Exhibit
      10.2






**EXECUTIVE
      EMPLOYMENT AGREEMENT**






THIS
      EXECUTIVE EMPLOYMENT AGREEMENT (this Agreement), dated July 1, 2007, is by
      and
      between NORTH PITTSBURGH TELEPHONE COMPANY, a Pennsylvania business corporation
      (hereinafter called “Employer”), and NORTH PITTSBURGH SYSTEMS, INC., a
      Pennsylvania corporation and the sole shareholder of Employer (“NPSI”), each
      having its principal office at 4008 Gibsonia Road, Gibsonia, Pennsylvania
      15044-9311, on the one hand, and N. WILLIAM BARTHLOW (hereinafter called
“Employee”), on the other hand.





WHEREAS,
      Employee is currently employed by Employer as an executive officer pursuant
      to
      the terms of an Amended and Restated Executive Employment Agreement dated as
      of
      April 19, 2002 as extended and amended by an Extension of Amended and Restated
      Executive Employment Agreement and Retention Payment Program, dated October
      29,
      2003, and a letter agreement dated in March 2002 between Employer and Employee
      pertaining to and headed “Retention Payment Program” (such Amended and Restated
      Executive Employment Agreement as so extended and amended, and such letter
      agreement headed “Retention Payment Program”, are hereinafter referred to
      collectively as the “Existing Agreement”);




WHEREAS,
      Employer believes that it is in the best interests of Employer, and Employee
      is
      willing to agree, that the employment arrangements between Employer and Employee
      be extended and otherwise amended as provided in this Agreement;




WHEREAS,
      Employee also is an executive officer of NPSI;




WHEREAS,
      retaining Employee’s skills and his experience with and understanding of the
      business and operations of NPSI and its subsidiaries would be extremely valuable
      to maximizing benefits for NPSI’s shareholders and NPSI’s subsidiaries’
customers and other constituencies;




WHEREAS,
      NPSI therefore wishes to encourage Employee to continue his employment with
      Employer and his services to NPSI and its other subsidiaries and deems it
      appropriate to compensate Employee for the benefits that Employee would help
      to
      achieve for NPSI’s shareholders and NPSI’s and its subsidiaries’
constituencies;




NOW,
      THEREFORE, for and in consideration of the mutual promises, agreements and
      covenants herein contained, the parties, intending to be legally bound, hereby
      agree as follows:




1.           Termination
      of Existing Agreement.  The Existing Agreement is hereby
      terminated, effective as of the date of this Agreement; provided,
however, that such termination shall neither affect any right of either
      Employer or Employee that arose prior to (including but not limited to any
      right
      based on facts or circumstances occurring prior to but becoming known to the
      party with such right only after) such termination of the Existing Agreement
      nor
      relieve either Employer or Employee of responsibility for satisfying or the
      consequences of having failed to satisfy any obligation under the Existing
      Agreement that under the Existing Agreement it or he was to satisfy prior to
      such termination of the Existing Agreement.


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2.           Employment.  Employer
      shall continue to employ Employee, and Employee accepts such continued
      employment by Employer, upon the terms and conditions of this
      Agreement.




3.           Term.  The
      term of employment under this Agreement (the “Term”) shall commence on the date
      of this Agreement and shall terminate at 5 p.m. on March 31, 2008.




4.           Fidelity
      Payment.  Employee and Employer each agrees and confirms that
      neither has any further obligation to the other with respect to any “Fidelity
      Payment” (as such term is used in the Existing Agreement).




5.           Compensation
      and Benefits.




(a)           By
      Employer.  For all services rendered by Employee hereunder, Employer
      shall (i) pay Employee a base annual salary, payable in equal monthly
      installments, one at the end of each monthly period, with the base annual salary
      presently in effect through December 31, 2007 being $255,800; (ii) include
      the
      Employee as a participant in the Employer’s salaried employees’ benefit programs
      and provide to Employee benefits under each such salaried employees’ benefit
      program that are no less favorable to Employee than the benefits that were
      provided to Employee under such benefit plan on May 31, 2007 (or would have
      been
      provided to Employee under such benefit plan as of May 31, 2007 if Employee
      had
      been employed by Employer and covered by such benefit plan on May 31, 2007),
      including but not limited to post retirement benefits; and (iii) provide
      Employee with the use of an automobile.  Use of the automobile shall
      be subject to such rules and limitations as Employer may establish from time
      to
      time.  Salary payments shall be subject to withholding and other
      applicable taxes.  All compensation payable under the Executive Bonus
      Plans referred to in subparagraph (c) immediately below shall be included in
      the
      calculation of Employee’s retirement benefits.  In addition to any
      other benefits that may apply to Employee, or that may be implemented during
      the
      term of this Agreement, Employer shall provide to Employee such additional
      life
      insurance on the life of Employee as shall be necessary to cause the aggregate
      of the life insurance provided by Employer on the life of Employee to equal
      not
      less than three and one-fourth (31⁄4) times Employee’s base salary, and the costs
      of all such life insurance aggregating three and one-fourth (31⁄4) times
      Employee’s base salary shall be borne 100% by Employer.




(b)           Annual
      Review of Base Salary.  Employer will review Employee’s base
      salary on at least an annual basis for the purpose of determining any increase
      which may be justified or merited.




