Exhibit 10.28
                              EMPLOYMENT AGREEMENT

      This Employment Agreement (the "Agreement") is effective as of May 28,
2002, by and between PHILIP BROTHERS CHEMICALS, INC. (the "Company") and GERALD
K. CARLSON (the "Executive").

1.    Term of Employment: `The Executive's term of employment by the Company
      shall commence on May 28, 2002 (the "Commencement Date"), and it shall
      continue on the same terms and conditions until it is terminated in
      accordance with the termination provisions set forth below.

2.    Title; Duties: Executive shall serve as Chief Executive Officer reporting
      to the Chairman of the Board of Directors (the "Chairman"). Executive
      shall perform those duties and responsibilities inherent in such position
      including responsibilities as the Chairman shall assign. The
      responsibilities as currently agreed upon and assigned are set forth in
      Exhibit A and are incorporated by this reference. The Executive agrees to
      devote his full time and best efforts, attention and energies to the
      business and interests of the Company. Executive shall serve the Company
      faithfully and to the best of his ability in such capacities, devoting his
      full business time, attention, knowledge, energy and skills to such
      employment; provided, however, the Company acknowledges that Executive may
      serve on the board(s) of directors or board(s) of advisors of other
      companies with the prior approval of the Chairman, which approval shall
      not he unreasonably withheld. In addition, this paragraph shall not be
      interpreted to prohibit Executive from acquiring or holding publicly
      traded equity securities of an entity so long as such securities
      constitute no more than 5% of the outstanding equity securities of such
      entity. Executive shall travel as reasonably required in connection with
      the performance of his duties hereunder.

3.    Compensation: The Company shall pay and Executive shall, accept as full
      consideration for his services hereunder, compensation consisting of the
      following:

      3.1   Base Salary. $500,000.00 per year base salary during the first year
            of the term of this Agreement and subject to increase by the
            Chairman during successive years of the term of this Agreement.
            "Base Salary" shall mean the base salary provided for in this
            Section 3.1. Base Salary is payable in installments in accordance
            with the Company's normal payroll practices, less such deductions or
            withholdings as are required by law as well as those authorized by
            the Executive.

      3.2   Bonus. Executive shall be eligible to participate in an annual
            Target Bonus plan at the rate and in accordance with the conditions
            and specifications set forth on Exhibit B to this Agreement and
            incorporated by this reference.

4.    Benefits: Subject to all applicable eligibility requirements, terms and
      conditions of participation, and legal limitations, Executive shall be
      able to participate in any and all

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      vacation, medical, dental, life and long-term disability insurance and/or
      other benefit plans which from time to time may be established for other
      executive employees of the Company. Should the Company provide
      post-retirement health insurance coverage to any other executives, such
      coverage shall be provided to Executive upon his retirement from the
      Company.

5.    Reimbursement of Expenses: The Company shall reimburse Executive for all
      reasonable travel, entertainment and other expenses incurred or paid by
      the Executive in connection with, or related to, the performance of his
      duties, responsibilities or services under this Agreement subject to
      review by the Chairman. The Company shall provide a monthly housing
      allowance of Two Thousand Dollars ($2,000) and will provide an automobile
      for Executive's use and reimburse Executive for all reasonable
      automobile-related expenses including fuel, maintenance, insurance and
      parking, The Company shall also reimburse Executive for a weekly tourist
      (y) class roundtrip airline ticket between Minneapolis, Minnesota and the
      New York City area. The Company shall also reimburse Executive for legal
      expenses incurred in preparation for his initial employment.

6.    Termination of Employment:

      6.1   Disability. In the event of the permanent disability (as hereinafter
            defined) of Executive during the Employment Period, the Company
            shall have the right to terminate Executive's employment, effective
            30 calendar days following written notice to the Executive (or such
            later day as shall be specified in such notice). Upon the effective
            date of such termination, the Company shall have no further
            obligations under this Agreement, except to pay and provide, subject
            to applicable withholding, (A) all amounts of Base Salary earned and
            accrued, but unpaid, at the effective date of termination, (B) the
            pro-rata portion of Executive's annual target bonus for the current
            fiscal year from July 1 until the first day of incapacity and any
            amounts of annual target bonus owed for the previous year(s), (C)
            all reasonable unreimbursed business-related expenses and (ID)
            continuation of health and life insurance as in effect prior to the
            date of disability until Executive's 65th birthday. All amounts
            payable to Executive pursuant to this Section 6.1 shall be payable
            within 30 days following the effective date of the termination of
            Executive's employment or as soon as calculable. For purposes of
            this Agreement, "permanent disability" shall be defined as any
            physical or mental disability or incapacity that renders Executive
            incapable of performing essential functions of his position under
            Section 2 for a period of 180 consecutive days, or for 180 days in
            any 360-day period.

