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                                                                   Exhibit 10.16


                     SENIOR MANAGEMENT EMPLOYMENT AGREEMENT


      SENIOR MANAGEMENT EMPLOYMENT AGREEMENT, dated the ___ day of ______, 199_,
between INCONTROL, INC., a Delaware corporation (the "Company"), and
____________________ ("Executive").

                                    RECITALS

      A. Executive is currently employed by the Company or one of its
Subsidiaries.

      B. The Board of Directors of the Company (the "Board") has determined that
it is appropriate to reinforce the continued attention and dedication of certain
members of the Company's management, including Executive, to their assigned
duties without distraction in potentially disturbing circumstances arising from
the possibility of a Change in Control of the Company, as defined in Schedule A
attached hereto.

                                   AGREEMENTS

      NOW, THEREFORE, in consideration of the covenants and agreements
hereinafter set forth, the Company and Executive agree as follows:

      1. DEFINITIONS

      Terms capitalized in this Agreement which are not otherwise defined shall
have the meanings assigned to such terms in Schedule A attached hereto.

      2. EFFECTIVENESS

      Except with respect to Sections 6 through 10 of this Agreement which shall
be effective immediately, this Agreement shall become effective immediately upon
the occurrence of a Change in Control, provided that Executive is employed by
the Company immediately prior to such Change in Control.

      3. TERM. Unless earlier terminated as provided herein, the initial term of
this Agreement shall be from the date hereof until the second anniversary date
of this Agreement; provided, however, that, unless terminated as provided herein
or there shall have occurred a Change in Control, on each annual anniversary
date of this Agreement this Agreement shall automatically be renewed for
successive two-year terms. In the event of a Change in Control, unless earlier
terminated as provided 
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herein, this Agreement shall continue in effect until the second anniversary
date of the Change in Control at which time this Agreement shall expire.

      4. BENEFITS UPON CHANGE IN CONTROL

      Executive shall be entitled to the following payments and benefits
following a Change in Control, whether or not a Termination occurs:

            (a) SALARY AND BENEFITS. Executive shall (i) receive an annual base
salary no less than the Executive's annual base salary in effect immediately
prior to the date that the Change in Control occurs, including any salary which
has been earned but deferred, and an annual bonus equal to at least the average
of the three annual bonuses paid to Executive in the three years prior to the
Change in Control, and (ii) be entitled to participate in all employee expense
reimbursement, incentive, savings and retirement plans, practices, policies and
programs (including any Company plan qualified under Section 401(a) of the Code)
available to other peer executives of the Company and its Subsidiaries, but in
no event shall the benefits provided to Executive under this item (ii) be less
favorable, in the aggregate, than the most favorable of those plans, practices,
policies or programs in effect immediately prior to the date that the Change in
Control occurs.

            (b) WELFARE PLAN BENEFITS. The Company shall at the Company's
expense (except for the amount, if any, of any required employee contribution
which would have been necessary for Executive to contribute as an active
employee under the plan or program as in effect on the date of the Change in
Control) continue to cover Executive (and his or her dependents) under, or
provide Executive (and his or her dependents) with insurance coverage no less
favorable than, the Company's life, disability, health, dental and any other
employee welfare benefit plans or programs, as in effect on the date of the
Change in Control (such benefits, the "Welfare Benefits").

            (c) DEATH OF EXECUTIVE. In the event of Executive's death prior to
Termination, but while employed by the Company or any Subsidiary, as the case
may be, his or her spouse, if any, or otherwise the personal representative of
his or her estate shall be entitled to receive (i) Executive's salary at the
rate then in effect through the date of death, as provided under the Company's
pay policy, (ii) any Accrued Benefits for the periods of service prior to the
date of death, and (iii) Welfare Benefits for a period of one year following the
death of Executive.

            (d) DISABILITY OF EXECUTIVE. In the event of Executive's Disability
prior to Termination, but while employed by the Company or any Subsidiary, as
the case may be, Executive shall be entitled to receive (i) his or her salary at
the rate then in effect through the date of the determination of Disability, as
provided under the


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Company's pay policy, (ii) any Accrued Benefits for the periods of service prior
to the date of the determination of Disability, (iii) payments under the
Company's short and long term disability plans following the determination of
Disability, and (iv) Welfare Benefits for a period of one year following the
determination of Disability.

