EMPLOYMENT AGREEMENT


         This  Employment  Agreement  is  entered  into as of April 1, 2000 (the
"Effective  Date"),  by and between  Travelzoo.com  Sales,  Inc.,  a  California
corporation  (the  "Company"),  with  principal  corporate  offices at 800 W. El
Camino Real, Suite 180, Mountain View, CA 94040, and Ralph Bartel,  Ph.D., whose
address is currently  800 High School Way,  Apt.  307,  Mountain  View, CA 94041
("Employee").  The Company and Employee are  collectively  referred to herein as
"the Parties."

         WHEREAS,  the Company  desires to retain  Employee  as Chief  Executive
Officer,  and Employee  desires to perform such service for the Company,  on the
terms and conditions as set forth herein;

         NOW,  THEREFORE,  in consideration of the promises and mutual covenants
herein  contained,  and other good and valuable  consideration,  the receipt and
sufficiency  of which is  hereby  acknowledged,  it is  mutually  agreed  by the
parties as follows:

         1.  Duties and Scope of Employment.

                  (a) Position.  Employee  shall be employed as Chief  Executive
         Officer.

                  (b) Duties.  During the term of Employee's employment with the
         Company,  Employee  shall devote her full time,  skill and attention to
         her  duties  and   responsibilities,   which   Employee  shall  perform
         faithfully, diligently and competently, and Employee shall use her best
         efforts to further the business of the Company.  During the term of the
         Agreement,  Employee  agrees  not  to  actively  engage  in  any  other
         employment,  occupation  or  consulting  activity  for  any  direct  or
         indirect  remuneration  without the prior approval of the Board, except
         that this provision shall not be interpreted to prohibit  Employee from
         involvement in any charitable or community  activity/organization  that
         he is currently involved in and that does not materially interfere with
         her ability to perform her duties under this Agreement.  Employee shall
         be  permitted,  to the extent such  activities  do not  materially  and
         adversely  affect the ability of  Employee to fully  perform her duties
         and  responsibilities  hereunder,  to (i) manage  Employee's  personal,
         financial and legal affairs,  (ii) serve on civic or charitable  boards
         or  committees,  and (iii) with the  consent of the Board of  Directors
         (which consent shall not be unreasonably  withheld),  serve as a member
         of the board of directors of any noncompeting business.

         2.  Nature of Employment.  Employee  agrees not to leave or discontinue
her  employment  with the  Company  during  the first  three  (3)  months of her
employment.  Similarly,  the Company agrees not to terminate Employee during the
first  three (3)  months of  employment  with the  Company,  except for cause as
defined in paragraph 2(b). After the three month period has ended, Employee will
become an "at-will" employee which means that the employment relationship may be
terminated  at any time,  with or  without  cause,  at the  option of either the
Company or Employee, upon two weeks written notice to the other party.

                  (a)  Termination  by Company  without  Cause.  If  Employee is
terminated by the Company without Cause (as defined in paragraph 2(b)) after the
initial  three  months of  employment,  Employee  shall  receive  her salary and
benefits earned through the date of termination.

                  (b)  Termination  for Cause.  If  Employee is  terminated  for
"Cause" as defined herein at any time, Employee will receive only payment of her
salary and  benefits  through  the date of  termination.  For  purposes  of this
Agreement,  "Cause" is  defined  as (i) gross  misconduct  by  Employee  that is
materially injurious to the Company's business;  (ii) the commission by Employee
of a felony;  or (3) the willful  failure or refusal of the Employee,  following
receipt of an explicit  directive from the Company,  to comply with the material
terms of this Agreement.

         3.   Compensation and Fringe Benefits

                  (a) Base  Salary.  Employee  will receive a base salary at the
annualized  rate  of  $192,000.00  (the  "Base  Salary"),  which  shall  be paid
periodically in accordance with normal Company payroll  practices and subject to
the usual and applicable required  withholding.  Employee understands and agrees
that neither her job performance nor promotions,  commendations,  bonuses or the
like  from  the  Company  give  rise to or in any way  serve  as the  basis  for
modification,  amendment,  or extension,  by implication  or otherwise,  of this
Agreement.

                  (b) Productivity  Bonus Plan. In  addition to the Base Salary,
Employee shall participate in the company's  Productivity  Bonus Plan. A copy of
the bonus plan is attached.


