Exhibit 10.1

                                SENIOR EXECUTIVE
                                ----------------
                              EMPLOYMENT AGREEMENT
                              --------------------

     THIS SENIOR  EXECUTIVE  EMPLOYMENT  AGREEMENT  (the  "Agreement")  is to be
effective as of March 20, 2006 by and between  DECKERS  OUTDOOR  CORPORATION,  a
Delaware corporation (the "Company"), and PETER K. WORLEY (the "Executive").

                                   ARTICLE I
                                 DUTIES AND TERM

     1.1 EMPLOYMENT.  In  consideration of their mutual  covenants,  Executive's
continued employment with the Company and other good and valuable consideration,
the receipt,  adequacy,  and  sufficiency of which is hereby  acknowledged,  the
Company agrees to enter into this Agreement with the Executive, who is currently
an employee of the Company on an "at will" basis,  and the  Executive  agrees to
enter into this Agreement and remain in the employ of the Company upon the terms
and conditions herein provided and in accordance with all applicable  employment
rules of the Company.

     1.2 POSITION AND  RESPONSIBILITIES.  The Executive will serve as Teva Brand
President, and will report to the Chief Executive Officer and President.

     1.3 TERM. The term of the Executive's  employment under this Agreement will
commence on the effective date of this Agreement as first written above and will
continue,  unless sooner terminated,  until December 31, 2007. Employment of the
Executive  is at will and will  continue  until such time as  written  notice of
termination is given by the Company or written notice is given by the Executive.

     1.4  AT-WILL  EMPLOYMENT.  Executive  will  continue  to be  employed as an
at-will  employee of the Company.  Subject to the provisions of Articles III and
IV, as an at-will employee,  Executive is free to terminate  his/her  employment
with the Company at any time,  for any  reason,  and the Company has the similar
right to terminate Executive's employment at any time, for any reason.  Although
the  Company  may  choose  to  terminate   Executive's   employment  for  cause,
Executive's employment is at-will and cause is not required.

     1.5 REVIEW OF AGREEMENT. It is the parties intention that the terms of this
Agreement will be reviewed  prior to December 31, 2007 to determine  whether any
modifications  are appropriate.  This review of the Agreement terms may occur at
an earlier  or later  date,  is not  mandatory  and does not impose any  binding
obligations on either party.

                                   ARTICLE II
                                  COMPENSATION

     For all  services  rendered by the  Executive  in any  capacity  during the
Executive's  employment  under this  Agreement,  the Company will compensate the
Executive as follows:

     2.1 BASE SALARY.  Effective  as of March 20, 2006,  and for a period of two
(2) years  thereafter,  the  Company  will pay to the  Executive  an annual base
salary of TWO HUNDRED  TWENTY FIVE  THOUSAND  DOLLARS  ($225,000)  to be paid in
equal  installments in accordance with the Company's general payment policies in
effect  during the term  hereof  (the "Base  Salary").  Executive's  annual base
salary may be reviewed prior to December 31, 2007 and appropriate adjustments to
salary  implemented.  If Executive's annual base salary is not revised effective
January 1, 2008,  his/her existing salary will continue on a monthly basis until
changed.  This  provision  does not alter  the  at-will  nature  of  Executive's
employment or the provisions of Articles III and IV below.

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     2.2 INCENTIVE  BONUS. The Executive shall be eligible to receive a targeted
annual  bonus  based  on  performance   criteria  established  annually  by  the
Compensation Committee (the "Incentive Bonus"). The Incentive Bonus criteria for
the year ending December 31, 2006 is set forth on Exhibit A hereto.

     2.3 STOCK  COMPENSATION.  The Executive may be granted  options to purchase
shares of Company Common Stock or Restricted  Stock Units to purchase  shares of
Company  Common Stock in accordance  with the Company's  Stock Option Plan.  Any
grants must be approved by the Compensation Committee.

     2.4 ADDITIONAL  BENEFITS.  The Executive will be entitled to participate in
all benefit and welfare programs,  plans, and arrangements that are from time to
time made available to the Company's like-level executive employees.

