EXHIBIT 10.1

                         First Capital Bancshares, Inc.

                              EMPLOYMENT AGREEMENT


         This EMPLOYMENT  AGREEMENT (this "Agreement") dated April 24th, 2001 is
made by and between First Capital  Bancshares,  Inc., a unitary  thrift  holding
company (the  "Company") and First Capital Bank, a federal  savings  association
(the  "Bank")  (the  Company  and the Bank are  collectively  referred to as the
"Employer"),  and Charles 0. Rivers,  an individual  resident of North  Carolina
(the  "Employee"),  and  is  effective  as of  the  31st  day  of  August,  2000
("Effective Date").

         The  Employer  intends to employ the  Employee  as the Chief  Executive
Officer and President of the Company and the Bank. The Employer  recognizes that
the  Employee's  anticipated  contribution  to the  growth  and  success  of the
Employer is substantial.  The Employer  desires to provide for the employment of
the Employee which the Employer has determined  will reinforce and encourage the
continued  dedication  of the Employee to the Employer and will promote the best
interests of the Employer and its shareholders. The Employee is willing to serve
the Employer on the terms and conditions herein provided.

         In  consideration  of the  foregoing,  the mutual  covenants  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto,  intending to be legally
bound, hereby agree that on the Effective Date:

     1.  Employment.  The Employer  shall employ the Employee,  and the Employee
shall  serve the  Employer,  as Chief  Executive  Officer and  President  of the
Company  and the Bank upon the  terms  and  conditions  set  forth  herein.  The
Employee shall have such authority and  responsibilities  as are consistent with
his  position  and which may be set forth in this  Agreement  or assigned by the
Board of  Directors  from  time to time.  The  Employee  shall  devote  his full
business  time,  attention,  skill and efforts to the  performance of his duties
hereunder, except during periods of illness or periods of vacation and leaves of
absence   consistent  with  the  Employer's  policy.  The  Employee  may  devote
reasonable periods of time to perform charitable and other community  activities
and to manage his personal investments;  provided, however, that such activities
will not materially  interfere with the performance of his duties  hereunder and
will not be in conflict or competitive with, or adverse to, the interests of the
Employer.  Under no  circumstances  will the Employee work for any competitor or
have  any  financial  interest  in any  competitor  of the  Employer;  provided,
however,  that the Employee may invest in up to 1% of the publicly-traded  stock
or securities of any company whose stock or securities  are traded on a national
exchange.

     2. Term.  Unless  earlier  terminated as provided  herein,  the  Employee's
employment under this Agreement shall be for a term (the "Term") of three years,
subject to renewal for additional three year terms upon  satisfactory  review of
the Employee's performance and written approval by the Board of Directors.




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     3. Compensation and Benefits.

         a. The  Employer  shall pay the Employee a salary at a rate of not less
than  $115,000  per annum  (the  "Salary  Base") in  accordance  with the salary
payment  practices  of the  Employer.  The Board of  Directors  shall review the
Employee's  salary at least annually and may increase the Employee's base salary
if it determines in its sole discretion that an increase is appropriate.

         b. The  Employee  shall be entitled to the sum of $1,500 per month (the
"Benefit Base") as fringe benefits  representing  automobile  expenses,  country
club dues,  and health  insurance  expenses.  For purposes of computing the base
salary in the event of  termination  in  accordance  with  Section 4 below,  the
Employee's  base salary shall be equal to the Salary Base plus the Benefit Base,
or $133,000 on an annual basis.

         c. The Employee shall participate in any retirement,  welfare, deferred
compensation,  life  insurance,  and  other  benefit  plans or  programs  of the
Employer now or hereafter  applicable to the Employee or applicable generally to
employees of the Employer, as determined by the Board of Directors.

         d. The Employee  shall be entitled to 15 days paid vacation  during the
first 12 months of employment  with  Employer,  and thereafter to 20 days per 12
month period for the remainder of the Term.  Employee  shall also be entitled to
all paid  holidays  given by the Employer to its other  employees.  In addition,
Employee  shall be entitled to 10 sick day leaves  during the first 12 months of
his employment  without deduction in pay and in each subsequent 12 month period,
15 days paid sick leave.

         e. The Employer shall continue to reimburse the Employee for reasonable
travel and other expenses  related to the  Employee's  duties which are incurred
and accounted for in accordance with the Employer's standard business practices.