            (e) CAUSE; UPON EXPIRATION OF THIS AGREEMENT; OTHER THAN FOR GOOD
REASON. If, prior to Termination, Executive's employment shall be terminated by
the Company for Cause or upon expiration of this Agreement or by Executive other
than for Good Reason, Executive shall be entitled to receive (i) his or her
salary at the rate then in effect through the date of such termination, as
provided under the Company's pay policy, and (ii) any Accrued Benefits for the
periods of service prior to the date of such termination.

            (f) WITHHOLDING. All payments under this Section 4 are subject to
applicable federal and state payroll withholding or other applicable taxes.

      5. PAYMENTS AND BENEFITS UPON TERMINATION

      Executive shall be entitled to the following payments and benefits
following Termination:

            (a) TERMINATION PAYMENT. In recognition of past services to the
Company by Executive, the Company shall make a lump sum payment in cash to
Executive as severance pay within ten (10) business days following the date of
Termination equal to two (2) times the sum of: (i) Executive's annual base
salary in effect immediately prior to the date that either a Change in Control
shall occur or such date of Termination, whichever salary is higher, provided
that if Executive is a part-time employee on the date of Termination then
Executive's base salary in effect immediately prior to the date of Termination
shall be used in calculating the payment to which Executive may be entitled
under this Section 5(a); plus (ii) a percentage of Executive's annual base
salary specified in subparagraph (i) above, which percentage is equal to the
percentage bonus paid to the Executive for the fiscal year ended immediately
prior to the Change in Control; provided, however, that if Termination occurs
prior to the determination of such percentage for a fiscal year that has ended
or if Executive has not received a percentage bonus in the previous year, such
percentage shall be ten percent (10%). All payments under this Agreement shall
be paid within ten (10) business days following the date of Termination.

            (b) CERTAIN ADDITIONAL PAYMENTS BY THE COMPANY. Notwithstanding the
foregoing, if all or any portion of the payments or benefits provided under
Section 5(a) (such payments or benefits, the "Payments"), either alone or
together with all other payments and benefits which Executive receives or is
then


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entitled to receive (pursuant to this Agreement or otherwise) from the
Company or any Subsidiary (all such payments and benefits, the "Termination
Benefits"), would constitute a Parachute Payment and be subject to Excise Tax,
then the Payments to Executive under Section 5(a) shall be increased (such
increase, a "Gross-Up Payment"), but only to the extent necessary to ensure
that, after payment by the Executive of all taxes (including any interest or
penalties imposed with respect to such taxes), including, without limitation,
any income taxes (and any interest and penalties imposed with respect thereto)
and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an
amount of the Gross-Up Payment equal to the Excise Tax imposed upon the
Termination Benefits. The foregoing calculations shall be made, at the
Company's expense, by the Company and Executive. If no agreement on the
calculations is reached within thirty (30) business days after the date of
Termination, then the accounting firm which regularly audits the financial
statements of the Company (the "Auditors") shall review the calculations. The
determination of such firm shall be conclusive and binding on all parties and
the expense for such accountants shall be paid by the Company. Pending such
determination, the Company shall continue to make all other required payments to
Executive at the time and in the manner provided herein and shall pay the
largest portion of such payments and benefits that may be paid without
triggering the Excise Tax.

            As a result of the uncertainty in the application of Section 4999 of
the Code at the time of the initial determination of the Gross-Up payment
hereunder, it is possible that Gross-Up Payments will have been made by the
Company which should not have been made (an "Overpayment") or that additional
Gross-Up Payments which will not have been made by the Company should have been
made (an "Underpayment"). If it is determined by the Company and Executive, or,
if no agreement is reached by the Company and Executive, the Auditors, that
Overpayment has been made, such Overpayment shall be treated for all purposes as
a loan to the Executive which he shall repay to the Company, together with
interest at the applicable federal rate provided for in section 787(f)(2) of the
Code. In the event that the Company and Executive, or, if no agreement is
reached by the Company and Executive, the Auditors, determine that an
Underpayment has occurred, such Underpayment shall promptly be paid by the
Company to or for the benefit of the Employee, together with interest at the
applicable federal rate provided for in section 7872(f)(2)(A) of the Code. The
Company and Executive agree to give each other prompt written notice of any
information that could reasonable result in the determination that an
Overpayment or Underpayment has been made.