                                  ARTICLE III
                            TERMINATION OF EMPLOYMENT

     3.1 GENERAL.  While Executive is an at-will employee as provided at Section
1.3 above, the following  conditions for termination of employment are set forth
in order to determine  the nature of  Executive  compensation  entitlement  upon
termination  of  employment  as  discussed  in  Article  IV below.  Neither  the
provisions  of  Article  III or  Article IV of this  Agreement  shall  alter the
at-will nature of Executive's employment with the Company.

     3.2 DEATH OR RETIREMENT OF EXECUTIVE. The Executive's employment under this
Agreement will automatically  terminate upon the death or Retirement (as defined
in Section 6.1) of the Executive.

     3.3 BY EXECUTIVE.  The Executive may terminate the  Executive's  employment
under this Agreement by giving Notice of Termination  (as defined in Section 6.1
hereof) to the Company:

     (a) for Good Reason (as defined in Section 6.1 hereof); and

     (b) at any time without Good Reason.

     3.4 BY COMPANY. The Company may terminate the Executive's  employment under
this Agreement by giving Notice of Termination to the Executive:

     (a) in the event of Executive's Total Disability (as defined in Section 6.1
hereof);

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     (b) for Cause (as defined in Section 6.1 hereof); and

     (c) at any time without Cause.

                                   ARTICLE IV
                   COMPENSATION UPON TERMINATION OF EMPLOYMENT

     If the Executive's  employment hereunder is terminated,  in accordance with
the  provisions  of Article  III  hereof,  and  except  for any other  rights or
benefits  specifically  provided  for  herein  to  be  effective  following  the
Executive's  period of  employment,  the Company will provide  compensation  and
benefits to the Executive only as follows:

     4.1 UPON TERMINATION FOR DEATH OR DISABILITY. If the Executive's employment
hereunder is terminated by reason of the Executive's  death or Total Disability,
the Company will:

     (a) pay the Executive (or the Executive's estate) or beneficiaries any Base
Salary  that  has  accrued  but was not  paid as of the  termination  date  (the
"Accrued Base Salary");

     (b) pay the  Executive (or the  Executive's  estate) or  beneficiaries  for
unused  vacation days accrued as of the  termination  date in an amount equal to
the Executive's  Base Salary  multiplied by a fraction the numerator of which is
the number of accrued unused  vacation days and the  denominator of which is 260
(the "Accrued Vacation Payment");

     (c) reimburse the Executive (or the  Executive's  estate) or  beneficiaries
for expenses  incurred by him prior to the date of termination  that are subject
to  reimbursement   pursuant  to  this  Agreement  (the  "Accrued   Reimbursable
Expenses");

     (d) provide to the Executive (or the Executive's  estate) or  beneficiaries
any  accrued  and vested  benefits  required  to be provided by the terms of any
Company-sponsored  benefit plans or programs (the "Accrued Benefits"),  together
with  any  benefits  required  to be  paid  or  provided  in  the  event  of the
Executive's death or Total Disability under applicable law;

     (e) pay the  Executive (or the  Executive's  estate) or  beneficiaries  any
Incentive  Bonus with  respect to a prior  fiscal  year that has been earned and
accrued but has not been paid (the "Accrued Incentive Bonus"); and

     (f) the Executive (or the Executive's  estate) or beneficiaries  shall have
the right to exercise all vested  unexercised  stock options  outstanding at the
termination  date in accordance with terms of the plans and agreements  pursuant
to which such options were issued.

     4.2 UPON  TERMINATION  BY COMPANY FOR CAUSE OR BY  EXECUTIVE  WITHOUT  GOOD
REASON. If the Executive's employment is terminated by the Company for Cause, or
if the Executive  terminates the  Executive's  employment with the Company other
than (x) upon the Executive's  death or Total Disability or (y) for Good Reason,
the Company will:

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     (a) pay the Executive the Accrued Base Salary;

     (b) pay the Executive the Accrued Vacation Payment;

     (c) pay the Executive the Accrued Reimbursable Expenses;

     (d) pay the  Executive  the Accrued  Benefits,  together  with any benefits
required to be paid or provided under applicable law;

     (e) pay the Executive any Accrued Incentive Bonus; and

     (f) the  Executive  will  have the  right to  exercise  vested  options  in
accordance with Section 4.1(f) hereof.

