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                                                                EXHIBIT 10(b)(2)

                                   SPECIMEN
                             EMPLOYMENT AGREEMENT
                             --------------------
                                   (FORM B)

     THIS EMPLOYMENT AGREEMENT (the "AGREEMENT"), is made and entered into as of
the first day of March, 2000 (the "EFFECTIVE DATE"), by and between Imperial
Sugar Company, a Texas corporation (hereafter "COMPANY") and ___________________
(hereafter "EXECUTIVE"), an individual;

                             W I T N E S S E T H:
                             - - - - - - - - - -

     WHEREAS, Company wishes to continue to secure the services of the Executive
subject to the terms and conditions hereafter set forth; and

     WHEREAS, the Executive is willing to enter into this Agreement upon the
terms and conditions hereafter set forth,

     NOW, THEREFORE, in consideration of the mutual promises and agreements set
forth herein, the parties hereto agree as follows:

     1.  EMPLOYMENT.  During the Employment Period (as defined in Section 4
hereof), the Company shall employ Executive, and Executive shall serve as
_____________________________________________. Executive's principal place of
employment shall be at the corporate offices of the Company in Sugar Land,
Texas.  Executive's principal place of employment shall not be moved more than
25 miles without his consent, although Executive understands and agrees that he
may be required to travel from time to time for business purposes.

     2.  COMPENSATION.  The Company shall pay or cause to be paid to Executive
during the Employment Period an annual base salary for his services under this
Agreement of not less than $_______, payable in installments in accordance with
the Company's normal payroll procedures for its executives.  The Executive's
base salary shall be subject to at least annual review and may be increased (but
not decreased without his consent), depending upon the performance of the
Company and Executive, upon the recommendation of the Company's President and
approved by the Executive Compensation Committee of the Board of Directors of
the Company (hereafter "COMMITTEE").  Nothing contained herein shall preclude
the payment of any bonus or other compensation to Executive.

     3.  DUTIES AND RESPONSIBILITIES OF EXECUTIVE.  During the Employment
Period, Executive shall devote his services full time to the business of the
Company and perform the duties and responsibilities assigned to him by the
Company's President or the Company's Board of Directors ("BOARD OF DIRECTORS" or
"BOARD") to the best of his ability and with reasonable diligence.
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In determining Executive's duties and responsibilities, the Company's President
and Board of Directors shall act in good faith and shall not assign duties and
responsibilities to Executive that are not appropriate or customary with respect
to the position of Executive hereunder. This Section 3 shall not be construed as
preventing Executive from engaging in reasonable volunteer services for
charitable, educational or civic organizations, or from investing his assets in
such form or manner as will not require a material amount of his services in the
operations of the companies or businesses in which such investments are made.

     4.  TERM OF EMPLOYMENT.  Executive's initial term of employment with the
Company under this Agreement shall be for the period from the Effective Date
through February 28, 2001 (the "INITIAL TERM OF EMPLOYMENT").  Thereafter, the
term of employment hereunder shall be automatically extended repetitively for an
additional one (1) year period on March 1, 2001 and each anniversary thereof,
unless Notice of Termination pursuant to Section 7 is given by either the
Company or Executive to the other party at least ninety (90) days prior to the
end of the Initial Term of Employment, or any one-year extension thereof, as
applicable, that the Agreement will not be renewed for a successive one-year
period.  The Company and Executive shall each have the right to give Notice of
Termination at will, with or without cause, at any time subject, however, to the
terms and conditions of this Agreement regarding the rights and duties of the
parties upon termination of employment.  The Initial Term of Employment, and any
one-year extension of employment hereunder, shall each be referred to herein as
a "TERM OF EMPLOYMENT."  The period from the Effective Date through the date of
Executive's termination of employment for whatever reason shall be referred to
herein as the "EMPLOYMENT PERIOD."

     5.  BENEFITS.  Subject to the terms and conditions of this Agreement,
during the Employment Period, Executive shall be entitled to the following:

          (a)  REIMBURSEMENT OF EXPENSES.  The Company shall pay or reimburse
               Executive for all reasonable travel, entertainment (including
               club dues appropriate in the performance of Executive's service
               hereunder) and other reasonable expenses paid or incurred by
               Executive in performing his duties hereunder.  The Company shall
               also provide Executive with suitable office space, including
               secretarial and staff support.

          (b)  OTHER BENEFITS.  Executive shall be entitled to participate and
               shall be included in any pension, profit-sharing, stock option,
               deferred compensation, or similar plan or program of the Company
               to the extent that he is eligible under the provisions thereof.
               Executive shall also be entitled to participate in any group
               insurance, hospitalization, medical, health and accident,
               disability or similar plan or program of the Company to the
               extent that he is eligible under the provisions thereof.

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          (c)  PAID VACATION.  Executive shall be entitled to the number of days
               of paid vacation each year that is accorded under the Company's
               vacation policy for senior officers in the Office of the
               President of the Company, but not less than four weeks of paid
               vacation.  The number of days of paid vacation may be increased
               by the Company's President or Board of Directors at any time
               during the Employment Period.

          (d)  ANNUAL PHYSICAL. Each year the Company shall pay for a complete
               physical examination of Executive at the Sid Richardson Institute
               in Houston, Texas, or any comparable facility designated by the
               Company's President.

     6.  RIGHTS AND PAYMENTS UPON TERMINATION.  The Executive's right to
compensation and benefits for periods after the date on which his employment
with the Company terminates for whatever reason (the "TERMINATION DATE") shall
be determined in accordance with this Section 6:

          (a)  MINIMUM PAYMENTS.  Executive shall be entitled to the following
               payments, in addition to any payments or benefits to which the
               Executive is entitled under the terms of any employee benefit
               plan or the following provisions of this Section 6:

               (i)  his unpaid salary for the full month in which his
                    Termination Date occurred; provided, however, if Executive
                    is terminated for Cause (as defined in Section 6(b)), he
                    shall only be entitled to receive his accrued but unpaid
                    salary through his Termination Date; and

               (ii) his accrued but unpaid vacation pay for the period ending on
                    his Termination Date.

               Such salary and accrued vacation shall be paid to Executive
               within five (5) business days following the Termination Date.


          (b)  CHANGE IN CONTROL PAYMENT.