         f. The Employee  shall receive a cash bonus in the amount of $15,000 on
January 15, 2002, for the 2001 fiscal year, if the Bank receives a minimum grade
of three on the OTS  safety  and  soundness  test.  Each  year  thereafter,  the
Employee  shall be  eligible  to receive a cash bonus  equaling  5% of the prior
year's  net  operating  profits  of the  Bank  (determined  in  accordance  with
generally accepted accounting principals) plus an additional 1,000 stock options
(the "Bonus Plan"),  based upon the achievement of specified goals and criteria,
including,  but not limited to, the Bank's profitability,  capital ratios, asset
quality,  interest rate risk, and other short and long term goals as established
by the Board of Directors (the "Bonus Criteria").  The 1,000 stock option grants
will be  granted  for five  years  for a total of 5,000  stock  options.  Unless
provided  otherwise in any particular Bonus Plan, each annual award will vest on
January 1 of the year following the year for which the award is earned, provided
that the Employee is actively  employed on such date.  The  Employer  shall make
payment on any vested bonus within a reasonable period after vesting thereof.

         g. The  Employee  shall  participate  in the  Bank's  long-term  equity
incentive  program and be eligible  for the grant of stock  options,  restricted
stock,  and other  awards  thereunder  or under any similar  plan adopted by the
Company.  The Company  shall grant to the Employee an option to purchase  30,000
shares of Common  Stock at an  exercise  price of $7.80 per share  (the  "Option
Agreement").  The  award  agreement  for the stock  option  shall  provide  that
one-fifth  of the shares  subject  to the option  will vest on each of the first
five  anniversaries  of the date  Employee  commenced  his  employment  with the
Company,  but only if the Employee remains employed by the Company on such date,
and shall contain other customary  terms and conditions.  At least 17,000 shares
subject to the Option Agreement shall be granted as soon as reasonable  possible
following  the  execution  of this  Agreement.  Employee  acknowledges  that the
Company's existing option plan will have to be amended by the Board of Directors
in order to grant the additional 13,000 stock option shares  thereunder.  In the
event  the Board of  Directors  does not  amend  the  option  plan and grant the
additional  13,000  options to Employee by October  31,  2000,  then the Company
shall instead grant to Employee 13,000 nonqualified stock options outside of the
option plan or 13,000 stock  appreciation  rights with respect to the  Company's
common stock in substantially the same terms as the options issued above.



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     4. Termination.

         a. The  Employee's  employment  under this  Agreement may be terminated
prior to the end of the Term only as follows:

          (i)  upon the death of the Employee;

          (ii) upon the  disability  of the  Employee  for a period  of 180 days
               which,  in the  opinion of the Board of  Directors,  renders  him
               unable to  perform  the  essential  functions  of his job and for
               which reasonable  accommodation  is unavailable.  For purposes of
               this Agreement, a "disability" is defined as a physical or mental
               impairment  that  substantially  limits  one or more  major  life
               activities, and a "reasonable accommodation" is one that does not
               impose an undue hardship on the Employer;

          (iii)upon the  determination of Cause for termination,  in which event
               such  employment  may be  terminated  by  written  notice  at the
               election of the Employer. For purposes of this Agreement, "Cause"
               shall  consist of any of (A) the  commission by the Employee of a
               willful  act  (including,  without  limitation,  a  dishonest  or
               fraudulent act, the breach of a fiduciary duty involving personal
               profit, the intentional  failure to perform stated duties, or the
               willful  violation of any law,  rule, or  regulation  (other than
               traffic  violations  of  similar  offenses),  or final  cease and
               desist  order) or a grossly  negligent  act,  or the  willful  or
               grossly  negligent  omission  to act by the  Employee,  which  is
               intended  to  cause,  causes,  or is  reasonably  likely to cause
               material  harm to the  Employer  (including  harm to its business
               reputation), (B) incompetence, (C) the indictment of the Employee
               for the commission or  perpetration by the Employee of any felony
               or any crime involving dishonesty,  moral turpitude or fraud, (D)
               the material  breach by the Employee of this  Agreement  that, if
               susceptible of cure,  remains uncured ten days following  written
               notice to the Employee of such breach,  or (E) the  exhibition by
               the  Employee of a standard  of behavior  within the scope of his
               employment  that is materially  disruptive to the orderly conduct
               of  the  Employer's  business  operations   (including,   without
               limitation,  substance  abuse or  sexual  misconduct)  to a level
               which,  in the Board of  Directors'  good  faith  and  reasonable
               judgment,  is  materially  detrimental  to  the  Employer's  best
               interest,  that, if susceptible of cure, remains uncured ten days
               following  written  notice  to  the  Employee  of  such  specific
               inappropriate behavior; or