     4.3 UPON  TERMINATION BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD
REASON. If the Executive's employment is terminated by the Company without Cause
or by the Executive for Good Reason, the Company will:

     (a) pay the Executive the Accrued Base Salary;

     (b) pay the Executive the Accrued Vacation Payment;

     (c) pay the Executive the Accrued Reimbursable Expenses;

     (d) pay the  Executive  the Accrued  Benefits,  together  with any benefits
required to be paid or provided under applicable law;

     (e) pay the Executive any Accrued Incentive Bonus;

     (f) pay the Executive  severance,  commencing  on the thirtieth  (30th) day
following the termination date, of six (6) monthly payments equal to one-twelfth
(1/12th) of the Executive's  Annual Base Salary in effect  immediately  prior to
the time such  termination  occurs.  Severance will be mitigated on a dollar for
dollar  basis for any income  received by  Executive  for duties  performed  for
Company or any third party during the six (6) months following termination.  The
severance  payment  required under this subsection shall be conditioned upon the
Executive confirming the release in Section 5.2 hereof; and

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     (g)  maintain  in  full  force  and  effect,  for the  Executive's  and the
Executive's  eligible  beneficiaries,  until  the  first  to  occur  of (x)  the
Executive's  attainment of alternative  employment if such  employment  includes
health insurance benefits or (y) the six (6) month anniversary of termination of
employment,  the benefits provided pursuant to Company-sponsored  benefit plans,
programs,  or  other  arrangements  in  which  the  Executive  was  entitled  to
participate as a full-time  employee  immediately  prior to such  termination in
accordance  with  Section 2.4  hereof,  subject to the terms and  conditions  of
participation  as provided under the general terms and provisions of such plans,
programs,  and  arrangements,  or in the alternate,  the Company will arrange to
provide the Executive with  continued  benefits  substantially  similar to those
which the  Executive  would  have been  entitled  to receive  under such  plans,
programs, and arrangements;

     (h) the  Executive  shall  have the right to  exercise  vested  options  in
accordance with Section 4.1(f).

     4.4 UPON CHANGE OF CONTROL AND  TERMINATION BY THE COMPANY WITHOUT CAUSE OR
BY EXECUTIVE FOR GOOD REASON. If the Executive's employment is terminated within
two (2) years of a Change of  Control  by the  Company  without  Cause or by the
Executive for Good Reason, the Company will:

     (a) pay the Executive the Accrued Base Salary;

     (b) pay the Executive the Accrued Vacation Payment;

     (c) pay the Executive the Accrued Reimbursable Expenses;

     (d) pay the  Executive  the Accrued  Benefits,  together  with any benefits
required to be paid or provided under applicable law;

     (e) pay the  Executive  any  Accrued  Incentive  Bonus;  plus the  pro-rata
Incentive Bonus based on actual performance for the year of termination.

     (f) pay the Executive severance of one and one-half (1.5) times Executive's
Annual  Base  Salary in effect  immediately  prior to the time such  termination
occurs  plus the  greater  of (x) one and  one-half  (1.5)  times  the  targeted
Incentive Bonus immediately prior to the time such termination occurs or (y) one
and one-half  (1.5) times the average  actual  Incentive  Bonus for the previous
three (3) years, whichever is greater. The severance payment required under this
subsection  shall be  conditioned  upon the Executive  confirming the release in
Section 5.2 hereof;

     (g)  maintain  in  full  force  and  effect,  for the  Executive's  and the
Executive's  eligible  beneficiaries,  until  the  first  to  occur  of (x)  the
Executive's  attainment of alternative  employment if such  employment  includes
health  insurance  benefits  or (y)  the  eighteen  (18)  month  anniversary  of
termination,  the benefits provided pursuant to Company-sponsored benefit plans,
programs,  or  other  arrangements  in  which  the  Executive  was  entitled  to
participate as a full-time  employee  immediately  prior to such  termination in
accordance  with  Section 2.4  hereof,  subject to the terms and  conditions  of
participation  as provided under the general terms and provisions of such plans,
programs,  and  arrangements,  or in the alternate,  the Company will arrange to
provide the Executive with  continued  benefits  substantially  similar to those
which the  Executive  would  have been  entitled  to receive  under such  plans,
programs, and arrangements;

     (h) any payments will be grossed up for Internal  Revenue Code Section 280G
excise tax penalty on "excess parachute payments;" and

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     (i) the  Executive  shall  have the right to  exercise  vested  options  in
accordance with Section 4.1(f).

