EXHIBIT 10.4

                         EXECUTIVE EMPLOYMENT AGREEMENT

      EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement"), dated this 11th day of
July, 1997, by and between CE SOFTWARE, INC., an Iowa corporation (hereinafter
called the "Company"), CE SOFTWARE HOLDINGS, INC., a Delaware corporation
(hereinafter called "CESH") and Christian F. Gurney (hereinafter called the
"Executive").

      WHEREAS, the Company has employed the Executive since 1991 in various
capacities, has promoted Executive to the position of President, and the
Executive desires to commit himself to serve the Company on the terms and
conditions set forth herein;

      NOW, THEREFORE, in consideration of the foregoing and of the respective
covenants and agreements herein contained, the parties hereto adopt this
Executive's employment agreement in its entirety, and agree as follows:

      1. Employment : Term. The Company hereby agrees to employ the Executive,
and the Executive hereby agrees to serve the Company, on the terms and
conditions hereinafter set forth. The Executive shall be employed by the Company
for a term ending September 30, 1997 (the last day of which shall be the
"Renewal Date"), which term shall be renewable, on an annual basis, as provided
below, for additional one-year terms, on the Renewal Date and on each
anniversary of the Renewal Date. The Executive employment shall be automatically
renewed as of the Renewal Dates through September 30, 1999, unless a majority of
the Board of Directors (exclusive of the Executive) takes other action within
the terms of this agreement to terminate the Executive employment or to not
renew the Executive Employment at a stated Renewal Date. In the absence of any
action by the Board of Directors of any action on non-renewal or termination,
the Executive employment shall continue unchanged until the next Renewal Date
and this Agreement shall remain in force. On and after the Renewal Date of
September 30, 2000 the Executive employment may be renewed given the affirmative
vote of a majority of the members of the Board of Directors of the Company
provided that the Executive shall not be entitled to vote thereon. At least
sixty days prior to the Renewal Date and each anniversary of the Renewal Date
(provided that the Employee is employed by the Company prior to such date), the
Company shall notify the Executive, in writing, if the Company desires not to
renew his employment hereunder for an additional one-year term. The Executive
shall notify the Company, in writing, within forty-five days prior to any
Renewal Date, whether he desires not to continue his employment for such
additional term. If, pursuant to such notices, the Executive's employment is not
renewed, the Executive shall continue his employment for the remainder of the
then current contract period, provided, however, the Executive may receive
severance pay as set forth hereunder if not offered renewal as set forth
hereunder, or if Executive rejects the renewal offer because it is at a
compensation level below that of the existing term.

      2. Position and Duties. The Executive shall serve as the President of the
Company, and shall report to the Board of Directors. The Executive shall have
such powers and duties as may be prescribed from time to time by the Bylaws and
the Board of Directors, consistent with the office of President. The Executive
also agrees to serve, for no additional consideration, as Vice President of
CESH, as an officer of any affiliated company if so elected by its Board of
Directors, and as a director of the Company and CESH, and of any affiliated


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company, if he is nominated by the Board and elected by the shareholders of such
entity. The Company and CESH will indemnify and hold harmless the Executive from
liability, damages and costs (including attorneys fee) arising from his service
to the Company in any capacity to the same extent they will indemnify any of
their officers and directors pursuant to the Company's Certificate of
Incorporation, Bylaws, and Iowa or Delaware law, respectively. During the term
of this Agreement, the Executive shall devote his entire business time,
attention and energies exclusively to the business and affairs of the Company
and its affiliates and use his best efforts, skills and abilities to promote the
interests of the Company and its affiliates provided, however, that the
Executive shall have the right to pursue passive investments which do not relate
to the business and/or affairs of the Company and which do not interfere with
his responsibilities to the Company as set forth herein.

      3. Compensation and Benefits. During the term of the Executive's
employment hereunder, the Executive shall be entitled to receive the following
compensation and benefits:

      (a) Salary. The Company shall pay to the Executive a base salary of
$150,000 per annum payable semi-monthly, prorated to the date of this Agreement.
Such salary shall be subject to review by the Board of Directors on an annual
basis in event of a renewal of the term of employment hereunder, on a date no
later than sixty days prior to the commencement of the renewal term. Any
decrease or increase in the annual salary (and other compensation terms) payable
to the Executive shall be at the discretion of the Compensation Committee of the
Board of Directors of CESH and shall be based on the Executive's performance of
his duties under this Agreement and the Company's operating results to the date
of such review.