      6.2   Death. In the event of the death of Executive during the Employment
            Period, this Agreement shall automatically terminate and the Company
            shall have no further obligations hereunder, except to pay and
            provide to Executive's beneficiary or other legal representative,
            subject to applicable withholding, (A~ all amounts of Base Salary
            and annual target bonus earned and accrued but unpaid, at the date
            of death, (B) all reasonable unreimbursed business-related expenses.
            All amounts payable to Executive pursuant to this Section 6.2 shall
            be payable within 30 days


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      following the date of death. The Chairman may, at his discretion, provide
      for payment of these amounts under Section 6.2 through the purchase of
      appropriate insurance products.

6.3   Termination Without Cause. In the event of the termination of Executive's
      employment by the Company without Cause (as defined below) or upon the
      Executive's voluntary termination of his employment for Good Reason (as
      defined below), and subject to the execution by Executive of a General
      Waiver and Release and Covenant not to Sue ("Release") in the format then
      used by the Company for employment purposes, the Company shall provide
      Executive with the following benefits:

      (A)   All amounts of Base Salary earned and accrued but unpaid on the date
            of termination shall be paid by the Company on the date of
            termination;

      (B)   Any accrued but unpaid portion of the annual Target Bonus amounts
            shall be paid (based on performance through the termination date and
            discounted on a pro rata basis to reflect the percentage of business
            days completed for the entire bonus period as of the termination
            date)j within 30 days following the date of termination or as soon
            thereafter as the amounts may be calculated; and

      (C)   Should Executive be terminated after nine months from the effective
            date of this Agreement, an amount equal to two-thirds of Executive's
            annual Base Salary on the date of termination shall be paid to
            Executive by the Company in eight equal monthly installments, with
            the first installment being paid within 30 days following the date
            of termination. In the event Executive is terminated before nine
            months from the effective date of this Agreement, he shall be paid
            in accordance with the schedule set forth in Exhibit C and
            incorporated by this reference.

6.4   Circumstances Under Which Termination Benefits Would Not Be Paid. The
      Company shall only be obligated to pay the amounts of Base Salary and
      annual target bonus accrued but unpaid on the date of termination, and
      shall not be obligated to pay Executive the termination benefits described
      in subparagraphs 6.1 through 6.3 above if the Employment Period is
      terminated for Cause or if Executive voluntarily terminates his employment
      other than for Good Reason (as defined below). For purposes of this
      Agreement, "Cause" shall be limited to:

      (A)   Any willful or repeated failure by Executive to substantially
            perform his duties hereunder, other than a failure resulting from
            his complete or partial incapacity due to physical or mental illness
            or impairment;

      (B)   A material and willful violation of a federal or state law or
            regulation applicable to the business of the Company or that
            adversely affects the image of the Company;


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      (C)   Commission of a willful act by Executive which constitutes gross
            misconduct and is injurious to the Company; or

      (D)   A willful breach of a material provision of this Agreement.

            It is further understood that Executive would not be entitled to the
            termination benefits described in subparagraphs 6.1 through 6.3 in
            the event he should retire from employment on or after his 65th
            birthday.

6.5   Constructive Termination. Notwithstanding anything in Section 3 or in this
      Section 6 to the contrary, for purposes of this Agreement the Employment
      Period shall be deemed to have been terminated and Executive shall be
      deemed to have Good Reason for voluntary termination of the Employment
      Period ("Good Reason"), if there should occur:

      (A)   A material adverse change in Executive's duties, responsibilities or
            authority (including status, office, title, reporting relationships
            or working conditions) from those in effect on the date of this
            Agreement without Executive's written consent; provided that before
            Executive asserts a claim, for Good Reason to resign pursuant to
            paragraph 6.6(A), Executive must provide the Company with written
            notice that identifies the mariner in which Executive believes the
            Company has created a material adverse change in Executive's duties,
            responsibilities or authority and a 30-day period for the Company to
            respond to such claims;

      (B)   A relocation of Executive's principal place of employment more than
            50 miles from Fort Lee, New Jersey without Executive's consent.

            The acquisition of the assets or capital stock of the Company by
            another or any other Change in Control, as that term is defined in
            Section 7, shall not constitute "Good Reason" for purposes of this
            Agreement.