                                   ARTICLE V
                              ADDITIONAL AGREEMENTS

     5.1 OTHER  AGREEMENTS.  As further material  consideration  for the Company
entering  into this  Agreement,  the  Executive  will also execute the Company's
standard employee confidentially agreement, inventions assignment agreement, and
any other agreements required to be executed by all like level executives of the
Company.

     5.2 EMPLOYEE'S  RESTRICTIVE COVENANTS UPON TERMINATION.  If the Executive's
employment is terminated for any reason, Executive agrees:

     (a) To keep all of the Company's Confidential  Information  confidential in
perpetuity in accordance with the Company's policy;

     (b) To not  hire or  solicit  for  hire or  consultation  employees  of the
Company  for a period of one and  one-half (1 1/2) years  after  termination  of
employment; and

     (c) To  release  the  Company  from any and all  claims,  whether  known or
unknown, except for those based upon this Agreement.  Such release shall include
the rights of Section 1542 of the California Civil Code, which provides:

     "A general  release does not extend to claims  which the creditor  does not
know or suspect to exist in the  Executive's  favor at the time of executing the
release,  which if known by him must have  materially  affected the  Executive's
settlement with the debtor."

                                   ARTICLE VI
                                  MISCELLANEOUS

     6.1 DEFINITIONS.  For purposes of this Agreement,  the following terms will
have the following meanings:

     (a) "Accrued Base Salary" - as defined in Section 4.1(a) hereof.

     (b) "Accrued Benefits" - as defined in Section 4.1(d) hereof.

     (c) "Accrued Incentive Bonus" - as defined in Section 4.1(e) hereof.

     (d) "Accrued Reimbursable Expenses" - as defined in Section 4.1(c) hereof.

     (e) "Accrued Vacation Payment" - as defined in Section 4.1(b) hereof.

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     (f)  "Affiliate"  of a Person  means a Person that  directly or  indirectly
through one or more  intermediaries,  controls,  is  controlled  by, or is under
common  control  with,  the  first  Person.   "Control"   (including  the  terms
"controlled by" and "under common control with") means the possession,  directly
or  indirectly,  of the power to direct or cause the direction of the management
or policies of a Person, whether through the ownership of voting securities,  by
contract or credit arrangement, as trustee or executor, or otherwise.

     (g) "Incentive Bonus" as defined in Section 2.2 hereof.

     (h) "Base Salary" as defined in Section 2.1 hereof.

     (i) "Cause"  will mean any willful  breach of duty by the  Executive in the
course of the  Executive's  employment,  continued  violation of written Company
employment  policies  after written notice of such  violation,  violation of the
Company's  Insider  Trading  Policies,  conviction  of a  felony  or  any  crime
involving fraud, theft, embezzlement, dishonesty or moral turpitude, engaging in
activities  which  materially  defame the Company,  engaging in conduct which is
material injurious to the Company or its Affiliates,  or any of their respective
customer or supplier relationships, financially or otherwise, or the Executive's
gross negligence or continued failure to perform  Executive's  duties or his/her
continued incapacity to perform such duties.

     (j) "Change of Control" will mean if there is a merger, consolidation, sale
of all or a  major  portion  of  the  assets  of  the  Company  (or a  successor
organization) or similar  transaction or circumstance  where any person or group
(other than Douglas B. Otto) acquires or obtains the right to acquire, in one or
more transactions,  beneficial ownership of more than Fifty Percent (50%) of the
outstanding  shares of any class of voting  stock of the Company (or a successor
organization).

     (k)  "Compensation  Committee"  means  the  Compensation  Committee  of the
Company's Board of Directors.

     (l) "Continued Benefits" as defined in Section 4.3(g) hereof.

     (m) "Good Reason" will mean (1) the  occurrence of material  breach of this
Agreement by the Company, which breach is not cured within fifteen (15) calendar
days after written notice  thereof is received by the Company,  or (2) if within
two (2) years of a Change of  Control,  there is a reduction  of the  Employee's
total  compensation,  benefits,  and  perquisites,  the Company's  relocation is
greater than fifty (50) miles  further from the  Employee's  home, or a material
change in the Employee's position or duties.

