<PAGE>
                                                                   Exhibit 10.11



                                      SM&A
                              EMPLOYMENT AGREEMENT


        This Employment Agreement (this "Agreement") is entered into as of
October 4, 2002, by and between SM&A, a California corporation (the "Company"),
and Bennett C. Beaudry ("Employee"), with reference to the following:

        A. The Company desires to employ Employee on the terms and conditions
set forth herein;

        B. Employee desires to perform services for the Company as an employee
of the Company on the terms and conditions set forth herein.


        NOW, THEREFORE, in consideration for the promises and obligations set
forth below, the Company and Employee agree as follows:

1.      Employment and Term.

        1.1 The Company agrees to employ, and Employee agrees to be employed by
the Company, on the terms and conditions described below (the "Employment").

        1.2 This Agreement shall be effective as of June 1, 2002 (the "Effective
Date") and shall terminate on May 31, 2005 unless sooner terminated pursuant to
the terms set forth below.

2.      Duties.

        2.1 Employee agrees that during the Employment, Employee shall devote
his full-time efforts to his duties as an employee of the Company, now or in the
future assigned to Employee by the Company. From and after the Effective Date of
this Agreement, Employee shall serve as Executive Vice President and Chief
Operating Officer of the Company.

3.      Compensation.

        3.1 As consideration for the performance of Employee's duties hereunder
and for adherence to the covenants in this Agreement, Employee shall be entitled
to the compensation set forth on Exhibit A attached hereto and incorporated
herein by this reference (the "Compensation").

        3.2 Employee understands and acknowledges that, except as otherwise set
forth in this Agreement, the Compensation will constitute the full and exclusive
consideration to be received by Employee for all services performed by Employee
in connection with the Company's employment of Employee, and for the performance
of all his promises and obligations under this Agreement.

        3.3 Aside from the Compensation, the Company may adopt, or continue in
force, benefit plans for the benefit of its employees or certain of its
employees which may include, but not be limited to, group life insurance,
medical insurance, etc. The Company may terminate any or all such plans at any
time and may choose not to adopt any additional or replacement plans. Employee's
rights under any benefit plans now in force or later adopted by the Company
shall be governed solely by the terms of such plans; provided, however, that in
no event shall Employee's rights under any such benefit plans be less than those
of any other executive officer of the Company.

4. Duty to Devote Full Time and Avoid Conflict of Interest. Employee agrees that
during the Employment he shall devote his full-time efforts to his duties as an
employee of the Company. Employee

<PAGE>

further agrees that during the Employment he shall not, directly or indirectly,
engage or participate in any activities which are in conflict with the best
interests of the Company.

5. Compliance with Rules and Regulations. Employee agrees to comply with the
Company's rules, regulations and practices as they may from time to time be
adopted or modified, so long as they are uniformly applied to all employees.

6. Non-competition, Non-recruitment and Non-solicitation by Employee.

        6.1 Employee agrees that, during the Employment, Employee will not
engage in any activity competitive with or adverse to the Company's business or
welfare, whether alone, as a partner, or as an officer, director, employee or
shareholder of any other corporation and shall not otherwise undertake planning
for or the organization of any business activity competitive with the Company's
business or combine or conspire with other employees or representatives of the
Company for the purpose of organizing any such competitive business activity.
This prohibition shall not include ownership of less than five percent (5%) of
the outstanding stock by Employee in a publicly traded corporation.

        6.2 During the Employment and for a period of two (2) years following
the termination of the Employment, Employee shall not, directly or indirectly,
induce, solicit or influence or attempt to induce, solicit or influence any
person who is engaged or employed by the Company (whether part-time or full-time
and whether as an officer, employee, consultant, agent or advisor), to terminate
his or her employment or other engagement with the Company. Employee further
agrees that, during the term of this Agreement and for two (2) years after
termination of the Employment, Employee will not in any manner seek to engage or
employ any individual who is employed or engaged by the Company, as an officer,
employee, consultant, agent or advisor for any person or entity other than the
Company.