          (iv) upon 30 days  written  notice  thereof to the  Employee  from the
               Employer  (termination  "Without  Cause"),  provided  that in the
               event of any such termination  Without Cause,  Section 4(e) shall
               be applicable thereto.

         b. If the Employee's employment is terminated because of the Employee's
death,  the  Employee's  estate  shall  receive  any sums due him as base salary
and/or  reimbursement)  of expenses  through the end of the month  during  which
death  occurred,  plus (i) any bonus  earned  or  accrued  under the Bonus  Plan
through the date of death  (including any amounts awarded for previous years but
which were not yet vested)  and (ii) a pro rata share of any bonus with  respect
to the  current  fiscal  year  which  had  been  earned  as of the  date  of the
Employee's death,  provided that the Bonus Criteria are satisfied for the entire
current fiscal year.  All earned and accrued  amounts under (i) and (ii) of this
subsection,  shall be paid in accordance with the Bonus Plan payment  procedures
set forth in Section 3(f).

         c. During the period of any incapacity leading up to the termination of
the employee's employment as a result of disability, the Employer shall continue
to pay the  Employee  his full base  salary  at the rate then in effect  and all
perquisites and other benefits other than any bonus) until the Employee  becomes
eligible for benefits under any long-term  disability plan or insurance  program
maintained by the Employer, provided that the amount of any such payments to the
Employee  shall be reduced  by the sum of the  amounts,  if any,  payable to the
Employee for the same period under any disability benefit or pension plan of the
Employer or any of its subsidiaries. Furthermore, the Employee shall receive (i)
any bonus earned or accrued  under the Bonus Plan through the date of incapacity
(including any amounts awarded for previous years but which were not yet vested)
and (ii) a pro rata share of any bonus with  respect to the current  fiscal year
which had been earned as of the date of the Employee's incapacity, provided that
the Bonus  Criteria are satisfied for the entire current fiscal year. All earned
and  accrued  amounts  under (i) and (ii) of this  subsection,  shall be paid in
accordance with the Bonus Plan payment procedures set forth in Section 3(f).



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         d. If the  Employee's  employment is  terminated  for Cause as provided
above,  or if the  Employee  resigns  (except for a  termination  of  employment
pursuant to Section  4(f)),  the Employee shall receive any sums due him as base
salary and/or  reimbursement of expenses  through the date of such  termination,
plus any bonus  earned or  accrued  under the  Bonus  Plan  through  the date of
termination (excluding any amounts awarded for previous years but which were not
yet vested).

         e. If the  Employee's  employment  is  terminated  Without  Cause,  the
Employer shall pay to the Employee severance  compensation in an amount equal to
100% of his  then-current  monthly base salary each month for 18 months from the
date of  termination,  plus any bonus  earned or  accrued  under the Bonus  Plan
through the date of  termination  (excluding  any amounts  awarded for  previous
years but which were not yet vested).  However, Section 4(f) shall apply instead
of this Section 4(e) to any termination Without Cause after a Change in Control.

         f. Upon a Change in Control,  the Employee may terminate his employment
hereunder  for any reason upon  delivery of notice to the Employer  within a one
year  period  beginning  upon the  occurrence  of a Change  in  Control.  If the
Employee  terminates his employment pursuant to this Section 4(f) for any reason
or the Employer either (A) requires  Employee to relocate to an office more than
35  miles  from the  Employee's  primary  place of work on the date  immediately
preceding  the Change of Control,  (B) demotes or otherwise  reduces the overall
responsibilities  of  the  Employee  ((A)  and  (B)  collectively   "Termination
Events"),  and  following a  Termination  Event,  the  Employee  terminates  his
employment  hereunder,  or (C) terminates the Employee  Without Cause,  then, in
addition  to  other  rights  and  remedies  available  in  law  or  equity,  the
restrictive  covenants  contained in Section 9 shall not apply and, in addition,
the Employer shall pay the Employee the following:

          (a)  within 15 days of such  termination  date, in cash,  any sums due
               him as base salary and/or  reimbursement  of expenses through the
               date of such termination; plus