     (n) "Notice of  Termination"  will mean a notice  which shall  indicate the
specific termination provision of this Agreement relied upon and shall generally
set forth the basis for  termination  of the  Executive's  employment  under the
provision so indicated.

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     (o) "Person"  means any natural  person,  firm,  partnership,  association,
corporation,  company,  limited liability company,  limited partnership,  trust,
business trust, governmental authority, or other entity.

     (p) "Retirement" will mean normal retirement at age 65.

     (q)  "Severance"  will  mean  payments  after  termination  of  Executive's
employment.

     (r) "Total Disability" will mean the Executive's  failure  substantially to
perform the  Executive's  duties  hereunder  on a  full-time  basis for a period
exceeding one hundred eighty (180)  consecutive days or for periods  aggregating
more than one hundred eighty (180) days during any twelve (12) month period as a
result of incapacity due to physical or mental illness. If there is a dispute as
to whether the Executive is or was physically or mentally  unable to perform the
Executive's  duties under this  Agreement,  such  dispute will be submitted  for
resolution to a licensed physician agreed upon by the Company and the Executive,
or if an agreement  cannot be promptly  reached,  the Company and the  Executive
will promptly each select a physician, and if these physicians cannot agree, the
physicians will promptly select a third physician whose decision will be binding
on all parties.  If such a dispute  arises,  the  Executive  will submit to such
examinations and will provide such information as such physician(s) may request,
and the  determination  of the  physician(s) as to the  Executive's  physical or
mental condition will be binding and conclusive.  Notwithstanding the foregoing,
if the  Executive  participates  in any group  disability  plan  provided by the
Company,  which offers long-term  disability  benefits,  "Total Disability" will
mean total disability as defined therein.

     6.2 KEY MAN  INSURANCE.  The  Company  will  have  the  right,  in its sole
discretion,  to purchase "key man" insurance on the life of the  Executive.  The
Company shall be the owner and  beneficiary  of any such policy.  If the Company
elects  to  purchase  such a policy,  the  Executive  will  take  such  physical
examinations and supply such  information as may be reasonably  requested by the
insurer.

     6.3 SUCCESSORS;  BINDING AGREEMENT. This Agreement will be binding upon any
successor to the Company and will inure to the benefit of and be  enforceable by
the Executive's  personal or legal  representatives,  beneficiaries,  designees,
executors, administrators, heirs, distributees, devisees and legatees.

     6.4 MODIFICATION;  NO WAIVER. This Agreement may not be modified or amended
except by an  instrument  in writing  signed by the parties  hereto.  No term or
condition of this Agreement  will be deemed to have been waived,  nor will there
be any estoppel  against the  enforcement  of any  provision of this  Agreement,
except by written  instrument by the party charged with such waiver or estoppel.
No such written  waiver will be deemed a continuing  waiver unless  specifically
stated  therein,  and each such waiver will operate only as to the specific term
or condition  waived and will not  constitute a waiver of such term or condition
for the future or as to any other term or condition.

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     6.5  SEVERABILITY.  The  covenants  and  agreements  contained  herein  are
separate and severable and the invalidity or unenforceability of any one or more
of such covenants or agreements,  if not material to the employment  arrangement
that  is the  basis  for  this  Agreement,  will  not  affect  the  validity  or
enforceability of any other covenant or agreement contained herein.

     6.6 FORM OF NOTICE TO PARTIES. All notices, requests,  demands, waivers and
other  communications  required or  permitted  to be given under this  Agreement
shall be in writing and shall be deemed to have been duly given if (a) delivered
personally,  (b) mailed by  first-class,  registered or certified  mail,  return
receipt requested, postage prepaid, or (c) sent by next-day or overnight mail or
delivery or (d) sent by telecopy or telegram, to the following address:

                  If to Executive:          Peter K. Worley
                                            2397 Moberly Court
                                            Thousand Oaks, CA 91360
                                            (805) 241-6955

                  If to Company:            Deckers Outdoor Corporation
                                            495-A South Fairview Avenue
                                            Goleta, CA  93117
                                            Attn: Angel Martinez
                                            Facsimile #805-967-7862

or, in each case, at such other address as may be specified in writing to the
other parties hereto.