<PAGE>

                  (c) Vacation and Holiday Pay. Employee shall receive two weeks
of paid  vacation  per year,  which  accrues  over the  course  of the year.  In
addition, the Company provides eight (8) paid holidays each year, along with two
(2) "floating holidays" which can be used by Employee at any time.

                  (d) Health  Insurance.  The Company  shall pay  Employee up to
$600.00  per month  (upon  submission  of receipts or other proof of payment) as
reimbursement for the costs of Employee's health insurance.

                  (e) Other  Benefits.  Employee will be entitled to participate
in or receive such  benefits  under the  Company's  employee  benefit  plans and
policies and such other  benefits  which may be made available as in effect from
time to time and as are provided to similarly situated employees of the Company,
subject in each case to the  generally  applicable  terms and  conditions of the
plans and policies in question.

         4. Expenses.  The Company will pay or reimburse Employee for reasonable
travel,  entertainment or other expenses incurred by Employee in the furtherance
of or in  connection  with the  performance  of Employee's  duties  hereunder in
accordance with the Company's established policies.

         5. Certain Covenants.

                  (a) Intellectual Property Rights.

                      (i)  Employee  agrees  that the  Company  will be the sole
                  owner of any and all of  Employee's  "Discoveries"  and  "Work
                  Product,"  hereinafter  defined,  made  during the term of her
                  employment  with  the  Company,   whether   pursuant  to  this
                  Agreement  or  otherwise.  For  purposes  of  this  Agreement,
                  "Discoveries" means all inventions, discoveries, improvements,
                  and copyrightable works (including,  without  limitation,  any
                  information  relating  to  the  Company's  software  products,
                  source  code,  know-how,   processes,   designs,   algorithms,
                  computer   programs  and   routines,   formulae,   techniques,
                  developments  or  experimental  work,   work-in-progress,   or
                  business  trade  secrets)  made or  conceived  or  reduced  to
                  practice by Employee  during the term of her employment by the
                  Company,    whether   or   not   potentially   patentable   or
                  copyrightable in the United States or elsewhere.  For purposes
                  of this  Agreement,  "Work  Product"  means  any and all  work
                  product relating to Discoveries.

                      (ii) Employee shall  promptly  disclose to the Company all
                  Discoveries  and  Work  Product.  All  such  disclosures  must
                  include  complete  and  accurate  copies of all  source  code,
                  object code or machine-readable  copies,  documentation,  work
                  notes, flow-charts, diagrams, test data, reports, samples, and
                  other tangible  evidence or results  (collectively,  "Tangible
                  Embodiments")  of  such  Discoveries  or  Work  Product.   All
                  Tangible  Embodiments of any  Discoveries or Work Project will
                  be deemed to have been  assigned to the Company as a result of
                  the act of expressing any Discovery or Work Product therein.

                      (iii) Employee  hereby assigns and agrees to assign to the
                  Company  all of her  interest  in any  country  in any and all
                  Discoveries  and Work Product,  whether such  interest  arises
                  under   patent   law,   copyright   law,   trade-secret   law,
                  semiconductor  chip  protection  law,  or  otherwise.  Without
                  limiting the  generality of the preceding  sentence,  Employee
                  hereby  authorizes the Company to make any desired  changes to
                  any part of any Discovery or Work Product,  to combine it with
                  other  materials  in  any  manner  desired,  and  to  withhold
                  Employee's identity in connection with any distribution or use
                  thereof alone or in  combination  with other  materials.  This
                  assignment   and   assignment   obligation   applies   to  all
                  Discoveries  and  Work  Product   arising  during   Employee's
                  employment  with the  Company (or its  predecessors),  whether
                  pursuant to this Agreement or otherwise.  Employee's agreement
                  to assign  to the  Company  any of her  rights as set forth in
                  this Section  5(a)(iii)  shall not apply to any invention that
                  qualifies fully under the provisions of California  Labor Code
                  Section 2870, where no equipment,  supplies, facility or trade
                  secret  information  of the  Company  was  used  and  that was
                  developed entirely upon Employee's own time, and (i) that does
                  not relate to Company  business or to the Company's  actual or
                  anticipated  research  or  development,  or (ii) that does not
                  result from any work performed by Employee for the Company.