            (c) ACCRUED BENEFITS. The Company shall make a lump sum payment in
cash to Executive in the amount of any Accrued Benefits for the periods of
service prior to the date of Termination.


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            (d) WELFARE PLAN BENEFITS. The Company shall at the Company's
expense (except for the amount, if any, of any required employee contribution
which would have been necessary for Executive to contribute as an active
employee under the plan or program as in effect on the date of Termination)
continue to cover Executive (and his or her dependents) under, or provide
Executive (and his or her dependents) with Welfare Benefits (as in effect on the
date of the Change in Control or, at the option of Executive, on the date of
Termination) for a period of one year following the date of Termination (or, at
the Company's option, in lieu of providing such Welfare Benefits, a lump sum
cash payment may be made which will equal the then-present value of the cost to
the Company of such Welfare Benefits); provided, however, that if Executive is
provided by another employer during such one-year period with benefits
substantially comparable to the benefits provided by one or more of such plans
or programs, the benefits provided by the Company shall, unless a lump sum
payment has been made by the Company, be reduced by the benefits provided by
such other employer, but only to the extent of, and with respect to, the
benefits otherwise payable under the corresponding Company employee welfare
benefit plan or program.

            (e) DEATH OF EXECUTIVE. In the event of Executive's death subsequent
to Termination and prior to receiving all benefits and payments provided for by
this Section 5, such benefits shall be paid to his or her spouse, if any, or
otherwise to the personal representative of his or her estate, unless Executive
has otherwise directed the Company in writing prior to his or her death.

            (f) EXCLUSIVE SOURCE OF SEVERANCE PAY. Benefits provided hereunder
shall replace the amount of any severance payments to which Executive would
otherwise be entitled under any severance plan or policy generally available to
employees of the Company.

            (g) NONSEGREGATION. No assets of the Company need be segregated or
earmarked to represent the liability for benefits payable hereunder. The rights
of any person to receive benefits hereunder shall be only those of a general
unsecured creditor.

            (h) WITHHOLDING. All payments under this Section 5 are subject to
applicable federal and state payroll withholding or other applicable taxes.

      6. NONCOMPETITION

            (a) NONCOMPETITION. In the event that this Agreement is terminated
by the Company or by Executive for any reason, and provided that any payments
due Executive upon such termination are paid when due, then for a period of one
year


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after such termination, Executive shall not engage in any activities (including,
without limitation, activities for any subsequent employer of Executive) with
respect to any products or anything else directly competitive with the products
or inventions on which Executive worked at the Company, or about which Executive
learned confidential information during Executive's employment with the Company.

            (b) COMPANY REMEDY. In the event of any breach by Executive of the
obligations set forth in Section 6(a), the Company shall be entitled to recover
an amount equal to the total of all amounts paid to Executive pursuant to
Sections 5(a) and 5(b) of this Agreement in addition to any other remedies
available to the Company at law or in equity.

      7. ARBITRATION

      Any dispute or controversy arising under or in connection with this
Agreement shall be settled exclusively by arbitration in Seattle, Washington, in
accordance with the Rules of the American Arbitration Association then in
effect. Judgment may be entered on the arbitrator's award in any jurisdiction.

      8. CONFLICT IN BENEFITS

      This Agreement is not intended to and shall not adversely affect, limit or
terminate any other agreement or arrangement between Executive and the Company
presently in effect or hereafter entered into, including any employee benefit
plan under which Executive is entitled to benefits.

      9. TERMINATION

            (a) TERMINATION PRIOR TO A CHANGE OF CONTROL.

                  (i) At any time prior to a Change in Control, the Company may
terminate this Agreement upon sixty (60) days' prior written notice in the form
of a Notice of Termination, and this Agreement shall terminate upon the
effective date specified in such Notice of Termination; provided, however, such
Notice of Termination shall have no force or effect in the event of the
occurrence of a Change in Control prior to such effective date.