          (b)  any bonus earned or accrued under the Bonus Plan through the date
               of termination  (excluding any amounts awarded for previous years
               but which were not yet vested); plus

          (c)  a pro rata share of any bonus with respect to the current  fiscal
               year  which  had been  earned  as of the  date of the  Employee's
               termination (and any forfeiture in other  restrictive  provisions
               applicable  to each award  shall not  apply),  provided  that the
               Bonus  Criteria are satisfied for the entire current fiscal year;
               plus

          (d)  within 15 days of such  termination  date, in cash,  one lump sum
               payment in an amount equal to the Employee's  then current annual
               base salary multiplied by 1 1/2 (the "Severance Payment"), except
               that in the event the  payment  of the  Severance  Payment  would
               cause  the  Bank to fall  into a lower  capital  category,  or to
               experience a capital failure, then the Severance Payment shall be
               paid to the Employee in equal monthly  installments over a period
               of 18 months;  provided  however,  that the Severance  Payment is
               limited to $100,000 if the  Employee  terminates  his  employment
               pursuant  to this  Section  4.f  without  the  occurrence  of any
               Termination Event.

All earned and accrued amounts under (ii) and (iii) of this subsection, shall be
paid in accordance  with the Bonus Plan payment  procedures set forth in Section
3(f).

         g. With the  exceptions  of the  provisions  of this Section 4, and the
express  terms of any benefit  plan under which the  Employee is a  participant,
upon  termination  of the  Employee's  employment,  the  Employer  shall have no
obligation to the Employee for, and the Employee  waives and  relinquishes,  any
further  compensation or benefits (exclusive of COBRA benefits).  At the time of
termination  of  employment,  the  Employee  shall  enter into a form of release
acknowledging such remaining  obligations and discharging the Employer,  as well
as the  Employer's  officers,  directors  and  employees  with  respect to their
actions for or on behalf of the Employer,  from any other claims or  obligations
arising out of or in connection with the Employee's  employment by the Employer,
including the circumstances of such termination.



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         h. In the event that the  Employee's  employment is terminated  for any
reason  and  the  Employee  serves  as a  director  of  the  Employer  or of any
subsidiary  of the  Employer,  the Employee  shall (and does hereby)  tender his
resignation from such positions effective as of the date of termination.

         i.  The  parties   intend  that  the   severance   payments  and  other
compensation provided for herein are reasonable  compensation for the Employee's
services to the Employer and shall not constitute  "excess  parachute  payments"
within the meaning of Section  280G(b) of the Internal  Revenue Code of 1986 and
any  regulations  thereunder.  In the  event  that  the  Employer's  independent
accountants  acting  as  auditors  for the  Employer  on the date of a Change in
Control  determine  that the  payments  provided for herein  constitute  "excess
parachute payments," then the Employee's compensation payable hereunder shall be
decreased,  so as to equal an amount  that is $1.00  less than  three  times the
Employee's  "base  amount,"  as that term is defined  in Section  280G(b) of the
Internal  Revenue Code, if, and only if,  reducing the  Employee's  compensation
will put the  Employee in a better  after-tax  position  than if the  Employee's
compensation was not reduced.

         j. Notwithstanding  anything to the contrary herein, if the Employee is
suspended or temporarily  prohibited  from  participating  in the conduct of the
Employer's affairs by a notice served under section 8(e)(3) or (g)(l) of Federal
Deposit  Insurance  Act (12 U.S.C.  1818  (e)(3)  and  (g)(l)),  the  Employer's
obligations  under this  Agreement  shall be suspended as of the date of service
unless  stayed by  appropriate  proceedings.  If the  charges  in the notice are
dismissed,  the Employer may in its  discretion (i) pay the Employee all or part
of the  compensation  withheld while the  obligations  under this Agreement were
suspended and (ii) reinstate (in whole or in part) any of such obligations which
were suspended.

         k. Notwithstanding  anything to the contrary herein, if the Employee is
removed or  permanently  prohibited  from  participating  in the  conduct of the
Employer's  affairs by an order issued  under  section 8 (e)(4) or (g)(1) of the
Federal Deposit Insurance Act (12 U.S.C. 1818 (e)(4) or (g)(1)), all obligations
of the Employer under this Agreement shall terminate as of the effective date of
the order, but any vested rights of the parties hereto shall not be affected.