                                        2
<PAGE>

                      (iv)  At  the  request  of  the  Company,  Employee  shall
                  promptly and without additional  compensation  execute any and
                  all patent applications,  copyright registration applications,
                  waivers of moral  rights,  assignments,  or other  instruments
                  that the Company deems  necessary or  appropriate to apply for
                  or  obtain  Letters Patent of the United States or any foreign
                  country,  copyright  registrations or otherwise to protect the
                  Company's  interest in such  Discovery and Work  Product,  the
                  expenses  for  which  will be borne by the  Company.  Employee
                  hereby irrevocably designates and appoints the Company and its
                  duly  authorized   officers  and  agents  as  her  agents  and
                  attorneys-in-fact  to, if the Company is unable for any reason
                  to secure  Employee's  signature  to any lawful and  necessary
                  document  required or  appropriate to apply for or execute any
                  patent application, copyright registration application, waiver
                  of moral rights, or other similar document with respect to any
                  Discovery  and Work Product  (including,  without  limitation,
                  renewals,    extensions,    continuations,    divisions,    or
                  continuations  in part),  (i) act for and in her behalf,  (ii)
                  execute  and file any such  document,  and  (iii) do all other
                  lawfully permitted acts to further the prosecution of the same
                  legal force and effect as if executed by him; this designation
                  and appointment  constitutes an irrevocable  power of attorney
                  coupled with an interest.

                      (v) To the  extent  that  any  Discovery  or Work  Product
                  constitutes  copyrightable  or similar  subject matter that is
                  eligible  to be treated as a "work made for hire" or as having
                  similar  status in the United States or elsewhere,  it will be
                  so deemed.  This provision does not alter or limit  Employee's
                  other obligations to assign intellectual property rights under
                  this Agreement.

                      (vi) The obligations of Employee set forth in this Section
                  5 (including,  without limitation, the assignment obligations)
                  will continue beyond the termination of Employee's  employment
                  with respect to Discoveries and Work Product conceived or made
                  by Employee alone or in concert with others during  Employee's
                  employment  with  the  Company,   whether   pursuant  to  this
                  Agreement or otherwise. Those obligations will be binding upon
                  Employee,   her  assignees  permitted  under  this  Agreement,
                  executors, administrators, and other representatives.

                  (b) Exposure to Proprietary Information.

                      (i) As used in this Agreement,  "Proprietary  Information"
                  means all  information of a business or technical  nature that
                  relates to the  Company  including,  without  limitation,  all
                  information about software products whether currently released
                  or in development, all inventions, discoveries,  improvements,
                  copyrightable work, source code, know-how, processes, designs,
                  algorithms,  computer  programs  and  routines,  formulae  and
                  techniques,  and any information regarding the business of any
                  customer or  supplier of the Company or any other  information
                  that  the   Company   is   required   to  keep   confidential.
                  Notwithstanding the preceding sentence,  the term "Proprietary
                  Information"  does not include  information that is or becomes
                  publicly   available   through  no  fault  of   Employee,   or
                  information that Employee learned prior to the Effective Date.

                      (ii)  In   recognition   of  the  special  nature  of  her
                  employment under this Agreement, including  her special access
                  to the Proprietary  Information,  and in  consideration of her
                  employment pursuant to this Agreement,  Employee agrees to the
                  covenants  and  restrictions  set  forth in  Section 5 of this
                  Agreement.

                  (c) Use of Proprietary Information; Restrictive Covenants.

                      (i) Employee acknowledges that the Proprietary Information
                  constitutes  a protectible  business  interest of the Company,
                  and   covenants  and  agrees  that  during  the  term  of  her
                  employment,  whether under this  Agreement or  otherwise,  and
                  after  the  termination  of  such  employment,  he  will  not,
                  directly or indirectly,  disclose,  furnish, make available or
                  utilize any of the Proprietary Information,  other than in the
                  proper performance of her duties for the Company.

                                       3
<PAGE>

                      (ii) Employee will not,  during the term of this Agreement
                  or,   solely  with   respect  to  clauses  2  and  3  of  this
                  subparagraph  (ii), for a period of one year  thereafter  (the
                  "Restricted  Period"),  anywhere within the United States (the
                  "Restricted Territory"), directly or indirectly (whether as an
                  owner,  partner,   shareholder,   agent,  officer,   director,
                  employee, independent contractor, consultant, or otherwise):

                           1. perform  services  for, or engage in, any business
                      that  develops or sells  products  or  services  which are
                      competitive   with  any  products  or  services   sold  or
                      developed  by the Company for which  Employee has provided
                      any  assistance  in  planning,   development,   marketing,
                      training,  support,  or  maintenance  during the period of
                      Employee's employment with the Company (the "Products");