                  (ii) At any time prior to a Change of Control, Executive may
terminate this Agreement upon sixty (60) days' prior written notice in the form
of a Notice of Termination, and this Agreement shall terminate upon the
effective date specified in such Notice of Termination notwithstanding the
occurrence of a Change in Control prior to such effective date.


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            (b) TERMINATION AFTER A CHANGE IN CONTROL. After a Change in
Control, either party may terminate this Agreement upon thirty (30) days' prior
written notice in the form of a Notice of Termination.


            (c) EFFECT OF TERMINATION. Notwithstanding the termination or
expiration of this Agreement, the Company shall remain liable for any rights or
payments arising prior to such termination to which Executive is entitled under
this Agreement.

      10.   MISCELLANEOUS

            (a) AMENDMENT. This Agreement may not be amended except by written
agreement between Executive and the Company.

            (b) NO MITIGATION. All payments and benefits to which Executive is
entitled under this Agreement shall be made and provided without offset,
deduction or mitigation on account of income Executive could or may receive from
other employment or otherwise, except as provided in Section 5(d) and Section
6(b) hereof.

            (c) EMPLOYMENT NOT GUARANTEED. Nothing contained in this Agreement,
and no decision as to the eligibility for benefits or the determination of the
amount of any benefits hereunder, shall give Executive any right to be retained
in the employ of the Company or rehired, and the right and power of the Company
to dismiss or discharge any employee for any reason is specifically reserved.
Except as expressly provided herein, no employee or any person claiming under or
through him or her shall have any right or interest herein, or in any benefit
hereunder.

            (d) LEGAL EXPENSES. In connection with any litigation, arbitration
or similar proceeding, whether or not instituted by the Company or Executive,
with respect to the interpretation or enforcement of any provision of this
Agreement, the prevailing party shall be entitled to recover from the other
party all costs and expenses, including reasonable attorneys' fees and
disbursements, in connection with such litigation, arbitration or similar
proceeding. The Company shall pay prejudgment interest on any money judgment
obtained by Executive as a result of such proceedings, calculated at the
published commercial interest rate of Seattle-First National Bank for its best
customers, as in effect from time to time from the date that payment should have
been made to Executive under this Agreement.

            (e) NOTICES. Any notices required under the terms of this Agreement
shall be effective when mailed, postage prepaid, by certified mail and addressed
to, in the case of the Company:


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                  InControl, Inc.
                  6675 - 185th Avenue N.E.
                  Redmond, WA  98052
                  Attention: Chief Executive Officer

and to, in the case of Executive


                  _____________________________

                  _____________________________

                  _____________________________

                  _____________________________

Either party may designate a different address by giving written notice of
change of address in the manner provided above.

            (f) WAIVER; CURE. No waiver or modification in whole or in part of
this Agreement, or any term or condition hereof, shall be effective against any
party unless in writing and duly signed by the party sought to be bound. Any
waiver of any breach of any provision hereof or any right or power by any party
on one occasion shall not be construed as a waiver of, or a bar to, the exercise
of such right or power on any other occasion or as a waiver of any subsequent
breach. Other than a breach of the provisions of Section 6, any breach of this
Agreement may be cured by the breaching party within ten days of the date that
such breaching party shall have received written notice of such breach from the
party asserting such breach.

            (g) BINDING EFFECT; SUCCESSORS. Subject to the provisions hereof,
nothing in this Agreement shall prevent the consolidation of the Company with,
or its merger into, any other corporation, or the sale by the Company of all or
substantially all of its properties and assets, or the assignment of this
Agreement by the Company in connection with any of the foregoing actions. This
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Company and Executive and their respective heirs, legal representatives,
successors and assigns. If the Company shall be merged into or consolidated with
another entity, the provisions of this Agreement shall be binding upon and inure
to the benefit of the entity surviving such merger or resulting from such
consolidation. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, including the
successor to all or substantially all of the business or assets of any
Subsidiary, division or profit center of the Company, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be


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required to perform it if no such succession had taken place. The provisions of
this Section 10(f) shall continue to apply to each subsequent employer of
Executive hereunder in the event of any subsequent merger, consolidation or
transfer of assets of such subsequent employer.