               (1)  Notwithstanding any other provision of this Agreement to the
                    contrary, in the event that Executive's employment is
                    terminated within three (3) years following a Change in
                    Control (as defined in Section 6(d)) either (A) by the
                    Company other than for a "Non-Severance Event" (as defined
                    in Section 6(d)), (B) by the Company due to non-renewal
                    pursuant to Section 4 for any one-year renewal period at any
                    time, or (C) by the Executive for Good Reason (as

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                    defined in Section 6(d)), then Executive shall be entitled
                    to receive, and the Company shall be obligated to pay to
                    Executive as additional pay (the "CHANGE IN CONTROL
                    PAYMENT"), the product that is equal to three (3) multiplied
                    by the sum of (x) which is Executive's annual base salary in
                    effect immediately prior to his Termination Date and (y)
                    which is the larger of either (i) or (ii), where (i) is
                    Executive's targeted annual bonus in the year containing his
                    Termination Date, such bonus amount to be calculated on the
                    basis that any performance factors have been achieved, which
                    shall be deemed to be one hundred percent (100%) unless the
                    performance actually achieved is greater than 100% in which
                    case the actual performance level shall be utilized, and
                    (ii) which is the highest amount of bonus(es) that Executive
                    earned for any of the three (3) separate calendar years that
                    immediately preceded the calendar year containing his
                    Termination Date. Bonuses for purposes of these computations
                    shall include any non-cash bonus such as shares of
                    restricted stock. The Company shall pay the Change in
                    Control Payment to Executive in a cash lump sum not later
                    than ten (10) business days following the Termination Date.
                    Moreover, such payment shall be in addition to, and shall
                    not reduce or offset, any other payments that are due to
                    Executive from the Company or from any other source.

               (2)  The provisions of this Section 6(b) shall supersede any
                    conflicting provisions of this Agreement but shall not be
                    construed to curtail, offset or limit Executive's rights to
                    any other payments, whether contingent upon a Change in
                    Control or otherwise, under the Agreement or any other
                    agreement, contract, plan or other source of payment.

          (c)  OTHER TERMINATION PAYMENTS.

               (1)  This Section 6(c) shall apply to the extent that Executive
                    is not entitled to receive the Change in Control Payment
                    pursuant to Section 6(d) (above) for whatever reason.  In
                    the event that (A) Executive's employment is terminated by
                    the Company for any reason other than a "Non-Severance
                    Event" (as defined in Section 6(b)), (B) the Company does
                    not renew the Agreement pursuant to Section 4 for any one-
                    year renewal period at any time, or (C) Executive terminates
                    his own employment hereunder for "Good Reason" (as defined
                    below), then in any such event, the Company shall pay to
                    Executive as additional pay ("ADDITIONAL PAY"), the product
                    equal to two (2)

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                    multiplied by Executive's annual base salary in effect
                    immediately prior to his Termination Date. The Company shall
                    pay the Additional Pay to Executive in a cash lump sum not
                    later than thirty (30) calendar days following the
                    Termination Date.

               (2)  Notwithstanding any provision of this Section 6(c) to the
                    contrary, the Executive must first execute an appropriate
                    release agreement whereby he agrees to release and waive, in
                    return for the Additional Pay described in Section 6(c)(1)
                    only, any claims that he may have against the Company for
                    (A) unlawful discrimination (including, without limitation,
                    age discrimination) and (B) termination pay under any
                    severance pay plan or program maintained by the Company that
                    covers Executive; provided, however, such release shall not
                    release any claims by Executive for payments due under this
                    Agreement, including, without limitation, any Change in
                    Control payment described in Section 6(d), without
                    Executive's express written consent.  Executive shall not be
                    required to mitigate any payments due under this Section
                    6(c) or any other provision of this Agreement.

          (d)  DEFINITIONS.

               (1)  "NON-SEVERANCE EVENT" means termination of Executive for
                    "Cause" (as defined below), or due to his death or
                    Disability (as defined below).

               (2)  "CAUSE" means a termination of Executive's employment
                    directly resulting from (a) an act of dishonesty on the part
                    of Executive constituting a felony which has a direct and
                    adverse effect on the Company, (b) a breach by the Executive
                    of any of the provisions of Sections 11, 12, 13 or 14, if
                    such breach has a material adverse effect on the Company, or
                    (c) the willful, material and repeated nonperformance of
                    Executive's duties to the Company (other than by reason of
                    Executive's illness, incapacity or Disability) after written
                    notice from the Board of such nonperformance (which notice
                    specifically identifies the manner and sets forth specific
                    facts, circumstances and examples in which the Board
                    believes that Executive has not substantially performed his
                    duties) and his continued willful, material and repeated
                    nonperformance of such duties for at least thirty (30) days
                    after his receipt of such notice; and, for purposes of this
                    clause (c), no act or failure to act on Executive's part
                    shall be deemed "willful" unless done, or omitted to be
                    done, by

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                    Executive not in good faith and without reasonable belief
                    that his action or omission was in the best interest of the
                    Company (assuming the disclosure of the pertinent facts, any
                    action or omission by Executive after consultation with, and
                    in accordance with the advice of, legal counsel reasonably
                    acceptable to the Company shall be deemed to have been taken
                    in good faith and to not be willful under this Agreement).

                    Notwithstanding the foregoing, in any event before or after
                    a Change in Control, Executive shall not be deemed to have
                    been terminated for Cause unless and until there has been
                    delivered to him a copy of a resolution duly adopted by the
                    Board at a meeting of the Board called and held for such
                    purpose (after reasonable notice to Executive and an
                    opportunity for Executive, together with his counsel, to be
                    heard before the Board), finding that, in the good faith
                    opinion of the Board, Executive was guilty of conduct set
                    forth above and specifying the particulars thereof in
                    reasonable detail.

               (3)  A "CHANGE IN CONTROL" of the Company means the occurrence of
                    any one or more of the following events:

                         (a) The acquisition by any individual, entity or group
                    (within the meaning of Section 13(d)(3) or 14(d)(2) of the
                    Exchange Act (a "PERSON")) of beneficial ownership (within
                    the meaning of Rule 13d-3 promulgated under the Exchange
                    Act) of forty percent (40%) or more of either (i) the then
                    outstanding shares of common stock of the Company (the
                    "OUTSTANDING COMPANY STOCK") or (ii) the combined voting
                    power of the then outstanding voting securities of the
                    Company entitled to vote generally in the election of
                    directors (the "OUTSTANDING COMPANY VOTING SECURITIES");
                    provided, however, that the following acquisitions shall not
                    constitute a Change in Control: (i) any acquisition directly
                    from the Company or any Subsidiary (as defined in Section
                    424(f) of the Code), (ii) any acquisition by the Company or
                    any Subsidiary or by any employee benefit plan (or related
                    trust) sponsored or maintained by the Company or any
                    Subsidiary, or (iii) any acquisition by any corporation
                    pursuant to a reorganization, merger, consolidation or
                    similar business combination involving the Company (a
                    "MERGER"), if, following such Merger, the conditions
                    described in clauses (i) and (ii) of paragraph (c) (below)
                    are satisfied;