                           2.  except  on  behalf of the  Company,  solicit  any
                      person or entity  who is,  or was at any time  during  the
                      twelve-month  period  immediately prior to the termination
                      of Employee's  employment with the Company,  a customer of
                      the Company for the sale of the Products or any product or
                      service  of a type  then  sold by the  Company  for  which
                      Employee provided any assistance in planning, development,
                      marketing, training, support, or maintenance; or

                           3. solicit for  employment  any person who is, or was
                      at any time  during the  twelve-month  period  immediately
                      prior to the termination of Employee's employment with the
                      Company, an employee of the Company.

                  (d) Scope/Severability.  The  Parties  acknowledge   that  the
business of the Company is and will be national and  international  in scope and
thus the covenants in this Section 5 would be  particularly  ineffective  if the
covenants  were to be  limited  to a  particular  geographic  area of the United
States. If any court of competent  jurisdiction at any time deems the Restricted
Period unreasonably lengthy, or the Restricted Territory unreasonably extensive,
or any of the covenants set forth in this Section 5 not fully  enforceable,  the
other  provisions  of this  Section  5,  and this  Agreement  in  general,  will
nevertheless  stand and to the full extent  consistent with law continue in full
force and effect,  and it is the  intention  and desire of the parties  that the
court treat any provisions of this Agreement which are not fully  enforceable as
having been modified to the extent deemed  necessary by the court to render them
reasonable and  enforceable  and that the court enforce them to such extent (for
example,  that  the  Restricted  Period  be  deemed  to be  the  longest  period
permissible  by law,  but not in excess of the  length  provided  for in Section
5(c), and the Restricted  Territory be deemed to comprise the largest  territory
permissible by law under the circumstances).

                  (e) Return of Company  Materials  upon  Termination.  Employee
acknowledges that all records, documents, and Tangible Embodiments containing or
of Proprietary Information prepared by Employee or coming into her possession by
virtue of her  employment by the Company are and will remain the property of the
Company.  Upon  termination of her employment  with the Company,  Employee shall
immediately  return to the  Company  all such  items in her  possession  and all
copies of such items.

         6. Equitable Remedies.

            (a)  Employee  acknowledges  and  agrees  that  the  agreements  and
covenants set forth in Sections  5(a),  (b), (c), (d) and (e) are reasonable and
necessary  for  the  protection  of  the  Company's  business  interests,   that
irreparable  injury will result to the Company if Employee  breaches  any of the
terms  of said  covenants,  and  that  in the  event  of  Employee's  actual  or
threatened  breach of any such  covenants,  the  Company  will have no  adequate
remedy at law. Employee  accordingly  agrees that, in the event of any actual or
threatened breach by him of any of said covenants,  the Company will be entitled
to immediate injunctive and other equitable relief, without bond and without the
necessity of showing actual monetary damages.  Nothing in this Section 6 will be
construed as prohibiting the Company from pursuing any other remedies  available
to it for such  breach or  threatened  breach,  including  the  recovery  of any
damages that it is able to prove.

                                       4
<PAGE>

            (b) Each of the  covenants in Sections  5(a),  (b), (c), (d) and (e)
will be construed as independent of any other  covenants or other  provisions of
this Agreement.

            (c) In the  event  of any  judicial  determination  that  any of the
covenants in Sections 5(a), (b), (c), (d), and (e) are not fully enforceable, it
is the intention  and desire of the parties that the court treat said  covenants
as having been  modified to the extent  deemed  necessary by the court to render
them reasonable and enforceable, and that the court enforce them to such extent.


         7. Assignment.  This  Agreement  shall be binding upon and inure to the
benefit of (a) the heirs,  executors and legal  representatives of Employee upon
Employee's death and (b) any successor of the Company. Any such successor of the
Company  shall be deemed  substituted  for the  Company  under the terms of this
Agreement  for all  purposes.  As used  herein,  "successor"  shall  include any
person, firm, corporation or other business entity which at any time, whether by
purchase,  merger  or  otherwise,  directly  or  indirectly,   acquires  all  or
substantially  all of the assets or business of the Company.  None of the rights
of  Employee  to  receive  any form of  compensation  payable  pursuant  to this
Agreement  shall be assignable or  transferable  except  through a  testamentary
disposition  or by the laws of  descent.  Any  attempted  assignment,  transfer,
conveyance or other disposition (other than as aforesaid) of any interest in the
rights of Employee to receive any form of  compensation  hereunder shall be null
and void.