7.    Change in Control Benefits: Should there occur a Change in Control (as
      defined below), then the following provisions shall become applicable:

      (A)   During the period (if any) following a Change in Control that
            Executive shall continue to remain employed, then the terms and
            provisions of this Agreement shall continue in full force and
            effect; or

      (B)   In the event of (i) a termination of the Executive's employment by
            the Company or its successor other than for Cause within six (6)
            months after a Change in Control or (ii) Executive voluntarily
            terminates his employment for Good Reason within six (6) months
            after a Change in Control, the Company shall pay to Executive an
            amount equal to (A) all amounts of annual target bonus accrued to
            the date of termination, (B) 100% of Executive's Base Salary for a
            period of one year, and (C) 50% of


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            Executive's target bonus for that year, in one lump sum, on or
            before the fifth business day following the effective date of
            Executive's termination.

For purposes of this Section 7, the term "Change in Control" shall mean:

      (x)   The sale, lease, conveyance, liquidation or other disposition of all
            or substantially all of the Company' s assets as an entirety or
            substantially as an. entirety to any person, entity or group of
            persons acting in concert; or

      (y)   Any transaction or series of related transactions (as a result of a
            tender offer, merger, consolidation or otherwise) that results in
            any Person (as defined in Section l3%(8)(E). under the Securities
            Exchange Act of 1934) becoming the beneficial owner (as defined in
            Rule l3d~.3 under the Securities Exchange Act of 1934), directly or
            indirectly, of more than 50% of the aggregate voting power of all
            classes of common equity securities of the Company, except if such
            Person is (A) a subsidiary of the Company, (B) an employee stock
            ownership plan for employees of the Company, or (C) a company formed
            to hold the Company's common equity securities and whose
            shareholders constituted, at the time such company became such
            holding company, substantially all the equity owners or shareholders
            of the Company.

In the event that the severance and other benefits provided to Executive
pursuant to Section 6 of this Agreement (i) constitute "parachute payments"
within the meaning of Section 280G of the Internal Revenue Code of 1986, as
amended (the "Code") and (ii) but for this Section 7, such severance and
benefits would be subject to the excise tax imposed by Section 4999 of the Code,
then Executive's severance benefits under this Section 7 shall be payable
either:

      (a)   in full, or

      (b)   as to such lesser amount which would result in no portion of such
            severance and other benefits being subject to excise tax under
            Section 4999 of the Code, whichever of the foregoing amounts, taking
            into account the applicable federal, state and local income taxes
            and the excise tax imposed by Section 4999, results in the receipt
            by Executive on an after-tax basis, of the greatest amount of
            severance benefits under this Agreement.

Unless the Company and Executive otherwise agree in writing, any determination
required under this Section 7 shall be made in writing by independent public
accountants agreed to by the Company and Executive (the "Accountants"), whose
determination shall be conclusive and binding upon Executive and the Company for
all purposes. For purposes of making the calculations required by this Section
7, the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on reasonable, good faith interpretations
concerning the application of Sections 280G and 4999 of the Code. The Company
and Executive shall furnish to the Accountants such information and documents as
the


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Accountants may reasonably request in order to make a determination under this
Section 7. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 7.