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                         (b) Individuals who, as of the Effective Date,
                    constitute the Board of Directors of the Company (the
                    "INCUMBENT BOARD") cease for any reason to constitute at
                    least a majority of the Board; provided, however, that any
                    individual becoming a director subsequent to the Effective
                    Date whose election, or nomination for election by the
                    Company's shareholders, was approved by a vote of at least a
                    majority of the directors then comprising the Incumbent
                    Board shall be considered as though such individual were a
                    member of the Incumbent Board, but excluding, for this
                    purpose, any such individual whose initial assumption of
                    office occurs as a result of either an actual or threatened
                    election contest (as such terms are used in Rule 14a-11 of
                    Regulation 14A promulgated under the Exchange Act) or other
                    actual or threatened solicitation of proxies or consents by
                    or on behalf of a Person other than the Board;

                         (c) Approval by the shareholders of the Company of a
                    Merger, unless immediately following such Merger, (i)
                    substantially all of the holders of the Outstanding Company
                    Voting Securities immediately prior to Merger beneficially
                    own, directly or indirectly, more than 50% of the common
                    stock of the corporation resulting from such Merger in
                    substantially the same proportions as their ownership of
                    Outstanding Company Voting Securities immediately prior to
                    such Merger and (ii) at least a majority of the members of
                    the board of directors of the corporation resulting from
                    such Merger were members of the Incumbent Board at the time
                    of the execution of the initial agreement providing for such
                    Merger;

                         (d) The sale or other disposition of all or
                    substantially all of the assets of the Company, unless
                    immediately following such sale or other disposition, (i)
                    substantially all of the holders of the Outstanding Company
                    Voting Securities immediately prior to the consummation of
                    such sale or other disposition beneficially own, directly or
                    indirectly, more than 50% of the common stock of the
                    corporation acquiring such assets in substantially the same
                    proportions as their ownership of Outstanding Company Voting
                    Securities immediately prior to the consummation of such
                    sale or disposition, and (ii) at least a majority of the
                    members of the board of directors of such corporation were
                    members of the Incumbent Board at the time of execution of
                    the initial agreement or action of the Board providing for
                    such sale or other disposition of assets of the Company; or

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                         (e) Any other event that a majority of the Board, in
                    its sole discretion, determines to constitute a Change in
                    Control hereunder.

               (4)  "CODE" means the Internal Revenue Code of 1986, as amended,
                    or its successor.  References herein to any Section of the
                    Code shall include any "Successor Provisions" as defined in
                    Section 9(e).

               (5)  "DISABILITY" shall mean a "permanent and total disability"
                    as defined in Section 22(e)(3) of the Code and Treasury
                    regulations thereunder.  Evidence of such Disability shall
                    be certified by a physician acceptable to both the Company
                    and Executive.  In the event that the parties are not able
                    to agree on the choice of a physician, each shall select a
                    physician who, in turn, shall select a third physician to
                    render such certification.  All costs relating to the
                    determination of whether Executive has incurred a Disability
                    shall be paid by the Company.  Executive agrees to submit to
                    any examination that is reasonably required by the
                    physician.

               (6)  "GOOD REASON" means the occurrence of any of the following
                    events without Executive's express written consent:

                    (A)  A reduction in Executive's base salary;

                    (B)  Any material breach by the Company or its successor of
                         any provision of this Agreement; or

                    (C)  After a Change in Control (as defined above), any of
                         the following additional events:

                         (i)  the failure by the Company or its successor to
                              expressly assume and agree to continue and perform
                              this Agreement in the same manner and to the same
                              extent that the Company would be required to
                              perform if such Change in Control had not
                              occurred;

                         (ii) a relocation of more than twenty-five (25) miles
                              of Executive's principal office from the location
                              of such office immediately prior to the Change in
                              Control date;

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                         (iii)a substantial increase in the business travel
                              required of Executive by the Company or its
                              successor;

                         (iv) the Company or its successor fails to continue in
                              effect any pension plan, life insurance plan,
                              health-and-accident plan, 401(k) plan, employee
                              stock ownership plan, disability plan or executive
                              incentive compensation plan in which Executive was
                              participating at the time of the Change in Control
                              (or plans providing Executive with substantially
                              equal and similar benefits), or the taking of any
                              action by the Company or its successor which would
                              adversely affect Executive's participation in or
                              materially reduce his benefits under any such
                              plan, or deprive him of any material fringe
                              benefit enjoyed by him immediately prior to the
                              Change in Control; or

                         (v)  a substantial and adverse change in the
                              Executive's duties, control, authority, status or
                              position, or the assignment to the Executive of
                              any duties or responsibilities which are
                              materially inconsistent with such status or
                              position, or a material reduction in the duties
                              and responsibilities previously exercised by the
                              Executive, or a loss of title, loss of office,
                              loss of significant authority, power or control,
                              or any removal of Executive from, or any failure
                              to reappoint or reelect him to, such positions,
                              except in connection with the termination of his
                              employment for Cause, Disability or death.

     7.  NOTICE OF TERMINATION.  Any termination by the Company or the Executive
shall be communicated by Notice of Termination to the other party hereto.  For
purposes of this Agreement, the term "NOTICE OF TERMINATION" means a written
notice which indicates the specific termination provision of this Agreement
relied upon and sets forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive's employment under
the provision so indicated.

     8.  NO MITIGATION REQUIRED.  Executive shall not be required to mitigate
the amount of any payment provided for under this Agreement by seeking other
employment or in any other manner.

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     9.  CHANGE IN CONTROL:  REQUIREMENT OF BONUS PAYMENT IN CERTAIN
         CIRCUMSTANCES.

          (a) In the event that Executive is deemed to have received an "excess
     parachute payment" (as defined in Section 280G(b) of the Code) which is
     subject to the excise taxes (the "EXCISE TAXES") imposed by Section 4999 of
     the Code in respect of any payment pursuant to this Agreement, the Salary
     Continuation Agreement, the Severance Pay Agreement, or any other
     agreement, plan, instrument or obligation, in whatever form, the Company
     shall make the Bonus Payment (defined below) to Executive notwithstanding
     any contrary provision in this Agreement, the Salary Continuation
     Agreement, Severance Pay Agreement, or any other agreement, plan,
     instrument or obligation.

          (b) The term "BONUS PAYMENT" means a cash payment in an amount equal
     to the sum of (i) all Excise Taxes payable by Executive, plus (ii) all
     additional Excise Taxes and federal or state income taxes to the extent
     such taxes are imposed in respect of the Bonus Payment, such that Executive
     shall be in the same after-tax position and shall have received the same
     benefits that he would have received if the Excise Taxes had not been
     imposed.  For purposes of calculating any income taxes attributable to the
     Bonus Payment, Executive shall be deemed for all purposes to be paying
     income taxes at the highest marginal federal income tax rate, taking into
     account any applicable surtaxes and other generally applicable taxes which
     have the effect of increasing the marginal federal income tax rate and, if
     applicable, at the highest marginal state income tax rate, to which the
     Bonus Payment and Executive are subject.  An example of the calculation of
     the Bonus Payment is set forth below.  Assume that the Excise Tax rate is
     20%, the highest federal marginal income tax rate is 40% and Executive is
     not subject to state income taxes.  Further assume that Executive has
     received an excess parachute payment in the amount of $200,000, on which
     $40,000 ($200,000 x 20%) in Excise Taxes are payable.  The amount of the
     required Bonus Payment is thus computed to be $100,000, i.e., the Bonus
     Payment of $100,000, less additional Excise Taxes on the Bonus Payment of
     $20,000 (i.e., 20% x $100,000) and income taxes of $40,000 (i.e., 40% x
     $100,000), yields $40,000, the amount of the Excise Taxes payable in
     respect of the original excess parachute payment.