            8. Notices. All notices,  requests, demands and other communications
called for hereunder  shall be in writing and shall be deemed given if delivered
personally, one (1) day after mailing via Federal Express overnight or a similar
overnight  delivery service,  or three (3) days after being mailed by registered
or  certified  mail,  return  receipt  requested,  prepaid and  addressed to the
parties or their  successors  in interest at the addresses  listed above,  or at
such other  addresses  as the parties  may  designate  by written  notice in the
manner aforesaid.

            9.  Severability.  In the event that any provision hereof becomes or
is declared by a court of competent jurisdiction to be illegal, unenforceable or
void,  this  Agreement  shall  continue  in full force and effect  without  said
provision.

            10.  Entire  Agreement.   This  Agreement,   and  the  Stock  Option
Agreement,  represent the entire agreement and understanding between the Company
and Employee concerning Employee's employment relationship with the Company, and
supersede in their  entirety  any and all prior  agreements  and  understandings
concerning Employee's employment relationship with the Company.

            11. Resolution of Disputes Regarding Employment.

                (a) The  Parties  agree  to  submit any  dispute or  controversy
arising  out of,  relating  to, or in  connection  with this  Agreement,  or the
interpretation,  validity,  construction,  performance,  breach,  or termination
thereof, to mediation.  The Parties shall mutually select the mediator and shall
equally pay for the costs of the mediator.

                (a) If  and  only  if  a  mediation  is  unsuccessful,  and  the
dispute or controversy is not resolved within 30 days after a mediation,  either
party may submit the matter to binding  arbitration,  to the extent permitted by
law, to be held in or near San Jose,  California in accordance with the National
Rules for the  Resolution of Employment  Disputes then in effect of the American
Arbitration  Association (the "Rules").  The arbitrator may grant injunctions or
other relief in such  dispute or  controversy.  The  decision of the  arbitrator
shall be final,  conclusive  and  binding  on the  parties  to the  arbitration.
Judgment  may be  entered  on the  arbitrator's  decision  in any  court  having
jurisdiction.  The  arbitrator  may  award  the  prevailing  party  in any  such
attorneys' fees and costs incurred in connection therewith.

                  (b) The arbitrator shall apply California law to the merits of
any dispute or claim,  without  reference to rules of conflict of law.  Employee
hereby expressly consents to the personal  jurisdiction of the state and federal
courts  located in Santa Clara County,  California  or the Northern  District of
California  for any  action  or  proceeding  arising  from or  relating  to this
Agreement   and/or  relating  to  any  arbitration  in  which  the  Parties  are
participants.

                  (c) Employee understands that nothing in this Section modifies
Employee's  at-will  status.  Either the Company or Employee can  terminate  the
employment  relationship at any time, with or without cause, subject only to the
restrictions set forth in Section 2 above.

                  (d) Employee  has  read  and  understands  Section  11,  which
discusses  arbitration.  employee  understands  that by signing this  agreement,
employee  agrees to submit any future claims arising out of,  relating to, or in

                                       5
<PAGE>

connection with this agreement, or the interpretation,  validity,  construction,
performance, breach, or termination thereof to binding arbitration to the extent
permitted  by law,  and that this  arbitration  clause  constitutes  a waiver of
employee's  right to a jury trial and relates to the  resolution of all disputes
relating to all aspects of the employer/employee relationship, including but not
limited to, the following claims:

                           (i) Any and all  claims  for  wrongful  discharge  of
employment; breach of contract, both express and implied; breach of the covenant
of good  faith  and  fair  dealing,  both  express  and  implied;  negligent  or
intentional   infliction  of  emotional   distress;   negligent  or  intentional
misrepresentation;  negligent  or  intentional  interference  with  contract  or
prospective economic advantage; and defamation;

                           (ii) Any and all claims for  violation of any federal
state or municipal  statute,  including,  but not limited to the California Fair
Employment and Housing Act, the Civil Rights Act of 1991, the Age Discrimination
in Employment Act of 1967, the Americans with  Disabilities Act of 1990, and the
Fair Labor Standards Act;

                           (iii)  Any and all  claims  arising  out of any other
laws and regulations relating to employment or employment discrimination.