8.    Dispute Resolution: ANY DISPUTE REGARDING EXECUTIVE'S EMPLOYMENT WITH THE
      COMPANY, INCLUDING BUT NOT LIMITED TO ANY DISPUTE REGARDING THE
      INTERPRETATION OR ENFORCEMENT OF THIS AGREEMENT, WHICH CANNOT BE RESOLVED
      BY NEGOTIATIONS BETWEEN EXECUTIVE AND THE COMPANY SHALL BE SUBMITTED TO,
      AND SOLELY DETERMINED BY, FINAL AND BINDING ARBITRATION CONDUCTED BY THE
      .IUDICIAL ARBITRATION ANT) MEDIATION SERVICES ("JAMS"). THE ARBITRATION
      SHALL BE CONDUCTED IN ACCORDANCE WITH JAMS" ARBITRATION RULES APPLICABLE
      TO EMPLOYMENT DISPUTES, ANT) THE PARTIES AGREE TO BE BOUND BY THE FINAL
      AWARD OF THE ARBITRATOR IN ANY SUCH PROCEEDING. TEE ARBITRATOR SHALL APPLY
      THE LAWS OF THE STATE OF NEW JERSEY WITH RESPECT TO THE INTERPRETATION OR
      ENFORCEMENT OF ANY MATTER RELATING TO THIS AGREEMENT OR TO EXECUTIVE'S
      EMPLOYMENT WITH THE COMPANY. ARBITRATION SHALL BE HELD TN THE STATE OF NEW
      JERSEY OR SUCH OTHER PLACE AS THE PARTIES MAY M7UTUALLY AGREE, AND SHALL
      BE CONDUCTED SOLELY BY A FORMER JUDGE. JUDGMENT UPON THE AWARD BY THE
      ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. CLAIMS
      THAT ARE FILED WITH AND ARE BEING PROCESSED BY THE U.S. EQUAL EMPLOYMENT
      OPPORTUNITY COMMISSION ("EEOC") ARE EXCLUDED FROM THIS AGREEMENT TO
      ARBITRATE. THE COMPANY SHALL BE RESPONSIBLE FOR 100% OF THE COST OF
      ARBITRATION INCLUDING THE FEES AND EXPENSES OF THE ARBITRATOR, EXCLUDING
      ATTORNEYS' FEES. EACH PARTY SHALL BE RESPONSIBLE FOR ITS OWN ATTORNEYS'
      FEES UNLESS THE PAYMENT OF FEES IS AWARDED BY THE ARBITRATOR TO EITHER
      PARTY PURSUANT TO APPLICABLE LAW. THE PARTIES TO THE ARBITRATION SHALL
      HAVE ALL RIGHTS, REMEDIES, AND DEFENSES AVAILABLE TO THEM IN A CIVIL
      ACTION FOR THE ISSUES IN CONTROVERSY. IF, FOR ANY LEGAL REASON, A
      CONTROVERSY ARISING FROM OR CONCERNING THE INTERPRETATION OR APPLICATION
      OF THIS AGREEMENT OR ITS SUBJECT MATTER CANNOT BE ARBITRATED AS PROVIDED
      IN THIS SECTION 8, THE PARTIES AGREE THAT ANY CIVIL ACTION SHALL BE
      BROUGHT IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF NEW JERSEY
      OR, ONLY IF THERE IS NO BASIS FOR FEDERAL JURISDICTION, IN THE APPROPRIATE
      STATE COURT OF THE STATE OF NEW JERSEY.

9.    Cooperation with the Company After Termination of the Employment Period:
      Following termination of the Employment Period by Executive, Executive
      agrees not to engage in any form of conduct, or make any statements or
      representations, that disparage or otherwise harm the reputation, good
      will or commercial interests of the Company or its management. Executive
      shall fully cooperate with the Company in all matters relating to


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      the winding up of his pending work on behalf of the Company and the
      orderly transfer of any such pending work to other employees of the
      Company as may be designated by the Company. Executive shall not receive
      payment for any matters completed pursuant to this Section beyond that
      amount, if any, provided by Sections 6 and 7 of this Agreement. In
      addition, Executive agrees to cooperate fully with the Company, including
      its attorneys or accountants, in connection with any potential or actual
      litigation matters, or other real or potential disputes, which directly or
      indirectly involve Executive. The Company shall reimburse Executive for
      all reasonable expenses incurred in the performance of this duty.

10.   Confidentiality; Return of Property; NonSolicitation of Employees:

            (A)   The Executive acknowledges that during the Employment Period
                  he will receive confidential information from the Company and
                  subsidiaries of the Company (each a "Relevant Entity").
                  Accordingly, the Executive agrees that during the Employment
                  Period (as it may be extended from time to time) and
                  thereafter for a period of two years, the Executive and his
                  affiliates shall not, except in the performance of his
                  obligations to the Company hereunder or as may otherwise be
                  approved in advance by the Company, directly or indirectly,
                  disclose or use (except for the direct benefit of the Company)
                  any confidential information that he may learn or has learned
                  by reason of his association with any Relevant Entity. Upon
                  termination of this Agreement, the Executive shall promptly
                  return to the Company any and all properties, records or
                  papers of any Relevant Entity, that may have been in his
                  possession at the time of termination, whether prepared by the
                  Executive or others, including, but not limited to,
                  confidential information and keys. For purposes of this
                  Agreement, "confidential information" includes all data,
                  analyses, reports, interpretations, forecasts, documents and
                  information concerning a Relevant Entity and its affairs,
                  including, without limitation with respect to clients,
                  products, policies, procedures, methodologies, trade secrets
                  and other intellectual property, systems, personnel,
                  confidential reports, technical information, financial
                  information, business transactions, business plans, prospects
                  or opportunities, (i) that the Company reasonably believes are
                  confidential or (ii) the disclosure of which could be
                  injurious to a Relevant Entity or beneficial to competitors of
                  a Relevant Entity, but shall exclude any information that (x)
                  the Executive is required to disclose under any applicable
                  laws, regulations or directives of any government agency,
                  tribunal or authority having jurisdiction in the matter or
                  under subpoena or other process of law, (y) is or becomes
                  publicly available prior to the Executive's disclosure or use
                  of the information in a manner violative of the second
                  sentence of this Section 10(a), or (z) is rightfully received
                  by Executive without restriction or disclosure from a third
                  party legally entitled to possess and to disclose such
                  information without restriction (other than information that
                  he may learn or has learned by reason of his association with
                  any Relevant Entity). For purposes of this Agreement,
                  "affiliate" means any entity that, directly or indirectly, is