        6.3 Employee agrees that during the Employment and for two (2) years
after termination of the Employment, Employee shall not, directly or indirectly,
personally, or on behalf of or in conjunction with any person or entity, divert
or take away any client or customer of the Company.

7. Trade Secrets of the Company/Works and Property.

        7.1 Employee acknowledges and understands that during the Employment,
Employee will have access to and will utilize and review information which
constitutes valuable, important and confidential trade secrets, as that term is
interpreted under the Uniform Trade Secrets Act (California Civil Code Section
3426 et seq.) and/or confidential and proprietary material and information of or
relating to the business of the Company necessary for the successful conduct of
the Company's business. This information includes, but is not limited to: (a)
listings of and data regarding the clients (past and current) of the Company
(collectively, the "Clients"); (b) information regarding potential customers and
clients; (c) data relating to the identity of the Clients of the Company; (d)
information regarding bidding, billing and pricing practices; (e) information
regarding the nature and type of services rendered to the Clients; (f) other
methodologies, computer programs, databases, processes, compilations of
information, results of proposals, job notes, reports and records, and (g)
information regarding the nature and type of software products sold to or under
development with any Client (all of which information is sometimes referred to
in this Agreement as the "Secrets"). The foregoing notwithstanding, the Secrets
shall not include information or data which is (i) in the public domain, (ii)
generally known in the information technology staffing services industry, (iii)
already known to Employee as of the date he began his employment with the
Company, or (iv) rightfully disclosed to Employee outside of the scope of his
employment with the Company by a third party not under a duty of confidentiality
to the Company. Employee understands further that the Secrets have been and will
be accumulated, by Employee and other personnel at the Company at considerable
expense to the Company (including but not limited to compensation paid to the
Company personnel dealing with the Secrets and the Clients), and that the
Company has and will continue to expend its resources in order to maintain
actively and vigorously the confidentiality of the Secrets, as such information
is



                                       2
<PAGE>

extremely valuable to the Company, and well worth the expense of enforcement and
preservation of such confidentiality. Accordingly, Employee agrees as follows:

               (a) All of the Secrets shall be safeguarded and treated as
        confidential by Employee.

               (b) Any and all data, notes, letters, computer programs, email
        records, reports, telephone records and all other written documentation
        relating to the business of the Company (including but not limited to
        the Secrets) that may be collected, compiled, written, reviewed or
        conceived by Employee, whether set forth in tangible media or
        intangible, from or by reason of services performed by Employee for the
        Company shall become the sole and absolute property of the Company, and
        Employee shall not assert or establish a claim for any statutory or
        common law right or any other possessory or proprietary right with
        respect to any of the above.

               (c) Employee shall hold the Secrets in strictest confidence and
        shall not (i) disclose any Secrets to any person, corporation, firm, or
        other entity, either during the Employment or afterward, or (ii) use any
        Secrets in Employee's subsequent business or employment, without the
        prior express written authorization of the Company; provided, however,
        that Employee may disclose Secrets to the extent required to do so by a
        subpoena lawfully issued in a judicial proceeding or arbitration.

               (d) Employee shall not otherwise commit any act which shall
        compromise the confidentiality of any Secrets, including but not limited
        to making a copy of such property (whether electronic, paper or
        otherwise) without the prior express written authorization of the
        Company.

        7.2 During the Employment, Employee shall disclose in writing, fully,
and on a timely basis, to the Company, any and all "Works and Property" (as such
term is herein defined) realized in connection with the performance of his
duties under this Agreement. Employee acknowledges and agrees that, during the
Employment any and all Works and Property shall constitute the sole and
exclusive property of the Company and Employee shall not have any rights thereto
and/or any interest therein. During the Employment, Employee shall assign,
transfer and convey to the Company, without further consideration, any and all
Works and Property in accordance with this Agreement. For purposes of this
Agreement, the term "Works and Property" shall mean any and all works and
property including, but not limited to, all intellectual properties, ideas,
inventions, concepts, products, improvements, innovations, discoveries,
developments, methods, formulas, techniques, software, know-how and writings
which are made, conceived, reduced to practice, developed, written, contributed
to or prepared by Employee whether or not patentable or copyrightable and
whether made solely by Employee or jointly with others. All Works and Properties
shall unconditionally be, become, and remain the sole and exclusive property of
the Company or any of its affiliates, successors, or assignees, as the case may
be. Employee will promptly execute, acknowledge and deliver all applications,
oaths, declarations and further documents and will provide such additional
assistance as the Company or its counsel may deem necessary or desirable to
evidence the Company's title to such Works and Property. This section does not
apply to Works and Property that qualifies as a non-assignable invention under
Section 2870 of the California Labor Code.