      (b) Stock Purchase Plan. Contemporaneously with the execution of this
Agreement and with the approval of the Compensation Committee of the Board of
Directors of CESH and subject to approval of the shareholders of CESH if such is
required by law, regulation or the terms of any stock listing agreement, the
Executive will purchase up to $50,000 of common stock, $.10 par value, of CESH
pursuant to a separate stock purchase agreement which is Exhibit B hereto. Said
agreement will price the shares at the closing price of the stock on the date of
this Agreement. Among other terms, the shares will be purchased for cash to the
extent of the par value of the shares and the balance by the non-recourse
promissory note of Executive, and held in escrow until the note is fully paid.
An amount equal to 60% of any cash dividends or other cash distributions paid on
the shares, will be withheld and applied to the purchase price until the note is
paid. Executive may make any additional payments from other funds. The shares
may not be sold until note is paid in full, subject to normal securities
registration requirements, or exemption therefrom.

      (c) Stock Options. As of the date of this Agreement, the Compensation
Committee of the Board of Directors of CESH has granted to the Executive options
to purchase 25,000 shares of common stock, pursuant to the Company's existing
stock option plans and form of nonqualified stock option agreement.

Executive understands that the number of options available under existing plans
may require shareholder approval of plan amendments, or of new plans, before the
total number of options may be granted under this contract; the board of
directors will recommend to the shareholders that any required approvals be
given.


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      (d) Expense Reimbursement. The Company shall promptly pay to the Executive
the reasonable expenses incurred by him in the performance of his duties
hereunder after receipt of supporting documentation in respect of such expenses
and otherwise in accordance with the past practices of the Company relating to
expenses and guidelines established by the Board of Directors.

      (e) Participation in Employee Plans. The Executive shall be entitled to
participate in or receive benefits offered to all employees of this Company
(e.g., group medical, dental, life, dependent life, and disability insurance,
profit-sharing, vacation, illness and holiday).

      (f) Vacations. The Executive shall be entitled to vacation days, in
accordance with standard Company policy, in each year of his employment by the
Company to be taken at his discretion but at a time or times consistent with the
Company's best interests.

      4. Termination for Disability, Extended Illness or Cause.

      (a) Disability or Extended Illness. Disability shall include extended
illness. The Company may, but shall not be required to, terminate the
Executive's employment hereunder if the Executive becomes disabled. The
executive shall be deemed to be disabled as of the date on which a
determination, based on a written opinion provided by a medical doctor selected
by the Board of Directors, has been made by the Board of Directors (on which
determination the Executive shall not be entitled to vote), written notice of
which shall be forwarded to the Executive, that the Executive, by reason of his
health, has become unable to perform his normal duties hereunder, provided that
no such determination shall be made unless and until the Executive has been
unable to devote such portion of his business time and energies to the affairs
of the Company as the conduct of its business shall reasonably require for a
period of 90 consecutive days or for 120 days in any 180-day period. In the
event that the Executive's employment hereunder is terminated on account of
disability, the Termination Date shall be the date on which the Executive
receives the notice required to be sent to him pursuant to this subsection (a).

      (b) Cause. Pursuant to resolution of the Board of Directors (on which
resolution the Executive shall not be entitled to vote), the Company shall
terminate the Executive's employment hereunder for Cause. For purpose of this
Agreement, the Company shall have "Cause" to terminate the Executive's
employment hereunder upon:

            (i) the Executive's repeated failure after written notice thereof to
perform his duties hereunder or his habitual neglect of duty (other than for
reasons set forth in Section 4(a) hereof),

            (ii) the commission by the Executive of any acts or omissions
constituting dishonesty, fraud or illegal acts, which are harmful to the Company
or its reputation,

            (iii) the Executive's resignation prior to the end of an applicable
term of employment hereunder or the Executive's action to not renew as set forth
in Section 1, or

            (iv) the breach by the Executive of any of the provisions of this
Agreement which the Executive is required to execute under Section 6 hereof.


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In the event the Company shall elect to terminate the Executive's employment
hereunder for Cause or without Cause, the Termination Date shall be the date on
which written notice from the Board of Directors is sent to the Executive. Such
notice shall set forth the reasons for such termination if applicable.