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                  controlled by, or under common control with, the Executive.
                  For purposes of this definition, the terms "controlled" and
                  "under common control with" means the possession, direct or
                  indirect, of the power to direct or cause the direction of the
                  management and policies of such person, whether through the
                  ownership of voting stock, by contract or otherwise.

            (B)   Executive shall not, at arty time during the twenty-four (24)
                  month period following the Employment Period, directly or
                  indirectly solicit or otherwise encourage any third party or
                  representative thereof, who was at the end of the Employment
                  Period, a customer of the Company, for the purpose of causing
                  such customer or customers to purchase, lease or otherwise use
                  any competitive product or service offered by Executive or any
                  organization with which Executive is affiliated.

            (C)   For a period of one (1) year following the termination of
                  Executive's employment with the Company for any reason,
                  Executive shall not, without the Company's express written
                  consent, either on his own behalf or on behalf of another,
                  solicit employees of the Company or any subsidiary of the
                  Company for the purpose of hiring them or inducing them to
                  leave the Company.

11.   General:

      11.1  Indemnification. If Executive is made, or threatened to be made, a
            party to party legal action or proceeding, whether civil or
            criminal, by reason of the fact that Executive is or was a director
            or officer of the Company or serves or served any other Company
            affiliate, the Company agrees to indemnify Executive for actions
            taken by Executive in Executive's official capacity as an officer or
            director of Company, to the extent required by the Company's bylaws,
            articles of incorporation, or by applicable statutory or common law.
            In addition, the Company agrees to further indemnify Executive as
            set forth in Exhibit D and incorporated by reference.

      11.2  Waiver. Neither party shall, by mere lapse of time, without giving
            notice or taking other action hereunder, be deemed to have waived
            any breach by the other party of any of the provisions of this
            Agreement. Further, the waiver by either party of a particular
            breach of this Agreement by the other shall neither be construed as,
            nor constitute a, continuing waiver of such breach or of other
            breaches by the same or any other provision of this Agreement.

      11.3  Severability. If for any reason a court of competent jurisdiction or
            arbitrator finds any provision of this Agreement to be
            unenforceable, the provision shall be deemed amended as necessary to
            conform to applicable laws or regulations, or if it cannot be so
            amended without materially altering the intention of the parties,
            the remainder of the Agreement shall continue in full force and
            effect as if the offending provision were not contained herein.


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11.4  Notices. All notices and other communications required or permitted to be
      given under this Agreement shall be in writing and shall be considered
      effective upon personal service or upon transmission of a facsimile or the
      deposit with Federal Express or in Express Mail and addressed to the
      chairman of the Board of the Company at its principal corporate address,
      and to Executive at his most recent address shown on the Company's
      corporate records, or at any other address which he may specify in any
      appropriate notice to the Company.

11.5  Counterparts. This Agreement may be executed in any number of
      counterparts, each of which shall be deemed an original and all of which
      taken together constitutes one and the same instrument and in making proof
      hereof it shall not be necessary to produce or account for more than one
      such counterpart.

11.6  Entire Agreement. The parties hereto acknowledge that each has read this
      Agreement, understands it, and agrees to be bound by its terms. The
      parties further agree that this Agreement shall constitute the complete
      and exclusive statement of the agreement between the parties and
      supersedes all proposals (oral or written), understandings,
      representations, conditions, covenants, and all other communications
      between the parties relating to the subject matter hereof.

11.7  Governing Law. This Agreement shall be governed by the law of the State of
      New Jersey.

11.8  Assignment and Successors. The rights and obligations of the Company under
      this Agreement shall inure to the benefit and shall be binding upon the
      successors and assigns of the Company.

