $ 11,340.12    $   219.15                   $     11,120.97
  31-Mar   2000    $ 11,340.12    $   219.15                   $     11,120.97
  14-Apr   2000    $ 11,340.12                                 $     11,340.12
  28-Apr   2000    $ 11,340.12    $   219.15                   $     11,120.97
  12-May   2000    $ 11,340.12    $   219.15                   $     11,120.97
  26-May   2000    $ 11,340.12    $   219.15                   $     11,120.97
   9-Jun   2000    $ 11,340.12    $   219.15                   $     11,120.97
  23-Jun   2000    $ 11,340.12    $   219.15                   $     11,120.97
   7-Jul   2000    $ 11,340.12    $   219.15                   $     11,120.97
  21-Jul   2000    $ 11,340.12                                 $     11,340.12
   4-Aug   2000    $ 11,340.12                                 $     11,340.12
  18-Aug   2000    $ 11,340.12                                 $     11,340.12
   1-Sep   2000    $ 11,340.12                                 $     11,340.12
  15-Sep   2000    $ 11,340.12                                 $     11,340.12
  29-Sep   2000    $ 11,340.12                                 $     11,340.12
  13-Oct   2000    $ 11,340.12                                 $     11,340.12
  27-Oct   2000    $ 11,340.12                                 $     11,340.12
  10-Nov   2000    $ 11,340.12                                 $     11,340.12
  24-Nov   2000    $ 11,340.12                                 $     11,340.12
   8-Dec   2000    $ 11,340.12                                 $     11,340.12
  22-Dec   2000    $ 11,340.12                                 $     11,340.12
   5-Jan   2000    $ 11,340.12                                 $     11,340.12
  19-Jan   2001    $ 11,340.12                                 $     11,340.12
   2-Feb   2001    $ 11,340.12                                 $     11,340.12
  16-Feb   2001    $ 11,340.12                                 $     11,340.12
   2-Mar   2001    $ 11,340.12                                 $     11,340.12
  16-Mar   2001    $ 11,340.12                                 $     11,340.12
  30-Mar   2001    $ 11,340.12                                 $     11,340.12
  13-Apr   2001    $ 11,340.12                                 $     11,340.12
  27-Apr   2001    $ 11,340.12                                 $     11,340.12
  11-May   2001    $ 11,340.12                                 $     11,340.12
  25-May   2001    $ 11,340.12                                 $     11,340.12
   8-Jun   2001    $ 11,340.12                                 $     11,340.12
  22-Jun   2001    $ 11,340.12                                 $     11,340.12
   6-Jul   2001    $ 11,340.12                                 $     11,340.12
  20-Jul   2001    $ 11,340.12                                 $     11,340.12
   3-Aug   2001    $ 11,340.12                                 $     11,340.12
  17-Aug   2001    $ 11,340.12                                 $     11,340.12
  31-Aug   2001    $ 11,340.12                                 $     11,340.12
  14-Sep   2001    $ 11,340.12                                 $     11,340.12
  28-Sep   2001    $ 11,340.12                      8,978.50   $      2,361.62
  12-Oct   2001    $ 11,340.12                  $   8,978.50   $      2,361.62
  26-Oct   2001    $ 11,340.12                  $   8,978.51   $      2,361.61
   9-Nov   2001    $  9,071.88                                 $      9,071.88
Total              $530,717.40    $ 2,315.70    $  26,935.51   $    501,466.19


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