      5. Compensation Upon Termination.

      (a) Compensation During Disability or Extended Illness. During any period
that the Executive fails to perform his duties hereunder as a result of
incapacity due to disability or extended illness, the Executive shall continue
to receive his annual salary prorated to the Termination Date.

      (b) Termination on Account of Death. If the Executive's employment shall
be terminated by reason of his death, the Company shall pay to such person as
the Executive shall have designated in a notice filed with the Company, or if no
such person shall have been designated, to his estate, an amount equal to his
unpaid but accrued and fully earned salary to the date of his death.

      (c) Termination for Cause. If the Executive's employment is terminated for
Cause, the Company shall pay to the Executive an amount equal to his unpaid but
accrued and fully earned salary to the Termination Date.

      (d) Termination without Cause. If the Executive's employment is terminated
without Cause whether at a Renewal Date or during any term, the Executive shall
receive six months Severance Pay from the Termination Date if within two years
from the date of this Agreement. If Termination Date is more than two years
after the date of this Agreement the Executive shall receive three months
Severance Pay from the Termination Date. Severance Pay shall be calculated from
the Termination Date without regard to the Renewal Date and in lieu of any
remaining regular compensation otherwise payable for an unexpired term.

      (e) No Other Benefits. Nothing contained in this Section 5 shall be
construed as entitling the Executive to receive, from and after the termination
of his employment with the Company, any of the benefits which the Executive
would otherwise be entitled to receive under Section 3 hereof, other than the
right to receive payments in respect of salary and/or severance compensation, if
applicable, as provided for in this Section 5.

      6. Confidentiality. As a condition to his employment hereunder, the
Executive has executed and delivered a letter in the form of Exhibit A attached
hereto.

      7. Notices. Any notice required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given when mailed
via certified mail, return receipt requested, addressed, if to the Executive, at
his address set forth at the foot of this Agreement and if to the Company, at
its address set forth at the foot of this Agreement, attention: John S. Kirk,
Secretary, or to such other address as either party hereto shall notify the
other in writing in the manner prescribed in this Section 7. Notices may also be
accomplished by delivery in person with receipt to the applicable individual
recipient indicated above.


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      8. Prior Agreements. This Agreement and the exhibits attached hereto shall
cancel and supersede any and all prior agreements and undertakings between the
parties hereto, whether oral or written, respecting the employment of the
Executive by the Company, except for stock options and other existing employee
benefits which have been previously awarded to or earned by the Executive.

      9. Assignability and Binding Effect. This Agreement shall inure to the
benefit of and shall be binding upon the heirs, executors, administrators and
legal representatives of the Executive, and shall inure to the benefit of and be
binding upon the Company and its successors and assigns, but the Executive may
not assign any of his obligations hereunder.

      10. Complete Understanding. This Agreement, and the exhibits attached
hereto, constitute the complete understanding between the parties hereto with
respect to the employment of the Executive hereunder, and no statement,
representation, warranty or covenant has been made by either party with respect
hereto and thereto except as expressly set forth herein and therein. This
Agreement shall not be altered, modified, amended or terminated except by
written instrument signed by each of the parties hereto.

      11. Severability. If any provision of this Agreement or any part hereof is
invalid, unlawful or incapable of being enforce by reason of any rule of law or
public policy, all other conditions and provisions of this Agreement which can
be given effect without such invalid, unlawful or unenforceable provision shall,
nevertheless, remain in full force and effect.

      12. Warranty. The Executive represents and warrants that he is not a party
to any agreement, contract or understanding, whether relating to employment or
otherwise, which would in any way restrict or prohibit him from undertaking or
performing his obligations in accordance with the terms and conditions of this
Agreement.

      13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Iowa.

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

CE SOFTWARE, INC.                         CHRISTIAN F. GURNEY
1801 Industrial Circle                    4622 - 96th St.
West Des Moines, IA  50265                Des Moines, IA  50322

by _________________________________      ______________________________________
   Curtis W. Lack, Secretary & Treasurer


CE SOFTWARE HOLDINGS, INC.
1801 Industrial Circle
West Des Moines, IA 50265

by _________________________________
   John S. Kirk, Secretary & Treasurer


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                                    Exhibit A
                            Confidentiality Agreement

CONFIDENTIALITY AGREEMENT (the "Agreement") dated this July 11, 1997, by and
between CE SOFTWARE HOLDINGS, INC. (the "Company") and CHRISTIAN F. GURNEY
("Gurney").