            (h) SEPARABILITY. Any provision of this Agreement which is held to
be unenforceable or invalid in any respect in any jurisdiction shall be
ineffective in such jurisdiction to the extent that it is unenforceable or
invalid without affecting the remaining provisions hereof, which shall continue
in full force and effect. The enforceability or invalidity of a provision of
this Agreement in one jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.

            (i) CONTROLLING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the state of Washington applicable to
contracts made and to be performed therein.



            IN WITNESS WHEREOF, the Company and Executive have executed this
Agreement as of the day and year first above written.

                                    INCONTROL, INC.



                                    By:________________________________
                                    Title:_____________________________



                                    EXECUTIVE:




                                    ___________________________________


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                                                                      Schedule A

                               CERTAIN DEFINITIONS

      As used in this Agreement, and unless the context requires a different
meaning, the following terms have the meanings indicated:

      "Accrued Benefits" means the aggregate of any compensation previously
deferred by Executive (together with any accrued interest or earnings thereon),
any accrued vacation pay and, if the date of Termination occurs after the end of
a Fiscal Year for which a bonus is payable to Executive, such bonus, in each
case to the extent previously earned and not paid, plus an amount equal to the
product of the bonus paid to Executive the prior Fiscal Year and a fraction, the
numerator of which is the number of days since the end of the prior Fiscal Year,
and the denominator of which is 365.

      "Beneficial Owner" and "Beneficial Ownership" have the meanings set forth
in Rules 13d-3 and 13d-5 of the General Rules and Regulations promulgated under
the Exchange Act.

      "Board Change" means that a majority of the seats (other than vacant
seats) on the Board have been occupied by individuals who were neither (a)
nominated or appointed by a majority of the Incumbent Directors nor (b)
nominated or appointed by directors so nominated or appointed.

      "Business Combination" means a reorganization, merger or consolidation or
sale of substantially all of the assets of the Company.

      "Cause" means (a) willful misconduct on the part of Executive that has a
materially adverse effect on the Company and its Subsidiaries, taken as a whole,
(b) Executive's engaging in conduct which could reasonably result in his or her
conviction of a felony or a crime against the Company or involving substance
abuse, fraud or moral turpitude, or which would materially compromise the
Company's reputation, as determined in good faith by a written resolution duly
adopted by the affirmative vote of not less than two-thirds of all of the
directors who are not employees or officers of the Company, (c) unreasonable
refusal by Executive to perform the duties and responsibilities of his or her
position in any material respect. No action, or failure to act, shall be
considered "willful" if it is done by Executive in good faith and with
reasonable belief that his or her action or omission was in the best interests
of the Company.


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      "Change in Control" means, and shall be deemed to occur upon the happening
of, any one of the following:

      (a) A Board Change; or

      (b) The acquisition, directly or indirectly, by any Person of Beneficial
Ownership of 15% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors, which acquisition is not approved in advance by a majority of the
Incumbent Directors; provided, however, that the following acquisitions shall
not constitute a Change in Control: (x) any acquisition by the Company, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any company controlled by the Company, or (z) any
acquisition by any company pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clause (d) below are satisfied;

      (c) The acquisition, directly or indirectly, by any Person of Beneficial
Ownership of 33% or more of the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors, which acquisition has been approved in advance by a majority of the
Incumbent Directors; provided, however, that the following acquisitions shall
not constitute a Change in Control: (x) any acquisition by the Company, (y) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any company controlled by the Company, or (z) any
acquisition by any company pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation, the
conditions described in clause (d) below are satisfied;

      (d) The approval by the stockholders of the Company of a Business
Combination unless, following such Business Combination, all or substantially
all of the individuals and entities who were the beneficial owners of the
outstanding Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of the then outstanding
voting securities entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the Company
or all or substantially all of the Company's assets either directly or through
one or more subsidiaries) in substantially the same proportions as their
ownership, immediately prior to such Business Combination of the outstanding
Voting Securities; or


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      (e) Approval by the stockholders of the Company of a liquidation or
dissolution of the Company.