          (c) Executive agrees to reasonably cooperate with the Company to
     minimize the amount of the excess parachute payments, including, without
     limitation, assisting the Company in establishing that some or all of the
     payments received by Executive that are "contingent on a change", as
     described in Section 280G(b)(2)(A)(i) of the Code, are reasonable
     compensation for personal services actually rendered by Executive before
     the date of such change or to be rendered by Executive on or after the date
     of such change.  In the event that the Company is able to establish that
     the amount of the excess parachute payments is less than originally
     anticipated by Executive, Executive shall refund to the Company any excess
     Bonus Payment to the extent not required to pay Excise Taxes or income
     taxes

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     (including those incurred in respect of receipt of the Bonus Payment).
     Notwithstanding the foregoing, Executive shall not be required to take any
     action which his attorney or tax advisor advises him in writing (i) is
     improper or (ii) exposes Executive to personal liability. Executive may
     require the Company to deliver to Executive an indemnification agreement in
     form and substance reasonably satisfactory to Executive as a condition to
     taking any action required by this subsection (c).

          (d) The Company shall make any payment required to be made under this
     Section 9 in a cash lump sum after the date on which Executive received or
     is deemed to have received any such excess parachute payment.  Any payment
     required to be paid by the Company under this Section 9 which is not paid
     within 30 days of receipt by the Company of Executive's written demand
     therefor shall thereafter be deemed delinquent, and the Company shall pay
     to Executive immediately upon demand interest at the highest nonusurious
     rate per annum allowed by applicable law from the date such payment becomes
     delinquent to the date of payment of such delinquent sum with interest.

          (e) In the event that there is any change to the Code which results in
     the recodification of Section 280G or Section 4999 of the Code, or in the
     event that either such section of the Code is amended, replaced or
     supplemented by other provisions of the Code of similar import ("SUCCESSOR
     PROVISIONS"), then this Agreement shall be applied and enforced with
     respect to such new Code provisions in a manner consistent with the intent
     of the parties as expressed herein, which is to assure that Employee is in
     the same after-tax position and has received the same benefits that he
     would have been in and received if any taxes imposed by Section 4999 (or
     any Successor Provisions) had not been imposed.

          (f) All determinations required to be made under this Section 9
     including, without limitation, whether and when a Bonus Payment is
     required, and the amount of such Bonus Payment and the assumptions to be
     utilized in arriving at such determinations, unless otherwise expressly set
     forth in this Agreement, shall be made within 30 days from the Change in
     Control Date by the independent tax consultant(s) selected by the Company
     and reasonably acceptable to Executive ("TAX CONSULTANT").  The Tax
     Consultant must be a qualified tax attorney or certified public accountant.
     All fees and expenses of the Tax Consultant shall be paid in full by the
     Company.  Any Excise Taxes as determined pursuant to this Section 9 shall
     be paid by the Company to the Internal Revenue Service or any other
     appropriate taxing authority on Executive's behalf within five (5) business
     days after receipt of the Tax Consultant's final determination to Company
     and Executive.

          (g) If the Tax Consultant determines that there is substantial
     authority (within the meaning of Section 6662 of the Code) that no Excise
     Taxes are payable by Executive, the Tax Consultant shall furnish Executive
     with a written opinion that failure to disclose or report the Excise Taxes
     on Executive's federal income tax return will not constitute a

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     substantial understatement of tax or be reasonably likely to result in the
     imposition of a negligence or any other penalty.

          (h) The Company shall indemnify and hold harmless the Executive, on an
     after-tax basis, from any costs, expenses, penalties, fines, interest or
     other liabilities ("LOSSES") incurred by Executive with respect to the
     exercise by the Company of any of its rights under this Section 9,
     including, without limitation, any Losses related to the Company's decision
     to contest a claim of any imputed income to Executive.  The Company shall
     pay all fees and expenses incurred under this Section 9, and shall promptly
     reimburse Executive for the reasonable expenses incurred by Executive in
     connection with any actions taken by the Company or required to be taken by
     Executive hereunder.  Any payments owing to Executive and not made within
     30 days of delivery to the Company of evidence of Executive's entitlement
     thereto shall be paid to Executive together with interest at the maximum
     nonusurious rate permitted by law.

     10.  POST-EMPLOYMENT MEDICAL BENEFITS.  If Executive's employment with the
Company is terminated for any reason except Cause (as defined in Section 6(b))
after Executive has completed at least five (5) complete years of service with
the Company or its predecessors (including, for this purpose, prior service with
any corporation acquired by or merged into the Company), then the Company shall
provide post-employment medical coverage in accordance with the terms and
conditions of this Section 10 for a period of two years.  The Company shall
continue to cover Executive and his spouse (hereinafter referred to as "SPOUSE")
and his eligible dependent children, if any, from the date of Executive's
termination of employment with the Company, under the group health care plan
maintained by the Company to provide major medical insurance coverage for
employees and their dependents (such group medical plan or its successor(s)
shall be hereinafter referred to as the "HEALTH CARE PLAN").  The coverage of
Executive and his Spouse under the Health Care Plan shall continue for each of
their lives without interruption, but such coverage of his eligible dependent
children shall continue only for such time period that they otherwise qualify
for dependent coverage under the terms of the Health Care Plan.  In the event of
any change to the Health Care Plan following the Termination Date, Executive,
his Spouse and dependents shall be treated consistently with the then-current
senior officers of the Company (or its successor) with respect to the terms and
conditions of coverage and other substantive provisions of the Health Care Plan.
The provisions of this Section 10 shall be effective regardless of the reason
for Executive's termination of employment with the Company except for Cause.

     The continuation coverage under the Health Care Plan provided to Executive
and his Spouse pursuant to this Agreement shall continue and remain in full
force and effect until the later of (a) Executive's date of death or (b) his
Spouse's date of death.  Executive and his Spouse hereby agree and consent to
acquire and maintain any and all coverage that either or both of them are
entitled to at any time during their lives under the Medicare program or any
similar or succeeding plan or program that is maintained by the United States
Government or any agency thereof (hereinafter

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referred to as "MEDICARE"). The coverage described in the immediately preceding
sentence includes, without limitation, parts A and B of Medicare and any
additional or successor parts of Medicare. Executive and his Spouse further
agree and consent to pay all required premiums and other costs for Medicare
coverage from their personal funds.