8. Confidential Information of Clients. All ideas, concepts, information and
written material disclosed to Employee by the Company, or acquired from any of
the Clients, and all financial, accounting, statistical, personnel, and business
data and plans of the Clients, are and shall remain the sole and exclusive
property and proprietary information of the Company, or said Client, and are
disclosed in confidence by the Company or permitted to be acquired from the
Clients in reliance on Employee's agreement to maintain them in confidence and
not to use or disclose them to any other person except in furtherance of the
Company's business.

9. Return of Information. At the time of the termination of the Employment or
upon request, Employee agrees to deliver promptly to the Company all notes,
books, electronic data (regardless of storage



                                       3
<PAGE>

media), correspondence and other written or graphical records (including all
copies thereof) in Employee's possession or under Employee's control relating to
any business, work, the Clients or any other aspect of the Company, whether or
not they contain any Secrets, including but not limited to each original and all
copies of all or any part thereof.

10. Cooperation. Employee agrees to cooperate in good faith with the Company in
connection with any defense, prosecution, or investigation by the Company
regarding any actual or potential litigation, administrative proceeding, or
other such procedures, in which the Company may be involved as a party or
non-party from time to time.

11. Remedies; Injunctive Relief. In the event of a breach or threatened breach
by Employee of any of the provisions of this Agreement, Employee agrees that the
Company, in addition to and not in limitation of any other rights, remedies, or
damages available to the Company at law or in equity, shall be entitled to a
preliminary and a permanent injunction in order to prevent or restrain any such
breach by Employee or by Employee's partners, agents, representatives, servants,
employers, employees, and/or any and all persons directly or indirectly acting
for or with Employee.

12. Termination of Employment.

        12.1 The Employment may be terminated by the Company with "Cause" (as
defined below) at any time upon written notice. Except as otherwise agreed in
writing or as otherwise provided by this Agreement as due and payable (or as
required by law), upon termination of the Employment by the Company with Cause,
the Company shall have no further obligation to Employee under this Agreement by
way of compensation or otherwise, but Employee's obligations under Sections 6
through 10, inclusive, shall continue after said termination of Employment.

        12.2 Absent a Change of Control (as defined below), the Employment may
be terminated at any time (i) by the Company without Cause (as defined below) by
giving Employee thirty (30) days' advance written notice of such termination or
(ii) by Employee for Good Reason (as defined below) by giving the Company thirty
(30) days' advance written notice of such termination. In the event that the
Company terminates the Employment without Cause or Employee terminates the
Employment for Good Reason, the Company shall (i) pay to Employee, in accordance
with the Company's customary payroll practices, the base salary component of the
Compensation for the year in which such event occurs, and (ii) provide the same
health and life insurance benefits, in each case until the earliest to occur of
(A) the last day of the term of this Agreement specified in Section 1.2 above,
(B) the expiration of twelve (12) calendar months after the effective date of
such termination of the Employment, (C) the date upon which Employee becomes
employed on a full-time basis (including but not limited to self-employment, but
only if Employee holds himself out to the public as being a self-employed
consultant or other businessman), or (D) the date upon which Employee violates
any of Sections 6 through 10, inclusive. In addition, the Company shall pay
Employee the pro-rated portion of any incentive compensation (as described in
Exhibit A attached hereto) to which Employee was entitled for the fiscal year or
quarter, as applicable, in which the Employment was terminated. If the Company's
medical and/or life insurance plans do not allow Employee's continued
participation in such plan or plans during the period described above, then the
Company shall pay to Employee, in monthly installments, from the date on which
Employee's participation in such medical and/or life insurance, as applicable,
is prohibited for the remainder of the time period described in the second
sentence of this Section 12.2, the monthly premium or premiums which had been
payable by the Company with respect to Employee for such discontinued medical
and/or life insurance, as applicable.