Gurney agrees that during the term of this Agreement and for a period of three
years following the Termination Date, he:

a) Will use Company confidential information only within the scope of his duties
as an employee of the Company.

b) Will not disclosed confidential information to third parties not authorized
to receive it and then only in the best interest of the Company.

c) Will consider all specific software, algorithms, source code, computer
processing systems, products and techniques with which he becomes familiar as an
employee of Company to be confidential and the exclusive property of Company
which will not be converted or disclosed to anyone for any purpose whatsoever
except as approved by the Board of Directors. All records, files, memoranda,
reports, price lists, customer lists, drawings, plans, documents, equipment, and
the like, relating to the business of Company, which he shall use or prepare or
come into contact with, shall remain the sole property of Company.

For purposes of this Exhibit, confidential information of the Company shall
include the confidential information of the company, it's parent, CESH, and any
affiliated companies, whether such information has been learned by Gurney during
the term of this Agreement or during the period of employment by Gurney with the
Company prior to this Agreement.

CE SOFTWARE, INC.                         CHRISTIAN F. GURNEY
1801 Industrial Circle                    4622 - 96th St.
West Des Moines, IA  50265                Des Moines, IA  50322


by _________________________________      ______________________________________
   Curtis W. Lack, Secretary & Treasurer


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                                    Exhibit B
                            Stock Purchase Agreement

STOCK PURCHASE AGREEMENT (the "Agreement") dated this July 11, 1997, by and
between CE SOFTWARE HOLDINGS, INC. (the "Company") and CHRISTIAN F. GURNEY
("Gurney").

                                   WITNESSETH:

WHEREAS, the Company wishes to sell, issue and transfer, and Gurney wishes to
purchase and acquire, for an aggregate consideration of $49,968.75, twenty
thousand five hundred shares (20,500 shares) (the "Executive Shares") of the
Company's Common Stock, par value $.10 per share (the "Common Stock"), subject
to and upon the terms and conditions hereinafter set forth:

NOW, THEREFORE, in consideration of the premises and the mutually dependent
covenants and agreements herein contained, the parties hereto agree as follows:

1. The Company hereby sells, issues, transfers and delivers to Gurney the
Executive Shares against the simultaneous execution and delivery by Gurney to
the Company of the number of Executive Shares times $.10 in cash, representing
the par value of said shares, and a Promissory Note payable to the Company in
the amount of the product of the number of shares time the closing price of the
Common Stock as of the date of this Agreement in the form attached hereto and
made a part hereof (the "Purchase Note") as full payment thereof, all subject to
the terms and conditions hereof.

      2. A. The parties acknowledge that this Agreement and the transactions
contemplated hereby are entered into in consideration of the employment of
Gurney by CE Software, Inc., the wholly owned operating subsidiary of the
Company, as its President, and of his duties as set forth in an Employment
Agreement executed contemporaneously with this Agreement. The parties further
acknowledge and agree that pursuant to the Company's National Market System
listing contract with the National Association of Securities Dealers Automated
Quotation System, this issuance of securities must be approved by the
shareholders of the Company. Therefore, the issuance of shares hereunder will in
all respects by subject to approval of the shareholders, which will be sought at
the next annual meeting or such earlier meeting as may otherwise be held, and if
such approval is not gained, the Company will repurchase the shares as if Gurney
were terminating his employment on that date.

      B. The Company represents that the Executive Shares being issued,
transferred and delivered hereunder are a portion of the Company's authorized
and unissued Common Stock, that this transaction has been duly authorized and
approved by all requisite corporate action, and that the Executive Shares will
upon receipt by the Company of the cash payment and Purchase Note referenced
herein be under Delaware law deemed to be fully paid and non-assessable.

      C. Gurney represents that he is purchasing and acquiring the Executive
Shares for his own account (and not for the account of any other person) for
investment purposes only and not for the purposes of resale.