     If Executive or Spouse are covered under Medicare, the "retiree" coverage
provided under the Health Care Plan to such person shall be secondary payor to
Medicare to the full extent permitted by law.  In addition, if Executive or his
Spouse or other dependents should become covered under another major medical
plan maintained by another employer or other entity, such coverage shall be
primary payor to the coverage provided pursuant to this Section 10 to the full
extent permitted by law.

     Executive, on behalf of himself and his Spouse and other dependents, if
any, shall be required to pay premiums for their coverage under the Health Care
Plan at the rates, if any, charged by the Company to active employees who are
senior officers of the Company (or its successor) at the time the premium is
charged.  The Company shall not be responsible for the payment of any income or
other taxes which may be imposed on Executive, or on his Spouse or dependents,
as the result of receiving continuation coverage under the Health Care Plan
pursuant to this Section 10.

     11.  CONFLICTS OF INTEREST.  In keeping with his fiduciary duties to
Company, Executive hereby agrees that he shall not become involved in a conflict
of interest, or upon discovery thereof, allow such a conflict to continue at any
time during the Employment Period.  Moreover, Executive agrees that he shall
immediately disclose to the Board of Directors any known facts which might
involve a conflict of interest of which the Board is not aware.

     Executive and Company recognize and acknowledge that it is not possible to
provide an exhaustive list of actions or interests which may constitute a
"conflict of interest." Moreover, Company and Executive recognize there are many
borderline situations.  In some instances, full disclosure of facts by the
Executive to the Board of Directors may be all that is necessary to enable
Company to protect its interests.  In others, if no improper motivation appears
to exist and Company's interests have not demonstrably suffered, prompt
elimination of the outside interest may suffice.  In egregious and material
instances it may be necessary for Company to terminate Executive's employment
for Cause (as defined in Section 6(b)).  The Board of Directors reserves the
right to take such action as, in its good faith judgment, will resolve the
conflict of interest.

     Executive hereby agrees that any interest in, connection with, or benefit
from any outside activities, particularly commercial activities, which interest
might adversely affect the Company or any of its affiliated entities, involves a
possible conflict of interest.  Circumstances in which a conflict of interest on
the part of Executive would or might arise, and which should be reported
immediately to the Board of Directors, include, but are not limited to, any of
the following:

                                       13
<PAGE>

          (a)  Ownership of more than a de minimis interest in any lender,
               supplier, contractor, customer or other entity with which Company
               or any of its affiliated entities does business;

          (b)  Intentional misuse of information, property or facilities to
               which Executive has access in a manner which is demonstrably
               injurious to the interests of Company or any of its affiliated
               entities, including its business, reputation or goodwill; or

          (c)  Materially trading in products or services connected with
               products or services designed or marketed by or for the Company
               or any of its affiliated entities.

     For purposes of this Agreement, "AFFILIATED ENTITY" means any entity which
owns or controls, is owned or controlled by, or is under common ownership or
control with, the Company.

     12.  CONFIDENTIAL INFORMATION.

          (a) CONFIDENTIAL INFORMATION DEFINED.  Executive hereby acknowledges
     that in his senior management position, he will create, acquire and have
     access to confidential information and trade secrets pertaining to the
     business of Company (hereafter "Confidential Information" as defined
     below).  Executive hereby acknowledges that such Confidential Information
     is unique and valuable to Company's business and that Company could suffer
     irreparable injury if Confidential Information was divulged to the public
     or to persons or entities in competition with Company.  Therefore,
     Executive hereby covenants and agrees to keep in strict secrecy and
     confidence, both during and after the Employment Period, any Confidential
     Information.  Executive specifically agrees that he will not at any time
     disclose to others, use, copy or permit to be copied, except in pursuance
     of his duties on behalf of Company or with the prior consent of Company,
     Confidential Information relating to the Company or any of its affiliated
     entities.

          For purposes of this Agreement, "CONFIDENTIAL INFORMATION" shall mean
     and include, without limitation, information related to the business
     affairs, property, methods of operation, future plans, financial
     information, customer or client information, or other data which relates to
     the business or operations of Company or any of its affiliated entities,
     and other information obtained by Executive during the Employment Period
     which concerns the affairs of Company or any of its affiliated entities and
     which Company has requested be held in confidence or could reasonably be
     expected to desire be held in confidence, or the disclosure of which would
     likely be materially embarrassing, detrimental or  disadvantageous to the
     Company or any of its affiliated entities, or its and their directors,
     officers, employees or shareholders.  Confidential Information, however,
     shall not include:

                                       14
<PAGE>

               (i) Information that is at the time of receipt by Executive in
     the public domain or is otherwise generally known in the industry or
     subsequently enters the public domain or becomes generally known in the
     industry through no fault of Executive; or

               (ii) Information that at any time is received in good faith by
     Executive from a third party who was lawfully in possession of the same and
     had the right to disclose the same.

          (b) REQUIRED DISCLOSURE.  In the event that Executive is required by
     law which cannot be waived to disclose any Confidential Information,
     Executive agrees that he will provide prompt notice of such potential
     disclosure to Company so that an appropriate protective order may be sought
     and/or a waiver of compliance with the provisions of this Agreement may be
     granted.  In the event that (i) such protection or other remedy is not
     obtained or (ii) Company waives in writing the compliance by Executive with
     this provision, Executive agrees that he may furnish only that portion of
     the Confidential Information which Executive is advised by written opinion
     of counsel is legally required to be disclosed, and Executive shall
     exercise reasonable effort to obtain assurances that confidential treatment
     will be accorded such Confidential Information.

          (c) DELIVERY OF DOCUMENTS.  Executive further agrees to deliver to
     Company at the termination of his employment, all correspondence,
     memoranda, notes, records, drawings, plans, customer lists or other
     documents, and all copies thereof made, composed or received by Executive,
     solely or jointly with others, and which are in Executive's possession,
     custody or control at such date and which relate in any manner to the past,
     present or anticipated business of Company or any of its affiliated
     entities.

          (d) REMEDIES.  In the event of a breach or threatened breach of any of
     the provisions of this Section 12, Company shall be entitled to an
     injunction ordering the return of all such documents, and any and all
     copies thereof, and restraining Executive from using or disclosing, for his
     benefit or the benefit of others, in whole or in part, any Confidential
     Information, including, but not limited to, the Confidential Information
     which such documents contain, constitute or embody.  Executive further
     agrees that any breach or threatened breach of any of the provisions of
     this Section 12 could cause irreparable injury to Company, for which it
     would have no adequate remedy at law.  Nothing herein shall be construed as
     prohibiting Company from pursuing any other remedies available to it for
     any such breach or threatened breach, including the recovery of damages.