        12.3 If, within twelve (12) months following a Change of Control (as
defined below), the Employment is terminated (i) by the Company (or any
successor company) without Cause, or (ii) by the Employee for Good Reason, or if
any successor company fails to assume this Agreement and the obligations of the
Company hereunder, the Company shall (i) pay to Employee in a lump sum an amount
equal to the then-current base salary component of the Compensation for the
period from the date of such termination of Employment through the earlier to
occur of (A) the last day of the term of this Agreement



                                       4
<PAGE>

specified in Section 1.2 above and (B) twelve (12) calendar months after the
effective date of such termination of Employment, and (ii) provide the same
health and life insurance benefits until the earlier to occur of (A) the last
day of the term of this Agreement specified in Section 1.2 above and (B) the
expiration of eighteen (18) calendar months after the Change of control or
twelve (12) calendar months after the effective date of such termination of the
Employment, whichever is later. If the Company's medical and/or life insurance
plans do not allow Employee's continued participation in such plan or plans
during the period described above, then the Company shall pay to Employee, in
monthly installments, from the date on which Employee's participation in such
medical and/or life insurance, as applicable, is prohibited for the remainder of
the time period described in the first sentence of this Section 12.3, the
monthly premium or premiums which had been payable by the Company with respect
to Employee for such discontinued medical and/or life insurance, as applicable.

        12.4 Employee may terminate the Employment without Good Reason at any
time by giving the Company thirty (30) days' advance written notice of such
termination. Upon Employee's termination of the Employment without Good Reason,
the Company shall have no further obligation to Employee under this Agreement by
way of compensation or otherwise (except for the obligations to (i) pay the base
salary component of the Compensation to which Employee may be entitled at the
time of such termination and (ii) provide the benefits required to be made
available under applicable law), but Employee's obligations under Sections 6
through 10, inclusive, shall continue after said termination of the Employment.

        12.5 The Employment will terminate immediately upon Employee's death. In
such event, the Company shall (i) pay to Employee's estate, in accordance with
the Company's customary payroll practices, the base salary and any dependents'
health benefits, if applicable, components of the Compensation until the earlier
to occur of (A) the last day of the term of this Agreement specified in Section
1.2 above or (B) the expiration of twelve (12) calendar months after the
effective date of such termination. Except for the payments expressly provided
in this Section 12.5, the Company shall have no further obligation to Employee's
estate under this Agreement by way of compensation or otherwise.

        12.6 The Company may terminate the Employment at any time if Employee
becomes Disabled (as defined below) by giving Employee thirty (30) days' advance
written notice of such termination. In the event that the Company terminates the
Employment because Employee has become Disabled, the Company shall (i) pay to
Employee, in accordance with the Company's customary payroll practices, the base
salary component of the Compensation and (ii) provide the same health and life
insurance benefits, in each case until the earliest to occur of (A) the last day
of the term of this Agreement specified in Section 1.2 above, (B) the expiration
of twelve (12) calendar months after the effective date of such termination of
the Employment, (C) the date upon which Employee becomes employed on a full-time
basis (including but not limited to self-employment, but only if Employee holds
himself out to the public as being a self-employed consultant or other
businessman), or (D) the date upon which Employee violates any of Sections 6
through 10, inclusive. If the Company's medical and/or life insurance plans do
not allow Employee's continued participation in such plan or plans during the
period described above, then the Company shall pay to Employee, in monthly
installments, from the date on which Employee's participation in such medical
and/or life insurance, as applicable, is prohibited for the remainder of the
time period described in the second sentence of this Section 12.6, the monthly
premium or premiums which had been payable by the Company with respect to
Employee for such discontinued medical and/or life insurance, as applicable.