     All such notices, requests, demands, waivers and other communications shall
be deemed to have been  received  (w) if by  personal  delivery on the day after
such delivery,  (x) if by certified or registered  mail, on the seventh business
day after the mailing thereof, (y) if by next-day or overnight mail or delivery,
on the day delivered,  (z) if by telecopy or telegram, on the next day following
the day on which such  telecopy or telegram  was sent,  provided  that a copy is
also sent by certified or registered mail.

     6.7  ASSIGNMENT.  This  Agreement  and any  rights  hereunder  will  not be
assignable by either party without the prior written  consent of the other party
except as otherwise specifically provided for herein.

     6.8  ENTIRE   UNDERSTANDING.   This   Agreement   constitutes   the  entire
understanding  between  the  parties  hereto and no  agreement,  representation,
warranty or covenant has been made by either party except as expressly set forth
herein.

     6.9 EXECUTIVE'S REPRESENTATIONS. The Executive represents and warrants that
neither the execution and delivery of this Agreement nor the  performance of the
Executive's  duties hereunder  violates the provisions of any other agreement to
which he is a party or by which he is bound.

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     6.10 GOVERNING LAW. This Agreement will be construed in accordance with the
laws  of the  State  of  California,  without  regard  to the  conflict  of laws
provisions  thereof,  with venue  proper  only in the  County of Santa  Barbara,
California.

     6.11 ARBITRATION.

     (a) Except as provided in Section  6.11(c) below,  the parties hereto agree
that 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, shall be finally settled by binding arbitration,
unless otherwise required by law, to be held in Santa Barbara,  California under
the National  Rules for the  Resolution of  Employment  Disputes of the American
Arbitration  Association as then in effect (the "Rules").  The arbitrator(s) may
grant  injunctions or other relief in such dispute or controversy.  The decision
of the  arbitrator(s)  shall be final,  conclusive and binding on the parties to
the   arbitration,   and  judgment  may  be  entered  on  the  decision  of  the
arbitrator(s) in any court having jurisdiction.

     (b) The  arbitrator(s)  shall  apply  California  law to the  merits of any
dispute or claim, without reference to rules of conflicts of law.

     (c) 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 abridgement of the powers of the arbitrator.

     (d)  EMPLOYEE  HAS READ  AND  UNDERSTANDS  THIS  SECTION,  WHICH  DISCUSSES
ARBITRATION.  EMPLOYEE  UNDERSTANDS  THAT BY SIGNING  THIS  AGREEMENT,  EMPLOYEE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF,  RELATING TO, OR IN CONNECTION  WITH
THIS AGREEMENT,  OR THE  INTERPRETATION,  VALIDITY,  CONSTRUCTION,  PERFORMANCE,
BREACH OR TERMINATION THEREOF TO BINDING ARBITRATION,  UNLESS OTHERWISE REQUIRED
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
EMPLOYEE'S  RELATIONSHIP WITH THE COMPANY,  INCLUDING BUT NOT LIMITED TO, CLAIMS
OF HARASSMENT, DISCRIMINATION, WRONGFUL TERMINATION AND ANY STATUTORY CLAIMS.

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<PAGE>



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

                                    COMPANY:


                                    DECKERS OUTDOOR CORPORATION


                                    By: /s/ Angel Martinez        March 17, 2006
                                        ----------------------------------------
                                    Name:    Angel Martinez       Date:
                                    Title:   Chief Executive Officer


                                   EXECUTIVE:


                                   /s/ Peter K. Worley            March 17, 2006
                                   ---------------------------------------------
                                   Name:  Peter K. Worley              Date:
                                   Title: Teva Brand President



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                                    EXHIBIT A

                                       TO

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT



                          2006 Incentive Bonus Criteria
                          -----------------------------




Executive:            Peter K. Worley


Target bonus:         Potential 100% of base salary @ 100% level

Incentive Bonus Allocation:

         25%  Company Profit Component
         75%  Management Business Objective (MBO) Component
        ----
         100%
        ====

Incentive bonus to be calculated and paid in accordance with the attached
Exhibit B.


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                                    EXHIBIT B

                                       TO

                      SENIOR EXECUTIVE EMPLOYMENT AGREEMENT






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