     13.  PROPERTY RIGHTS.  In keeping with his fiduciary duties to Company,
Executive hereby covenants and agrees that during his Employment Period, and for
a period of six (6) months following his Termination Date, Executive shall
promptly disclose in writing to Company any and all information, ideas,
concepts, improvements, discoveries, inventions and other intellectual

                                       15
<PAGE>

properties, whether patentable or not, and whether or not reduced to practice,
which are conceived, developed, made or acquired by Executive, either
individually or jointly with others, and which relate to the business, products
or services of Company or any of its affiliated entities.  In consideration for
his employment hereunder, Executive hereby specifically sells, assigns and
transfers to Company all of his worldwide right, title and interest in and to
all such information, ideas, concepts, improvements, discoveries, inventions and
other intellectual properties.

     If during the Employment Period, Executive creates any original work of
authorship or other property fixed in any tangible medium of expression which
(a) is the subject matter of copyright (including computer programs) and (b)
relates to Company's present or planned business, products, or services, whether
such property is created solely by Executive or jointly with others, such
property shall be deemed a work for hire, with the copyright automatically
vesting in Company.  To the extent that any such writing or other property is
determined not to be a work for hire for whatever reason, Executive hereby
consents and agrees to the unconditional waiver of "moral rights" in such
writing or other property, and to assign to Company all of his right, title and
interest, including copyright, in such writing or other property.

     Executive hereby agrees to (a) exercise reasonable effort to assist Company
or its nominee in the protection of any and all property subject to this Section
13, (b) not to disclose any such property to others without the written consent
of Company or its nominee, except as required by his employment hereunder, and
(c) at the request of Company, to execute such assignments, certificates or
other interests as Company or its nominee may from time to time deem desirable
to evidence, establish, maintain, perfect, protect or enforce its rights, title
or interests in or to any such property.

     14.  AGREEMENT NOT TO COMPETE.  Executive hereby recognizes and
acknowledges that:  (a) in his executive capacity with Company he will be given
knowledge of, and access to, the Confidential Information (as described in
Section 12); (b) in the event that Executive was to enter into competition with
Company, Executive's knowledge of such Confidential Information would be of
invaluable benefit to a competitor of Company, and could cause irreparable harm
to Company's business interests; and (c) Executive's consent and agreement to
enter into the noncompetition provisions and covenants set forth herein is an
integral condition of this Agreement, without which Company would not have
agreed to provide Confidential Information to Executive nor to his compensation,
benefits, and other terms of this Agreement.  Accordingly, in consideration for
his employment, compensation, benefits, access to and entrustment of
Confidential Information, and the goodwill, training and experience provided to
Executive during his Employment Period, Executive hereby covenants, consents and
agrees (regardless of whether or not there has been a Change in Control as
defined in Section 6(b)) that during the Employment Period, and for a period of
one (1) year after his employment is terminated for any reason except (i)
termination by the Company without Cause (as defined in Section 6(b)) or
termination by Executive for Good Reason (as defined in Section 6(b)) or (ii)
termination of employment after expiration of the Term of Employment due to non-
renewal of this Agreement by the Company pursuant to Section 4,

                                       16
<PAGE>

Executive shall not, directly or indirectly, acting alone or in conjunction with
others, for his own account or for the account of others, including, without
limitation, as an officer, director, stockholder, owner, partner, joint
venturer, employee, promoter, consultant, agent, representative, or otherwise:

          (a)  Solicit, canvass, or accept any fees or business from any
               customer of Company for himself or any other person or entity
               engaged in a "Similar Business to Company" (as defined below);

          (b)  Engage or participate in any Similar Business to Company within
               the entire continental United States (referred to herein as the
               "RESTRICTED AREA");

          (c)  Request or advise any service provider, supplier, or customer to
               reduce or cancel any business that it may transact with Company
               or any of its affiliated entities;

          (d)  Solicit, induce, or otherwise attempt to influence any employee
               of the Company or any of its affiliated entities, to terminate
               his or her relationship with the Company or any of its affiliated
               entities; or

          (e)  Make any statement or perform any act intended to advance an
               interest of an existing or prospective competitor of the Company
               or any of its affiliated entities in any way that demonstrably
               injures the reputation, goodwill or any other business interest
               of Company or any of its affiliated entities.

     For purposes of this Agreement, "SIMILAR BUSINESS TO COMPANY" means any
business or other enterprise that is competitive with the current or planned
businesses, products, services or operations of the Company or any of its
affiliated entities at the time of termination of Executive's employment.

     For purposes of clarity and not limitation, the non-compete and other
provisions of this Section 14 shall not apply to Executive if Executive's
employment hereunder is terminated (a) by the Company without Cause (as defined
in Section 6(b)), (b) by the Executive for Good Reason (as defined in Section
6(b)), or (c) after the Term of Employment (as defined in Section 4) has expired
due to non-renewal by the Company.

     Executive hereby agrees that the limitations set forth in this Section 14
on his rights to compete with Company after his termination of employment are
reasonable and necessary for the protection of Company.  In this regard,
Executive specifically agrees that such limitations as to the period of time,
geographic area and types and scopes of restriction on his activities, as
specified above, are reasonable and necessary to protect the goodwill and other
business interests of Company.  However, should the time period, the geographic
area or any other non-competition provision set forth herein be deemed invalid
or unenforceable in any respect, then Executive acknowledges and agrees that, as
set forth in Section 15 hereof, reformation may be made with respect to such
time

                                       17
<PAGE>

period, geographic area or other non-competition provision in order to protect
Company's reasonable business interests to the maximum permissible extent.

     15.  REMEDIES.  In the event of any pending, threatened or actual breach of
any of the covenants or provisions of Section 11, 12, 13 or 14, it is understood
and agreed by Executive that the remedy at law for a breach of any of the
covenants or provisions of these Sections may be inadequate and, therefore,
Company shall be entitled to a restraining order or injunctive relief from any
court of competent jurisdiction, in addition to any other remedies at law and in
equity.  In the event that Company seeks to obtain a restraining order or
injunctive relief, Executive hereby agrees that Company shall not be required to
post any bond in connection therewith.  Should a court of competent jurisdiction
or an arbitrator (pursuant to Section 25) declare any provision of Section 11,
12, 13 or 14 to be unenforceable due to an unreasonable restriction of duration
or geographical area, or for any other reason, such court or arbitrator is
hereby granted the consent of each of the Executive and Company to reform such
provision and/or to grant the Company any relief, at law or in equity,
reasonably necessary to protect the reasonable business interests of Company or
any of its affiliated entities.  Executive hereby acknowledges and agrees that
all of the covenants and other provisions of Sections 11, 12, 13 and 14 are
reasonable and necessary for the protection of the Company's reasonable business
interests.  Executive hereby agrees that if the Company prevails in any action,
suit or proceeding with respect to any matter arising out of or in connection
with Section 11, 12, 13 or 14, Company shall be entitled to all equitable and
legal remedies, including, but not limited to, injunctive relief and
compensatory damages.