        12.7 As used in this Agreement, the following terms shall have the
meanings indicated:

               (a) "Cause" shall mean an action or actions by Employee during
        the Employment (including but not limited to inactions) including:

                      (i) refusal or failure to carry out any reasonable
               direction from the Company;

                      (ii) a breach of the terms of this Agreement;



                                       5
<PAGE>

                      (iii) demonstrated negligence or misconduct in the
               execution of his assigned duties;

                      (iv) habitual non-performance or incompetent performance
               of his duties under this Agreement;

                      (v) conviction of a felony or other serious crime
               involving moral turpitude;

                      (vi) engaging in fraud, embezzlement or other illegal
               conduct;

                      (vii) a violation of any part of Sections 4 through 10,
               inclusive;

                      (viii) imparting Trade Secrets as defined in Section 7 of
               this Agreement to a third party, other than in the course of
               carrying out Employee's duties;

                      (ix) failure or refusal to materially perform his duties
               and responsibilities; or

                      (x) material violation of any written policy or procedure
               of the Company.

               (b) "Disabled" shall mean Employee's inability to perform the
        essential functions of his job under this Agreement either with or
        without reasonable accommodations, due to sickness, physical or mental
        impairment or injury for a period of six (6) consecutive months or for
        nine (9) months in any consecutive twelve (12) month period. In the
        event Employee disputes the Company's determination that he is Disabled,
        Employee shall give written notice of such dispute to the Company during
        the thirty (30) day notice period prior to the proposed effective date
        of such termination, and Employee and the Company shall thereupon each
        select, within thirty (30) days of such notice from Employee, a
        physician to evaluate whether Employee is Disabled. Such physicians
        shall complete their evaluation and report to the Board of Directors
        within thirty (30) days. If such physicians do not agree as to whether
        Employee is Disabled, they shall promptly select a third physician to
        further evaluate Employee, whose conclusion on such matter shall be
        rendered within ten (10) days of his or her selection and shall be final
        and binding on Employee and the Company.

               (c) "Good Reason" shall mean any of the following:

                      (i) the assignment to Employee of duties inconsistent with
               Employee's current position, duties, or responsibilities which is
               sufficient to constitute a diminution of status with the Company;

                      (ii) a reduction by the Company in the base salary
               component of the Compensation in effect on the date hereof or as
               the same may be increased from time to time during the term of
               this Agreement; and

                      (iii) any failure by the Company to obtain the assumption
               of this Agreement by any successor or assign of the Company, if
               such successor or assigns asserts the position that it is not
               bound by the provisions hereof.

               (d) "Change of Control" shall mean any of the following:

                      (i) any merger or consolidation in which the shares of the
               Company outstanding immediately prior to such merger or
               consolidation (or the securities into which they are converted by
               virtue of such merger or consolidation) do not represent at least
               fifty percent (50%) of the voting power of the surviving
               corporation or its parent;



                                       6
<PAGE>

                      (ii) any sale, lease or other transfer of all or
               substantially all of the assets of the Company; or

                      (iii) any transaction in which (A) the Company ceases to
               be a publicly traded company and (B) Steven S. Myers ceases to be
               the Chairman, President or Chief Executive Officer of the
               Company.

        12.8 The rights and remedies provided in this Section 12 shall
constitute the exclusive rights and remedies available to Employee relating to
or arising from the termination of the Employment, including claims for breach
of contract.

        12.9 No policies or procedures of the Company or benefits provided by
the Company, whether oral or written, express or implied, formal or informal,
are intended, nor shall they be construed to limit the right or ability of the
Company or Employee to terminate the Employment as set forth above. Except as
otherwise agreed in writing or as otherwise provided by this Agreement, upon
termination of the Employment, neither the Company nor Employee shall have any
further obligation to each other by way of compensation or otherwise.

        12.10 The Company will undertake commercially reasonable efforts to
require any successor or assign (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, to absolutely and unconditionally to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Company would be required to perform this Agreement if no such succession or
assignment had taken place. In any such event, the term "the Company" as used in
this Agreement shall mean any such successor or assign which executes and
delivers the assignment agreement provided for in the immediately preceding
sentence or which otherwise becomes bound by the terms and provisions of this
Agreement by operation of law.