         l. Notwithstanding  anything to the contrary herein, if the Employer is
in default (as defined in section 3(x)(1) of the Federal Deposit Insurance Act),
all obligations  under this Agreement shall terminate as of the date of default,
but this  paragraph  4(1)  shall not affect  any  vested  rights of the  parties
hereto.

         m.  Notwithstanding  anything to the contrary  herein,  all obligations
under this Agreement shall be terminated,  except to the extent  determined that
continuation  of this Agreement is necessary for the continued  operation of the
Employer, in the following cases:

          (a)  By the  Director  of the Office of Thrift  Supervision  (the "OTS
               Director")  or his or her  designee,  at  the  time  the  Federal
               Deposit Insurance Corporation enters into an agreement to provide
               assistance  to or on behalf of the Employer  under the  authority
               contained in 13(c) of the Federal Deposit Insurance Act; or

          (b)  By the OTS Director or his or her  designee,  at the time the OTS
               Director or his or her designee approves a supervisory  merger to
               resolve problems related to operation of the Employer or when the
               Employer is  determined by the OTS Director to be in an unsafe or
               unsound condition.

         n. Any payments  made to the Employee  pursuant to this  Agreement,  or
otherwise,  are subject to and conditioned  upon their compliance with 12 U.S.C.
Section 1828(k) and any regulations promulgated thereunder.

         o.  Notwithstanding  anything to the contrary herein, and in accordance
with the OTS Regulatory  Bulletin 27a dated March 5, 1993,  upon the termination
of the Employee,  for any reason,  the total amount of compensation  that may be
paid to the  Employee  hereunder  shall not exceed  three  times the  Employee's
average annual  compensation for the previous five taxable years (except that if
the Employee was not employed by the Employer for five years, the average annual
compensation for the actual number of taxable years the Employee was employed by
the Employer).



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     5.  Ownership  of Work  Product.  The  Employer  shall own all Work Product
arising  during  the  course of the  Employee's  employment  (prior,  present or
future).  For  purposes  hereof,  "Work  Product"  shall  mean all  intellectual
property rights, including all Trade Secrets, U.S. and international copyrights,
patentable   inventions,   and  other  intellectual   property  rights,  in  any
programming, documentation, technology, work of authorship or other work product
that relates to the  Employer,  its business or its  customers and that Employee
conceives, develops, or delivers to the Employer or that otherwise arises out of
the services  provided by the Employee to the  Employer  hereunder,  at any time
during his  employment,  during or outside normal working hours, in or away from
the facilities of the Employer, and whether or not requested by the Employer. If
the Work Product  contains any materials,  programming or intellectual  property
rights that the Employee  conceived or developed  prior to, and  independent of,
the  Employee's  work for the  Employer,  the  Employee  agrees to identify  the
pre-existing  items to the  Employer,  and the  Employee  grants the  Employer a
worldwide,  unrestricted,  royalty-free right, including the right to sublicense
such items.  The  Employee  agrees to take such actions and execute such further
acknowledgments  and assignments as the Employer may reasonably  request to give
effect to this provision.

     6.  Protection of Trade Secrets.  The Employee agrees to maintain in strict
confidence  and except as necessary to perform his duties for the Employer,  the
Employee agrees not to use or disclose any Trade Secrets as defined in the Trade
Secrets Act set forth in the South Carolina Code Annotatedss.39-8-1 et. seq., as
may be amended from time to time.

     7. Protection of Other Confidential Information.  In addition, the Employee
agrees to maintain in strict  confidence and, except as necessary to perform his
duties  for the  Employer,  not to use or  disclose  any  Confidential  Business
Information of the Employer  during his employment and for a period of 24 months
following  termination  of the  Employee's  employment.  "Confidential  Business
Information" shall mean any internal,  non-public  information (other than Trade
Secrets already  addressed above) concerning the Employer's  financial  position
and results of operations (including revenues, assets, net income, etc.); annual
and long-range  business  plans;  product or service plans;  marketing plans and
methods; training, educational and administrative manuals; customer and supplier
information  and purchase  histories;  and employee  lists.  The  provisions  of
Sections  6  and  7  above  shall  also  apply  to  protect  Trade  Secrets  and
Confidential  Business  Information  of third  parties  provided to the Employer
under an obligation of secrecy.