11.9  Conformity of Bylaws and Other Corporate Documents. Should any provision
      of the bylaws of the corporation or other corporate documents be in
      conflict with the terms of this Agreement, the Company agrees to act
      through its Board of Directors to amend such provision to be in conformity
      with the terms of this Agreement.

      IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

PHILIP BROTHERS CHEMICALS, INC.

/s/ Jack Bendheim                             /s/ Gerald K. Carlson
-------------------------------               -------------------------------
Jack Bendheim                                 Gerald K. Carlson
By:
Its: Chairman


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                                    Exhibit A

                 Responsibilities of the Chief Executive Officer

      Key Result Areas

o     Build EBITDA*.

o     Build successful growth businesses and. programs, or exit as necessary to
      achieve the financial plan and business strategy.

o     Build effective organizations at the corporate, and at the animal health
      and industrial sector levels.

      Key Responsibilities in Leading and Managing the Company

      o     Define and execute a strategy for the company and its businesses
            subject to the approval of the Board of Directors.

      o     Communicate with, and seek the counsel of, the Executive Committee
            on a timely and regular basis.

      o     Direct the work of, and serve as the direct supervisor to, the
            following positions: All employees, officers and consultants, with
            the exception of the Chairman.

      o     Lead the preparation and, after approval by the Chairman, the
            implementation of the annual business and financial plans.

      o     Review, define and implement an organization to support the strategy
            and build staff (people and capabilities) to deliver key results.

      o     Review current conditions and define and implement a plan to improve
            management and employee effectiveness, company systems and controls
            (i.e., financial and business planning and control, forecasting,
            information systems, employee communications, operations,
            purchasing, customer service, and asset management.)

      o     Assess current product offerings, market and customer focus and
            sales and marketing capabilities arid programs, make needed changes
            and focus the organization on creating greater customer value and
            competitive advantage.

      o     Communicate the vision and plans for the company to its employees
            and customers to encourage and facilitate their inputs, commitment,
            and efforts towards a successful outcome.

      o     Dispose of any assets and businesses that no longer fit with
            strategy or financial performance objectives of the business,
            subject to the approval of the Board of Directors.

      o     Communicate with, and seek approval and counsel of the Board of
            Directors, on a regular basis on the plans, progress and affairs of
            the company.

      o     To execute other duties as may from time to time be assigned by the
            Chairman or the Board of Directors.

*Or other combination of financial measures


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                                    Exhibit B

                    Target Bonus for Chief Executive Officer

Annual Bonus Target and Payout Calculation:

Target: The annual bonus target will be set at One Hundred Percent (100%) of the
base salary actually paid in a given year.

Payout: The payout will be according to the following scale based cxi
achievement of the budgeted dollar increase in EBITDA performance from the
previous year:

Achievement:
Percentage of                                Payout:
Budgeted Dollar                              Percentage of
Increase                                     Bonus Target

130%                                         150%
120%                                         130%
110%                                         115%
100%                                         100%
90%                                          80%
80%                                          70%
70%                                          60%
60%                                          50%

Bonus Calculation in Event of Sale of All or Part of Company: For the purpose of
calculating Bonus payout in the event of the sale of all or part of the Company
(which could have the impact of lowering overall EBITDA), the total achievement
EBITDA figure used will include the greater of a) the budgeted EBITDA for the
business unit(s) sold; orb) the average of the budgeted EBITDA and the actual
EBITDA over the last twelve months for the business unit(s) sold.


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                                    Exhibit C

                 Schedule of Payments Pursuant to Section 6.3(C)

In the event Executive is terminated pursuant to Section 6.3 prior to nine
months from the date of employment, he shall be paid a pro rata share Of the
payment described in Section 6.3(C) according to the following schedule:

If Executive is terminated in the first three months of employment, lie shall
receive one month of Base Salary;

If Executive is terminated after three months but prior to six months of
employment, he shall receive two months of Base Salary;

If Executive is terminated after six months but prior to nine months of
employment, he shall receive four months of Base Salary.


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                                   Exhibit ID

                     Indemnification of Executive by Company

The Company agrees to indemnify Executive in the manner and to the extent
provided by law. The Company shall provide specific and separate indemnification
insurance to cover Executive in an amount not less than the amount of coverage
provided to the Board of Directors. The Company also agrees to provide
indemnification to Executive for his work on behalf of the Company prior to
execution of this Agreement, both as an individual consultant to the Company and
as an employee of GKC Consulting Ltd.


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