13. Miscellaneous Provisions.

        13.1 In the event that any of the provisions of this Agreement shall be
held to be invalid or unenforceable, then all other provisions shall
nevertheless continue to be valid and enforceable as though the invalid or
unenforceable parts had not been included in this Agreement. In the event that
any provision relating to the time period of any restriction imposed by this
Agreement shall be declared by a court of competent jurisdiction to exceed the
maximum time period which such court deems reasonable and enforceable, then the
time period of restriction deemed reasonable and enforceable by the court shall
become and shall thereafter be the maximum time period.

        13.2 This Agreement shall be binding upon the heirs, executors,
administrators, and successors-in-interest of the parties hereto.

        13.3 This Agreement shall be construed and enforced according to the
laws of the State of California, excluding its choice of law rules.

        13.4 This Agreement supersedes all previous correspondence, promises,
representations, and agreements, if any, either written or oral, between the
Company and Employee. No provision of this Agreement may be modified except by a
writing signed by both the Company and Employee.

        13.5 All notices, demands, requests, consents, approvals or other
communications (collectively "Notices") required or permitted to be given
hereunder or which are given with respect to this Agreement shall be in writing
and shall be personally served or deposited in the United States mail,
registered or certified, return receipt requested, postage prepaid, addressed as
set forth below, or such other address as such party shall have specified most
recently by written notice. Notices shall be deemed given on the date of service
if personally served. Notices mailed as provided herein shall be deemed given on
the third business day following the date so mailed:


                                       7
<PAGE>

           To the Company:    SM&A
                              4695 MacArthur Court, Suite 800
                              Newport Beach, CA 92660
                              Attention: Chairman, Compensation Committee
                              Board of Directors

          with a copy to:     Riordan & McKinzie
                              600 Anton Boulevard, 18th Floor
                              Costa Mesa, CA 92626
                              Attention: James W. Loss, Esq.

          To Employee:        Bennett C. Beaudry

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

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

          with a copy to:
                              -------------------

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

                              -------------------
                              Attention:
                                        ---------

        13.6 Should any party institute any action or proceeding to enforce this
Agreement or any provision hereof, or for damages by reason of any alleged
breach of this Agreement or of any provision hereof, or for a declaration of
rights hereunder, the prevailing party in any such action or proceeding shall be
entitled to receive from the other party all costs and expenses, including
reasonable attorneys' fees, incurred by the prevailing party in connection with
such action or proceeding.

14. Survival. Notwithstanding any other provision of this Agreement, the
obligations of Employee pursuant to Sections 6, 7, 8, 9 and 10 of this Agreement
shall survive the termination of this Agreement.

15. Acknowledgment by Employee. Employee has carefully read and considered the
provisions of this Agreement and agrees that all of the above-stated
restrictions, obligations and promises are fair and reasonable and reasonably
required for the protection of the interests of the Company. Employee further
acknowledges that the goodwill and value of the Company is enhanced by these
provisions and that said enhancement is desired by Employee. Finally, Employee
indicates his acceptance of this Agreement by signing and returning the enclosed
copy of this Agreement where indicated below.

16. Counsel. The parties hereto have requested that counsel to the Company,
Riordan & McKinzie, prepare this Agreement and acknowledge that in so doing that
such counsel is acting on behalf of the Company. Employee acknowledges that
Riordan & McKinzie has previously served as and continues to serve as counsel to
the Company in other matters.


                  [remainder of page intentionally left blank]



                                       8
<PAGE>

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

                                        SM&A



                                        By:           /s/ Steven S. Myers
                                           -------------------------------------
                                               Steven S. Myers
                                               Chairman, President and
                                               Chief Executive Officer

                                            /s/ Bennett C. Beaudry  04 Oct 02
                                        ----------------------------------------
                                        Bennett C. Beaudry



                                       9

<PAGE>

                                    EXHIBIT A

                       COMPENSATION OF BENNETT C. BEAUDRY


        The following summarizes the compensation to which Bennett C. Beaudry
("Employee") shall be entitled under the terms of that certain Employment
Agreement dated October 4, 2002 by and between SM&A (the "Company") and Employee
(the "Agreement").