     8. Return of  Materials.  The Employee  shall  surrender  to the  Employer,
promptly upon its request and in any event upon  termination  of the  Employee's
employment, all media, documents,  notebooks, computer programs, handbooks, data
files, models, samples, price lists, drawings, customer lists, prospect data, or
other material of any nature  whatsoever (in tangible or electronic form) in the
Employee's possession or control,  including all copies thereof, relating to the
Employer,  its  business,  or its  customers.  Upon the request of the Employer,
Employee shall certify in writing compliance with the foregoing requirement.

     9. Restrictive Covenants.

         a. No Solicitation of Customers.  During the Employee's employment with
the Employer and for a period of 24 months  thereafter,  the Employee  shall not
(except on behalf of or with the prior written consent of the Employer),  either
directly or  indirectly,  on the  Employee's  own behalf or in the service or on
behalf of others, solicit or attempt to solicit Customers to induce or encourage
them  to  acquire  or  obtain  from  anyone  other  than  the  Employer  or  its
subsidiaries  any product or service  competitive  with or substitute for any of
the Employer's Products. For purposes of this Section,  "Customer" refers to any
person or group of persons with whom the Employee  had direct  material  contact
with regard to the selling,  delivery,  or support of the  Employer's  Products,
including  servicing such person's or group's  account,  during the period of 12
months preceding the solicitation date. The "Employer's  Products" refers to the
products and services that the Employer or any of its subsidiaries or affiliates
offered or sold within six months of the  solicitation  date.  This  restriction
does not apply after a Change in Control.



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         b. No Recruitment of Personnel.  During the Employee's  employment with
the Employer and for a period of 24 months  thereafter,  the Employee shall not,
either directly or indirectly, on the Employee's own behalf or in the service or
on behalf of others,  solicit or induce any  employee  of or  consultant  to the
Employer or any of its  subsidiaries  or affiliates to leave his or her position
with the Employer (or the  subsidiary  or  affiliate),  or recruit or attempt to
recruit such persons to accept  employment  or any other  position  with another
business. This restriction does not apply after a Change in Control.

         c. Independent Provisions. The provisions in each of the above Sections
9(a) and 9(b) are  independent,  and the  unenforceability  of any one provision
shall not affect the enforceability of any other provision.

     10. Successors Binding Agreement.  This Agreement shall be binding upon and
shall inure to the  benefit of the  Employer  and its  successors  and  assigns.
Neither this Agreement nor any right or interest  hereunder  shall be assignable
or transferable by the Employee,  his  beneficiaries  or legal  representatives,
except by will or by the laws of descent and distribution.  This Agreement shall
inure to the benefit of and be  enforceable  by the  Employee's  legal  personal
representative.

     11.  Notice.  For the  purposes  of this  Agreement,  notices and all other
communications  provided for in the  Agreement  shall be in writing and shall be
deemed to have been duly given when  personally  delivered  or sent by certified
mail,  return receipt  requested,  postage prepaid,  addressed to the respective
addresses  last given by each party to the other;  provided,  however,  that all
notices to the Employer  shall be directed to the attention of the Employer with
a copy to the Secretary of the Employer. All notices and communications shall be
deemed to have been received on the date of delivery thereof.

     12.  Governing Law. This  Agreement  shall be governed by and construed and
enforced in  accordance  with  federal law,  including,  but not limited to, the
rules and regulations of the Office of Thrift Supervision, and to the extent not
governed by federal law, the laws of the State of South Carolina  without giving
effect to the conflict of laws  principles  thereof.  Any action  brought by any
party to this Agreement  shall be brought and maintained in a court of competent
jurisdiction in State of South Carolina.

     13. Non-Waiver. Failure of the Employer to enforce any of the provisions of
this Agreement or any rights with respect  thereto shall in no way be considered
to be a waiver of such  provisions or rights,  or in any way affect the validity
of this Agreement.

     14.  Enforcement.  The  Employee  agrees that in the event of any breach or
threatened  breach by the  Employee of any  covenant  contained in Section 6, 7,
9(a), or 9(b) hereof,  the resulting injuries to the Employer would be difficult
or impossible to estimate accurately,  even though irreparable injury or damages
would certainly result. Accordingly, an award of legal damages, if without other
relief,  would be inadequate to protect the Employer.  The Employee,  therefore,
agrees that in the event of any such breach,  the Employer  shall be entitled to
obtain from a court of  competent  jurisdiction  an  injunction  to restrain the
breach or  anticipated  breach  of any such  covenant,  and to obtain  any other
available  legal,  equitable,  statutory,  or  contractual  relief.  Should  the
Employer  have cause to seek such  relief,  no bond shall be  required  from the
Employer,  and the Employee shall pay all attorney's  fees and court costs which
the Employer may incur to the extent the  Employer  prevails in its  enforcement
action.