     16.  DEFENSE OF CLAIMS.  Executive agrees that during the Employment Period
and for a period of two (2) years after his Termination Date, upon reasonable
request from the Company, he will cooperate with the Company and its affiliated
entities in the defense of any claims or actions that may be made by or against
the Company or any of its affiliated entities that affect his prior areas of
responsibility, except if Executive's  reasonable interests are adverse to the
Company (or affiliated entity) in such claim or action as determined by
Executive or his counsel.  To the extent travel is required to comply with the
requirements of this Section 16, the Company shall, to the extent possible,
provide Executive with notice at least 10 days prior to the date on which such
travel would be required.  The Company agrees to promptly pay or reimburse
Executive upon demand for all of his reasonable travel and other direct expenses
incurred, or to be reasonably incurred, to comply with his obligations under
this Section 16.

     17.  DETERMINATIONS BY THE COMMITTEE.

          (a) TERMINATION OF EMPLOYMENT.  Prior to a Change in Control (as
     defined in Section 6(b)), any question as to whether and when there has
     been a termination of Executive's employment, and the cause of such
     termination, shall be determined in good faith by the Committee.

                                       18
<PAGE>

          (b) COMPENSATION.  Prior to a Change in Control (as defined in Section
     6(b)), any question regarding salary, bonus and other compensation payable
     to Executive pursuant to this Agreement shall be determined in good faith
     by the Committee.

     18.  WITHHOLDINGS: RIGHT OF OFFSET.  Company may withhold and deduct from
any benefits and payments made or to be made pursuant to this Agreement (a) all
federal, state, local and other taxes as may be required pursuant to any law or
governmental regulation or ruling, (b) all other normal employee deductions made
with respect to Company's employees generally, and (c) any advances made to
Executive and owed to Company.

     19.  NONALIENATION.  The right to receive payments under this Agreement
shall not be subject in any manner to anticipation, alienation, sale, transfer,
assignment, pledge or encumbrance by Executive, his dependents or beneficiaries,
or to any other person who is or may become entitled to receive such payments
hereunder.  The right to receive payments hereunder shall not be subject to or
liable for the debts, contracts, liabilities, engagements or torts of any person
who is or may become entitled to receive such payments, nor may the same be
subject to attachment or seizure by any creditor of such person under any
circumstances, and any such attempted attachment or seizure shall be void and of
no force and effect.

     20.  INCOMPETENT OR MINOR PAYEES.  Should the Board of Directors determine
that any person to whom any payment is payable under this Agreement has been
determined to be legally incompetent or is a minor, any payment due hereunder
may, notwithstanding any other provision of this Agreement to the contrary, be
made in any one or more of the following ways:  (a) directly to such minor or
person; (b) to the legal guardian or other duly appointed personal
representative of the person or estate of such minor or person; or (c) to such
adult or adults as have, in the good faith knowledge of the Board of Directors,
assumed custody and support of such minor or person; and any payment so made
shall constitute full and complete discharge of any liability under this
Agreement in respect to the amount paid.

     21.  INDEMNIFICATION.  The Company shall, to the fullest extent permitted
by law, indemnify and hold harmless the Executive from and against any and all
liability arising from his service as an employee, officer or director of the
Company and its affiliates.  To the fullest extent permitted by law, the Company
shall retain counsel to defend Executive or shall advance legal fees and
expenses to Executive for counsel selected by Executive in connection with any
litigation or proceeding related to service as an employee, officer and director
of the Company or any of its affiliates.  This Section 21 shall not limit in any
way the rights of Executive to any other indemnification from the Company, as a
matter of law, contract or otherwise.

     22.  SEVERABILITY.  It is the desire of the parties hereto that this
Agreement be enforced to the maximum extent permitted by law, and should any
provision contained herein be held unenforceable by a court of competent
jurisdiction or arbitrator (pursuant to Section 25), the parties

                                       19
<PAGE>

hereby agree and consent that such provision shall be reformed to create a valid
and enforceable provision to the maximum extent permitted by law; provided,
however, if such provision cannot be reformed, it shall be deemed ineffective
and deleted herefrom without affecting any other provision of this Agreement.

     23.  TITLE AND HEADINGS; CONSTRUCTION.  Titles and headings to Sections
hereof are for the purpose of reference only and shall in no way limit, define
or otherwise affect the provisions hereof.  Any and all Exhibits referred to in
this Agreement are, by such reference, incorporated herein and made a part
hereof for all purposes.  The words "herein", "hereof", "hereunder" and other
compounds of the word "here" shall refer to the entire Agreement and not to any
particular provision hereof.

     24.  CHOICE OF LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES
OF CONFLICTS OF LAW.

     25.  ARBITRATION.

          (a) ARBITRABLE MATTERS.  If any dispute or controversy arises between
     Executive and the Company as to their respective rights or obligations
     under this Agreement, then either party may submit the dispute or
     controversy to arbitration under the then-current National Employment
     Dispute Resolution Rules of the American Arbitration Association (AAA) (the
     "RULES"); provided, however, the Company shall retain its rights to seek a
     restraining order or injunctive relief pursuant to Section 15.  Any
     arbitration hereunder shall be conducted before a panel of three
     arbitrators unless the parties mutually agree to a single arbitrator.  The
     site for any arbitration hereunder shall be either Harris County or Fort
     Bend County, Texas, unless otherwise mutually agreed by the parties.

          (b) SUBMISSION TO ARBITRATION.  The party submitting any matter to
     arbitration shall do so in accordance with the Rules.  Notice to the other
     party shall state the question or questions to be submitted for decision or
     award by arbitration.  Notwithstanding any provision in this Section 25,
     Executive shall be entitled to seek specific performance of the Executive's
     right to be paid during the pendency of any dispute or controversy arising
     under this Agreement.  In order to prevent irreparable harm, the arbitrator
     may grant temporary or permanent injunctive or other equitable relief for
     the protection of property rights.

          (c) ARBITRATION PROCEDURES.  The arbitrator shall set the date, time
     and place for each hearing, and shall give the parties advance written
     notice in accordance with the Rules.  Any party may be represented by
     counsel or other authorized representative at any hearing.  The arbitration
     shall be governed by the Federal Arbitration Act, 9 U.S.C. (S)(S) 1 et.
     seq. (or its successor).  The arbitrator shall apply the substantive law
     (and the law of remedies, if

                                       20
<PAGE>

     applicable) of the State of Texas to the claims asserted to the extent that
     the arbitrator determines that federal law is not controlling.