1. BASE SALARY. Employee's annual base salary for the first, second and third
years of the term of the Employment shall be $240,000, $270,000 and $300,000,
respectively, paid in accordance with the Company's standard payroll policies
for its executive officers (the "Base Salary").

2. INCENTIVE COMPENSATION. In addition to the Base Salary described above,
Employee will receive incentive compensation in the amount of 1.5% of the
Company's earnings before interest, taxes, depreciation and amortization charges
("EBITDA") for each calendar quarter. The incentive compensation to be received
for any calendar quarter shall be paid to employee within 45 days after the end
of that calendar quarter.

3. CASH BONUS IN EVENT OF CERTAIN TRANSACTIONS. If (i) a Change of Control (as
defined in the Agreement) (A) occurs on or prior to November 30, 2003 and
results in the payment to the Company or its shareholders of a purchase price
per share of common stock of the Company, calculated on a fully diluted basis (a
"PPPS Payment"), of at least $8.00 or (B) occurs after November 30, 2003 and on
or prior to June 1, 2005 and results in a PPPS Payment of at least $10.00, and
(ii) Employee remains employed by the Company or the entity that has purchased
the Company or one of its affiliates pursuant to the terms of the Agreement
until the earlier of (Y) the end of the 18th consecutive month immediately
following the Change of Control, or (Z) the date on which Employee is terminated
by such employer without Cause (as defined in the Agreement) (each, a "Bonus
Date"), Employee shall be entitled to receive a lump sum cash bonus equal to
$350,000, which amount shall be paid to Employee no later than 10 days after the
Bonus Date.

4. LEAVE CREDIT. During the Employment, and in addition to the Company observed
and posted holidays (normally 10 per year), Employee shall accrue paid leave at
a rate of 1.66 days per month (equaling a total of 20 days per year); provided,
however, that any such leave time, if not used, will be subject to the Company's
limitations on the maximum accrual; and, provided further, that Employee shall
use his best efforts to coordinate with the Chief Executive Officer of the
Company the dates upon which Employee shall use his aforesaid leave time so as
to minimize the negative impact upon the Company occasioned by Employee's
absence.

5. OTHER BENEFITS. Employee shall be entitled to participate in and receive
benefits under all profit-sharing plans, pension plans, group medical plans and
other benefit plans of the Company which the Company at any time maintains for
executive employees. In addition, the Company shall pay to Employee's landlord
the monthly rent of $1,525.00 due under the lease for Employee's apartment as
such rent becomes due.

6. BUSINESS EXPENDITURES. Employee will be reimbursed on a monthly basis for
reasonable expenses incurred in connection with promoting and conducting the
business of the Company; provided, however, that (i) Employee shall present
reasonable documentation establishing the amount, date, place and essential
character of such expenditures, and (ii) any request for the reimbursement of
monthly expenditures totaling more than $4,000 must be approved by two officers
of the Company, one of whom shall be the Company's Chief Executive Officer.



                                   Exhibit A
                                  Page 1 of 2

<PAGE>

7. OPTIONS. Subject to the execution of the Agreement, the Board of Directors
has approved the grant to Employee under the Company's Amended and Restated 1997
Stock Option Plan (i) on the Effective Date, a stock option to purchase up to
100,000 shares of Common Stock, (ii) on January 2, 2003, a stock option to
purchase up to 50,000 shares of Common Stock, and (iii) on each annual
anniversary of January 2, 2003 on which Employee continues to be employed by the
Company, a stock option to purchase up to 50,000 shares of Common Stock. The
exercise price of each stock option shall be equal to the fair market value of
the Common Stock on the date of grant and the options shall each vest (i.e.,
become exercisable) in sixteen equal quarterly installments, commencing on the
three-month anniversary of the date of grant. Such stock options shall be in the
form generally approved for grants to officers of the Company; provided,
however, that such stock options shall vest in full following a Change of
Control during the term of the Agreement.



                                   Exhibit A
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