                  (e)  The  Parties   may  apply  to  any  court  of   competent
jurisdiction for a temporary restraining order, preliminary injunction, or other
interim or conservatory relief, as necessary, without breach of this arbitration
agreement and without abridgment of the powers of the arbitrator.

         12. No Oral Modification, Cancellation or Discharge. This Agreement may
only be amended,  canceled or discharged  in writing  signed by Employee and the
Company.

         13.  Governing  Law. This  Agreement  shall be governed by the internal
substantive laws, but not the choice of law rules, of the State of California.

         14.   Acknowledgment.   Employee  acknowledges  that  he  has  had  the
opportunity  to discuss  this  matter  with and obtain  advice  from her private
attorney,  has  had  sufficient  time  to,  and has  carefully  read  and  fully
understands  all  the  provisions  of  this  Agreement,  and  is  knowingly  and
voluntarily entering into this Agreement,

         IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below.

                                       COMPANY:

                                       TRAVELZOO.COM SALES, INC.


                                       By:  /s/ R. Bartel
                                          --------------------------------------

                                       Title:  President

                                       Date:   March 31, 2000




                                       EMPLOYEE:


                                        /s/ R. Bartel
                                       -----------------------------------------
                                       Ralph Bartel

                                       Date:   3/31/2000
                                             -----------------------------------







                                        6

<PAGE>


                               TRAVELZOO.COM SALES

                             PRODUCTIVITY BONUS PLAN

                                 MARCH 31, 2000


HOW THE PLAN WORKS

We are pleased to present you with this information  covering the details of how
Travelzoo.com  Sales, Inc. (including its successors,  the "Company") will share
increased productivity with its employees through a Productivity Bonus Plan (the
"Plan") that will become effective as of March 31, 2000. Accordingly,  the first
Productivity  Bonuses will be paid with respect to the period commencing January
1, 2000 and ending March 31, 2000.

The Productivity Bonus will consist of a quarterly bonus, which will be based on
the "net profit"  before  taxes of the  Company.  The bonus amount will be 5% of
such net profit  before taxes and will be  distributed  equally to all full-time
employees  at the end of the  second  month  following  a fiscal  quarter of the
Company.

For  purposes  of this Plan,  "net  profit" is defined as  revenues  from banner
advertising,  display advertising,  classifieds advertising and commissions from
advertisers  for the  quarter  less (i) sales and  marketing  expenses  for such
period, (ii) research and development expenses for such period and (iii) general
and  administrative  expenses for such period,  all as  determined in conformity
with generally accepted accounting principles consistently applied.

Because the Productivity Bonus will be paid in cash, it is taxable. Accordingly,
appropriate  withholdings  will be made from each  payment  of the  Productivity
Bonus to Company employees. All bonus payments supplement and are in addition to
an  employee's  salary  and  any  contributions  under  a  tax  deferred  401(k)
retirement or other similar plan.


WHO IS ELIGIBLE

All full time  employees of the Company are eligible to  participate in the Plan
and to receive a Productivity Bonus. Because the bonus is based on the Company's
productivity  through  the end of each  quarter,  an  employee  must be actively
employed on each day of the quarter  comprising the bonus computation  period in
order to be eligible to participate in the bonus.  There will be no proration of
the  bonus  distribution  for  employees  who  terminate  before  the end of the
applicable bonus period.

ADMINISTRATION AND DEFINITIONS

The Company will  administer the Plan.  The  calculation of the bonus amount and
all other calculations  relating to the Plan shall be performed by the Company's
accounting  department.   All  matters  pertaining  to  the  administration  and

<PAGE>

interpretation  of the  Plan  shall be  determined  by the  Company  in its sole
discretion,  and the Company's determinations shall be final and binding for all
purposes.

CHANGES OR TERMINATION OF THE PLAN

The Company reserves the right to modify, add to or discontinue the Productivity
Bonus or the Plan, or its interpretation of any provision of the Plan, from time
to time and at any time in its sole discretion;  provided,  however, that in the
event the Plan is  terminated,  employees  shall be  promptly  advised and shall
receive all bonus  amounts  earned  prior to said  termination  in due course in
accordance with the terms of the Plan previously in effect.

NO GUARANTEE OF EMPLOYMENT

The Plan is not a contract of employment and does not guarantee  continuation of
employment for any specified  period of time.  Employment with the Company is at
the mutual consent of the employee and the Company and is subject to termination
without cause or notice at the option of either party.