      "Code" means the Internal Revenue Code of 1986, as amended.

      "Disability" means that (a) a person has been incapacitated by bodily
injury or physical or mental disease so as to be prevented thereby from
performance of his or her duties with the Company for 120 days in any 12-month
period, and (b) such person is disabled for purposes of any and all of the plans
or programs of the Company or any Subsidiary that employs Executive under which
benefits, compensation or awards are contingent upon a finding of disability.
The determination with respect to whether Executive is suffering from such a
Disability will be determined by a mutually acceptable physician or, if there is
no physician mutually acceptable to the Company and Executive, by a physician
selected by the then Dean of the University of Washington Medical School.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Excise Tax" means the excise tax, including any interest or penalties
thereon, imposed by Section 4999 of the Code.

      "Fiscal Year" means the 12-month period ending on December 31 in each year
(or such other fiscal year period established by the Board).

      "Good Reason" means, without Executive's express written consent:

      (a)   (i) the assignment to Executive of duties, or limitation of
            Executive's responsibilities, inconsistent with Executive's title,
            position, duties, responsibilities and status with the Company or
            any Subsidiary that employs Executive as such duties and
            responsibilities existed immediately prior to the date of the Change
            in Control, or (ii) removal of Executive from, or failure to
            re-elect Executive to, Executive's positions with the Company or any
            Subsidiary that employs Executive immediately prior to the Change in
            Control, except in connection with the involuntary termination of
            Executive's employment by the Company for Cause or as a result of
            Executive's death or Disability; or

      (b)   failure by the Company to pay, or reduction by the Company of,
            Executive's annual base salary, as reflected in the Company's
            payroll records for Executive's last pay period immediately prior to
            the Change in Control;


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      (c)   failure by the Company to pay, or reduction by the Company of,
            Executive's bonus, as calculated in accordance with Section 5(b) of
            this Agreement;

      (d)   the relocation of the principal place of Executive's employment to a
            location that is more than 25 miles further from Executive's
            principal residence than such principal place of employment
            immediately prior to the Change in Control; or

      (e)   the breach of any material provision of this Agreement by the
            Company, including, without limitation, failure by the Company to
            bind any successor to the Company to the terms and provisions of
            this Agreement in accordance with Section 10(g).

      "Incumbent Director" means a member of the Board who has been either (a)
nominated by a majority of the directors of the Company then in office or (b)
appointed by directors so nominated, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board.

      "Notice of Termination" means a written notice to Executive or to the
Company, as the case may be, which shall indicate those specific provisions in
this Agreement relied upon and which sets forth in reasonable detail the facts
and circumstances claimed to provide a basis for the termination of Executive's
employment constituting a Termination, if any, under the provision so indicated.

      "Parachute Payment" means any payment deemed to constitute a "parachute
payment" as defined in Section 280G of the Code.

      "Person" means any individual, entity or group (as such term is used in
Section 13(d)(3) or 14(d)(2) of the Exchange Act).

      "Subsidiary" with respect to the Company has the meaning set forth in Rule
12b-2 of the General Rules and Regulations promulgated under the Exchange Act.

      "Termination" means, following the occurrence of any Change in Control by
the Company, (a) the involuntary termination of the employment of Executive for
any reason other than death, Disability or for Cause or (b) the termination of
employment by Executive for Good Reason.


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      "Voting Securities" means the voting securities of the Company entitled to
vote generally in the election of directors.


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                             Schedule of Agreements



Senior Management Employment Agreements have been entered into between the
Company and the following parties as of the dates indicated:

       5/24/96
       -------
1.     Adams, John M.
2.     Adler, Steven C.
3.     Alferness, Clifton A.
4.     Gray, Richard O., Jr.
5.     Griffin, Jerry C., M.D.
6.     Lussier, Michel E. J.
7.     Sears, Gena K.
8.     Seaton, Donald F., III
9.     Wheeler, Kurt C.
       9/24/96
       -------
10.    Ayers, Gregory M.
11.    Garee, Robert A.
       12/5/96:
       --------
12.    John M. Cleary