     15.  Saving  Clause.  The  provisions  of this  Agreement  shall be  deemed
severable and the  invalidity  or  unenforceability  of any provision  shall not
affect the validity or  enforceability  of the other provisions  hereof.  If any
provision or clause of this Agreement,  or portion thereof, shall be held by any
court or other  tribunal  of  competent  jurisdiction  to be illegal,  void,  or
unenforceable in such jurisdiction, the remainder of such provision shall not be
thereby  affected and shall be given full effect,  without regard to the invalid
portion.  It is the intention of the parties  that,  if any court  construes any
provision or clause of this Agreement,  or any portion  thereof,  to be illegal,
void, or unenforceable  because of the duration of such provision or the area or
matter covered thereby, such court shall reduce the duration, area, or matter of
such  provision,  and,  in its  reduced  form,  such  provision  shall  then  be
enforceable and shall be enforced.



                                       8
<Page>

     16. Certain Definitions.

         a. "Change in Control" shall mean the occurrence during the Term of any
of the  following  events,  unless  such  event  is a  result  of a  Non-Control
Transaction:

          (i)  The  individuals  who,  as of the  date  of this  Agreement,  are
               members of the Board of Directors of the Employer (the "Incumbent
               Board") cease for any reason to constitute at least a majority of
               the Board of Directors of the Employer;  provided,  however, that
               if the  election,  or nomination  for election by the  Employer's
               shareholders,  of any new  director  was approved in advance by a
               vote of at least a  majority  of the  Incumbent  Board,  such new
               director shall, for purposes of this Agreement,  be considered as
               a member of the Incumbent Board.

          (ii) An  acquisition  (other than  directly  from the Employer) of any
               voting  securities of the Employer (the "Voting  Securities")  by
               any  "Person"  (as the  term  "person"  is used for  purposes  of
               Section  13(d) or 14(d) of the  Securities  Exchange Act of 1934)
               immediately  after which such Person has  "Beneficial  Ownership"
               (within the meaning of Rule 13d-3  promulgated under the Exchange
               Act)  of  50%  or  more  of  the  combined  voting  power  of the
               Employer's then outstanding Voting Securities.

          (iii)Approval  by  the   shareholders   of  the  Employer  and  actual
               consummation of:

               (a)  a merger,  consolidation  or  reorganization  involving  the
                    Employer;

               (b)  a complete liquidation or dissolution of the Employer; or

               (c)  an  agreement  for the sale or other  disposition  of all or
                    substantially  all of the  assets  of  the  Employer  to any
                    Person  (other  than  a  transfer  to a  subsidiary  of  the
                    Employer).

         b. "Non-Control Transaction" shall mean a transaction described below:

          (i)  the shareholders of the Employer, immediately before such merger,
               consolidation  or  reorganization,  own,  directly or indirectly,
               immediately    following    such   merger,    consolidation    or
               reorganization,  at least 50% of the combined voting power of the
               outstanding  voting securities of the corporation  resulting from
               such merger,  consolidation  or  reorganization  (the  "Surviving
               Corporation")  in  substantially  the  same  proportion  as their
               ownership  of  the  Voting  Securities  immediately  before  such
               merger, consolidation or reorganization; and

          (ii) immediately    following    such   merger,    consolidation    or
               reorganization, the number of directors on the board of directors
               of the  Surviving  Corporation  who were members of the Incumbent
               Board  shall at least  equal  the  number of  directors  who were
               affiliated  with or  appointed  by the other party to the merger,
               consolidation or reorganization.

     17. Entire  Agreement.  This  Agreement  constitutes  the entire  agreement
between  the  parties  hereto  and  supersedes  all  prior  agreements,  if any,
understandings  and  arrangements,  oral or written,  between the parties hereto
with respect to the subject matter hereof.

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



                                       9
<Page>

         IN WITNESS  WHEREOF,  the  Employer  has caused  this  Agreement  to be
executed  and its seal to be affixed  hereunto by its  officers  thereunto  duly
authorized, and the Employee has signed and sealed this Agreement,  effective as
of the date first above written.


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