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      D. Gurney represents that he is experienced in evaluating and making
investments of the type contemplated by this Agreement and is financially able
to bear the risks of such investment. Gurney is aware that the Company is
issuing and selling the Executive Shares in reliance upon the exemption from
registration provided in Section 4 (2) of the Securities Act of 1933, as amended
(the "1933 Act") and is relying on these representations, and agrees that the
Executive Shares may only be transferred if registered under the 1933 Act or
pursuant to an exemption therefrom. Gurney understands that Rule 144 promulgated
under the 1933 Act is not generally available with respect to the Executive
Shares until one year after the Company has received payment in full for the
shares, and that compliance with an applicable exemption under the 1933 Act may
be required for a sale or other disposition of the Executive Shares that are not
registered under the 1933 Act. Gurney agrees to the placement of the following
legend on certificates representing the Executive Shares:

THIS CERTIFICATE AND THE SHARES REPRESENTED THEREBY HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES AT OF 1933, AS AMENDED, AND ARE BEING HELD SUBJECT TO THE
TERMS AND CONDITIONS OF A CERTAIN STOCK PURCHASE AGREEMENT DATED JULY 11, 1997,
A COPY OF WHICH MAY BE EXAMINED AT THE OFFICES OF CE SOFTWARE HOLDINGS, INC.
WITH ITS PRINCIPAL OFFICE LOCATED AT 1801 INDUSTRIAL CIRCLE, WEST DES MOINES, IA
50265. SUCH SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE PLEDGED,
HYPOTHECATED OR TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT OF
1933, THE RULES AND REGULATIONS THEREUNDER AND THE TERMS AND CONDITIONS OF THE
AFORESAID AGREEMENT.

Gurney understands that so long as any legend may remain on the certificates
representing the Executive Shares, the Company may maintain appropriate "stop
transfer" orders with respect to such shares on its books and records and with
those to whom it may delegate registrar and transfer functions. Subject to the
approval of counsel for the Company, which approval shall no be unreasonably
withheld, Gurney shall be entitled to replacement certificates without the
legend(s) provided for in this subsection upon receipt by the Company from
Gurney of a favorable opinion from counsel to Gurney, reasonably satisfactory in
form and substance to the Company, that a proposed sale, pledge, exchange,
transfer or other disposition ("Transfer") of the Executive Shares is in
compliance with the 1933 Act and regulations promulgated thereunder, including
Rule 144. Gurney acknowledges that he is an affiliate of the Company and that
the volume restrictions of Rule 144 will continue to apply to any proposed
Transfer as long as he remains an affiliate of the Company, regardless of the
length of time the Executive Shares have been held. The Company agrees that any
stop transfer instructions and legend will be promptly removed upon the Transfer
of the Executive Shares in full compliance with the provisions of this
Agreement, the 1933 Act and applicable regulations.

Gurney further understands that as an officer or director of the Company or CESH
he is subject to Company and CESH restrictions which will affect his ability to
Transfer the Executive Shares.

      3. In order to facilitate the transfer of all or a portion of the
Executive Shares to the Company as collateral security for the payment in full
of the Purchase Note when due, upon


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his receipt thereof, the Executive shall deposit with the Company the
certificates representing the Executive Shares in negotiable form, accompanied
by blank stock powers duly endorsed for transfer and with all necessary stock
transfer stamps (if any) affixed. The Company shall hold such certificates for
and on behalf of Gurney until the Purchase Note shall have been paid in full.
The Company shall upon payment of principal and interest in full release the
certificates and the stock powers to Gurney and the Company shall no longer have
any rights in respect thereof. In the event that the Gurney fails to pay the
entire unpaid principal amount of the Purchase Note and interest thereon when
due, then the Company shall have the right to repurchase from Gurney that number
of Executive Shares which, when multiplied by the initial purchase price per
share, is equal to the unpaid portion of the Purchase Note. The repurchase price
shall be offset against the unpaid balanced due the Company under the Purchase
Note.

4. In the event of a repurchase of the Executive Shares pursuant hereto, Gurney
hereby authorized the Company to complete, date and deliver to itself the stock
powers held by it pursuant to Section 3 above, together with certificates
representing those Executive Shares held on his behalf that are being
repurchased pursuant hereto, in order to effectuate the transactions set forth
in this Section 4, and Gurney shall have no further rights therein or thereto.
The repurchase price shall be offset against the unpaid balance due the Company
under the Purchase Note.

5. Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed to have been given when mailed via certified mail,
return receipt requested, to the recipient at the address noted below, or to
such other address as either party hereto shall notify the other in writing in
the manner prescribed in this Section 5 (a notice to the Company shall be to
Attn: John S. Kirk, Secretary).

6. This Agreement shall inure to the benefit of and shall be binding upon the
heirs, executors, administrators and legal representatives of Gurney, and shall
inure to the benefit of and be binding upon the Company and its successors and
assigns, but Gurney may not assign any of his obligations hereunder.

7. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware.

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

CE SOFTWARE, INC.                         CHRISTIAN F. GURNEY
1801 Industrial Circle                    4622 - 96th St.
West Des Moines, IA  50265                Des Moines, IA  50322


by _________________________________      ______________________________________
   Curtis W. Lack, Secretary & Treasurer


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                          NON-RECOURSE PROMISSORY NOTE

$49,968.75                                                         July 11, 1997

FOR VALUE RECEIVED, CHRISTIAN F. GURNEY ("Borrower"), promises to pay to the
order of CE SOFTWARE HOLDINGS, INC., a Delaware corporation with its principal
office at 1801 Industrial Circle, West Des Moines, IA 50265 ("Lender"), the
principal sum of forty-nine thousand nine hundred sixty-eight and 75/100 dollars
($49,968.75) ("Principal"), which will be due and payable on demand, but no
later than the earlier of the tenth (10th) anniversary of the date hereof or one
year after the Termination Date as set forth in Agreements, as herein after
defined. Interest on the unpaid balance of the Principal shall be payable on the
last day of each quarter of the Lender's fiscal year, commencing September 30,
1997 and shall accrue at the lowest applicable federal rate on each such day as
determined under Section 1274 of the Internal Revenue Code of 1986, as amended,
or any successor provision of such Code.

This Note is the Note referred to in, and is entitled to the benefits of, a
certain Stock Purchase Agreement, dated as of the date hereof, between Borrower
and Lender and a certain Executive Employment Agreement dated as of the date
hereof between and among Borrower, CE Software, Inc. and Lender (the
"Agreements"). Reference is made to the Agreements for additional terms of the
loan of the holder hereof and the right of Lender to repurchase from Borrower
certain shares of Common Stock of Lender which Borrower purchased from Lender on
the date hereof, and provisions requiring that 60% of any cash dividends and
distribution paid on the shares shall be withheld from Borrower and applied to
the Note until the Note is fully paid.

This Note may be prepaid, in whole or in part, at any time or from time to time,
without premium or penalty, subject however to the conditions and limitations
otherwise set forth in the Agreements.

Apart from dividend and distribution withholdings, all payments or prepayments
of principal shall be made by certified or bank check in United States dollars
to Lender at its address hereinbefore set forth, such bank as Lender shall have
previously designated to Borrower, or at the option of the holder, payment shall
be made in such manner and at such place in the United States of America as the
holder shall have designated to Borrower in writing.

Whenever any payment to be made hereunder shall be due on a Saturday, Sunday or
public holiday under the laws of the State of Iowa, such payment may be made on
the next succeeding business day.

Borrower hereby waives presentment, demand for payment (except for any initial
demand), notice of dishonor, protest and notice of protest of this Note.
Borrower agrees to pay all costs for collection when incurred, including
reasonable attorneys' fees. Borrower agrees to perform and comply with each of
the covenants, conditions, provisions and agreements of Borrower contained in
the Agreement and any instrument evidencing or securing the indebtedness
evidenced hereby. In the event that Borrower defaults in the performance of his
obligations and covenants under the provisions and conditions of this Note and
the Agreements, Lender shall be entitled to foreclose upon the collateral for
the entire amount of this Note. No personal recourse against the Borrower shall
be had by Lender. No alteration,


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amendment or waiver of any provision of this Note, the Agreements, or any
agreement or instrument evidencing or providing security for this Note, made by
agreement of the holder hereof and any other person or party, shall constitute a
waiver of any other term hereof, or otherwise release or discharge the liability
of Borrower under this Note.

This Note is governed by and is to be construed in accordance with the laws of
the State of Delaware.


                                        ________________________________________
                                        CHRISTIAN F. GURNEY


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