          (d)  COMPLIANCE WITH AWARD.

               (i) Any award of an arbitrator shall be final and binding upon
          the parties to such arbitration, and each party shall immediately make
          such changes in its conduct or provide such monetary payment or other
          relief as such award requires.  The parties agree that the award of
          the arbitrator shall be final and binding and shall be subject only to
          the judicial review permitted by the Federal Arbitration Act.

               (ii) The parties hereto agree that the arbitration award may be
          entered with any court having jurisdiction and the award may then be
          enforced as between the parties, without further evidentiary
          proceedings, the same as if entered by the court at the conclusion of
          a judicial proceeding in which no appeal was taken.  The Company and
          the Executive hereby agree that a judgment upon any award rendered by
          an arbitrator may be enforced in other jurisdictions by suit on the
          judgment or in any other manner provided by law.

          (e) COSTS AND EXPENSES.  Each party shall pay any monetary amount
     required by the arbitrator's award, and the fees, costs and expenses for
     its own counsel, witnesses and exhibits, unless otherwise determined by the
     arbitrator in the award.  The compensation and costs and expenses assessed
     by the arbitrator and the AAA shall be paid by the Company, unless
     otherwise determined by the arbitrator in the award such as, for example,
     if the arbitrator determines that Executive's claim was frivolous or not
     brought in good faith.  If court proceedings to stay litigation or compel
     arbitration are necessary, the party who unsuccessfully opposes such
     proceedings shall pay all associated costs, expenses, and attorney's fees
     which are reasonably incurred by the other party as determined by the
     arbitrator.

     26.  BINDING EFFECT: THIRD PARTY BENEFICIARIES.  This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and to their
respective heirs, executors, beneficiaries, personal representatives, successors
and permitted assigns hereunder, but otherwise this Agreement shall not be for
the benefit of any third parties.

     27.  ENTIRE AGREEMENT AND AMENDMENT.  This Agreement contains the entire
agreement of the parties with respect to Executive's employment and the other
matters covered herein; moreover, this Agreement supersedes all prior and
contemporaneous agreements and understandings, oral or written, between the
parties hereto concerning the subject matter hereof.  This Agreement may be
amended, waived or terminated only by a written instrument executed by both
parties hereto.

                                       21
<PAGE>

     28.  SURVIVAL OF CERTAIN PROVISIONS.  Wherever appropriate to the intention
of the parties hereto, the respective rights and obligations of said parties,
including, but not limited to, the rights and obligations set forth in Sections
6 through 17 and 25 hereof, shall survive any termination or expiration of this
Agreement.

     29.  WAIVER OF BREACH.  No waiver by either party hereto of a breach of any
provision of this Agreement by any other party, or of compliance with any
condition or provision of this Agreement to be performed by such other party,
will operate or be construed as a waiver of any subsequent breach by such other
party or any similar or dissimilar provision or condition at the same or any
subsequent time.  The failure of either party hereto to take any action by
reason of any breach will not deprive such party of the right to take action at
any time while such breach continues.

     30.  SUCCESSORS AND ASSIGNS.  This Agreement shall be binding upon and
inure to the benefit of the Company and its affiliated entities, and its and
their successors, and upon any person or entity acquiring, whether by merger,
consolidation, purchase of assets or otherwise, all or substantially all of the
business and/or assets of Company in a Change in Control (as defined in Section
6(b)) or otherwise.  The Company shall  require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place; provided, however, no such assumption shall relieve the Company of its
obligations hereunder.

     This Agreement shall inure to the benefit of and be enforceable by
Executive's personal or legal representative, executors, administrators,
successors, heirs, distributees, devisees and legatees or other Beneficiary. In
the event of the death of Executive while any amount would still be payable
hereunder if such death had not occurred, all such amounts, unless otherwise
specifically provided herein, shall be paid in accordance with the terms of this
Agreement to Executive's Beneficiary. "Beneficiary", for this purpose, shall
mean the person or persons designated by Executive in writing to receive any
benefits payable to Executive hereunder in the event of his death or, if no such
person is so designated, Executive's surviving spouse if any, or, if not, then
Executive's estate. No Beneficiary designation shall be effective unless it is
in writing and received by the Company prior to the date of Executive's death.

     31.  NOTICES.  Notices provided for in this Agreement shall be in writing
and shall be deemed to have been duly received (a) when delivered in person or
sent by facsimile transmission, (b) on the first business day after it is sent
by air express overnight courier service, or (c) on the third business day
following deposit in the United States mail, registered or certified mail,
return receipt requested, postage prepaid and addressed, to the following
address, as applicable:

                                       22
<PAGE>
          (i)  If to Company, addressed to:

               Imperial Sugar Company
               P.O. Box 9
               Sugar Land, Texas 77487-0009
               Attention: President

          (ii) If to Executive, addressed to the address set forth below his
               name on the execution page hereof;

or to such other address as either party may have furnished to the other party
in writing in accordance with this Section 31.

     32.  COUNTERPARTS.  This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all such counterparts shall together constitute one and the same instrument.
Each counterpart may consist of a copy hereof containing multiple signature
pages, each signed by one party hereto, but together signed by both parties.

     33.  EXECUTIVE ACKNOWLEDGMENT.  Executive acknowledges that (a) he is
knowledgeable and sophisticated as to business matters, including the subject
matter of this Agreement, (b) he has read the Agreement, and (c) he understands
its terms and conditions.  Executive represents that he is free to enter into
this Agreement including, without limitation, that he is not subject to any
other contract of employment or covenant not to compete that would conflict with
his duties under this Agreement.

     34.  TERMINATION OF PRIOR EMPLOYMENT AGREEMENT/SURVIVAL OF OTHER
AGREEMENTS. After this Agreement is effective and enforceable upon execution of
this Agreement by the parties hereto, that certain Employment Agreement between
the Company and _______________ dated _________________ shall terminate and be
superseded in all respects by this Agreement. All other agreements or
arrangements between the Executive and Company in effect on the date hereof
shall remain fully effective.


                           [Signature page follows.]

                                       23
<PAGE>

     IN WITNESS WHEREOF, Executive has hereunto set his hand and Company has
caused this Agreement to be executed in its name and on its behalf by its duly
authorized officer, to be effective as of the Effective Date.


WITNESS:                                EXECUTIVE:



Signature: ------------------------     Signature: ---------------------------

Name: -----------------------------     Name: --------------------------------

Date: -----------------------------     Date: --------------------------------

                                        Address for Notices: -----------------

                                                    --------------------------

                                                    --------------------------

                                                    --------------------------






ATTEST:                                 IMPERIAL SUGAR COMPANY:



By: -------------------------------     By: ---------------------------------

Title: ----------------------------     Its: --------------------------------

Name: -----------------------------     Name: -------------------------------

Date: -----------------------------     Date: -------------------------------

                                       24