(c)           Bonus
      Plan.  NPSI shall (and shall use its best efforts to cause its
      successors, if any, as the majority shareholder of Employer to) maintain an
      Executive Bonus Plan in effect throughout the Term and include Employee as
      a
      participant in each such Executive Bonus Plan; provided, however,
      that NPSI (and any such successor to NPSI) annually may modify or amend the
      targets and matrices on the basis of which bonuses are to be determined,
      calculated or awarded under any such Executive Bonus Plan, so long as such
      targets and matrices as so modified or amended are reasonably related to the
      reasonable expectations and goals of NPSI’s (or such successor’s) business for
      the relevant period.


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6.           Duties
      and Office.   Employee is serving, at the direction of Employer’s
      President and/or Board of Directors, as an executive officer of Employer with
      the title of Chief Operating Officer (and, at the direction of the Presidents
      and/or Boards of Directors of the respective corporations, as an executive
      officer of NPSI with the titles of Executive Vice President, Chief Operating
      Officer and Secretary, an executive officer of Pinnatech, Inc., a subsidiary
      of
      NPSI, with the title of President, and an executive officer of Penn Telecom,
      Inc, a subsidiary of NPSI, with the titles of Vice President – Marketing &
Service  and Secretary), and Employee’s duties in that capacity are as
      set forth in Schedule A attached hereto, with the understanding that Employee’s
      duties may from time to time be modified or expanded by Employer’s President
      and/or Board of Directors as the business interests of Employer may
      require.  It is expressly understood and agreed that Employer’s Board
      of Directors may elect or assign Employee to a different position having
      different responsibilities and duties than those set forth in such Schedule
      A
      and different compensation and benefits than those set forth in Paragraph 5
      hereof, provided that:




(a)           Prior
      to the occurrence of a Change of Control (as defined below), the different
      position to which Employee is so elected or assigned shall be an executive
      office with responsibilities and duties equal to or greater than those set
      forth
      in this Agreement and the Schedule A attached hereto; and




(b)           Upon
      and after the occurrence of a Change of Control, the limitations set forth
      in
      clause (a) immediately above shall not apply, and the different position to
      which Employee is then so elected or assigned may be a non-executive position
      with responsibilities and duties lesser than those set forth in this Agreement
      and the Schedule A attached hereto; and




provided,
      further, however, that in no event, whether before or after the
      occurrence of a Change of Control and regardless of any change in the position,
      responsibilities and/or duties of Employee hereunder, shall the compensation
      and
      benefits provided to Employee under this Agreement be less than those set forth
      in Paragraph 5 hereof.




For
      purposes of this Agreement, a
      Change of Control shall be deemed to have occurred in the event
      of:  (i) the acquisition, directly or indirectly, by any person
      or entity (other than NPSI), or persons or entities acting in concert (a
“group”), whether by purchase, merger, consolidation or otherwise, of voting
      power over that number of shares of the capital stock of either Employer or
      NPSI
      which, when combined with the existing voting power of such person, entity
      or
      group, aggregates voting power over such number of shares of the capital stock
      of Employer or NPSI as then has the right to cast fifty percent (50%) or more
      of
      the votes which all shareholders of Employer or NPSI would be entitled to cast
      in the election of directors of Employer or NPSI, respectively, under normal
      circumstances (that is, for example, without giving effect to any such voting
      rights of preferred shares existing by reason of a default in the payment of
      preferred dividends) and without giving effect to any elimination of voting
      rights of “control shares” (as defined in 15 Pa. C.S. Section 2562) pursuant to
      Subchapter G of Chapter 25 of the Pennsylvania Business Corporation Law of
      1988,
      as amended, or any successor or comparable statute (a “controlling interest”) or
      (ii) the sale, lease, exchange or other transfer (in one transaction or a
      series of related transactions) of all, or substantially all, of the assets
      of
      Employer or NPSI to a transferee or transferees other than NPSI, Employer,
      an
      entity of which a controlling interest is


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owned,
      directly or indirectly, by Employer or NPSI, or a person, entity or group which,
      prior to the sale, lease, exchange or other transfer of assets, owns, directly
      or indirectly, a controlling interest in Employer or NPSI.  All fringe
      and other employee benefits applicable to Employee which have a vesting schedule
      shall be deemed fully vested as of the date of a Change of Control.




7.           Exclusivity
      of Employment.  Employee agrees to work full-time and, except to
      the extent permitted otherwise pursuant to the following provisions of this
      Paragraph 7, exclusively for Employer, NPSI and NPSI’s other subsidiaries and
      devote his talents, skills, attention, best efforts and time during normal
      business hours and such other times as may be necessary, to the business and
      affairs of Employer, NPSI and NPSI’s other subsidiaries and to discharge the
      responsibilities assigned to him and to use his best efforts to perform
      faithfully and efficiently the responsibilities assigned to
      him.  Employee shall not during the term of this Agreement be engaged
      in any other employment without the consent of Employer.  Employee may
      (i) serve on civic or charitable boards or committees, (ii) perform volunteer
      work for any charitable, educational, civic or other nonprofit organization,
      including but not limited to youth sports teams and clubs, and (iii) participate
      in non-competing family-owned businesses, so long as such activities do not
      interfere with the performance of Employee’s job responsibilities under this
      Agreement.




8.           Non-solicitation
      of Employees or Customers.  Employee agrees that during his
      employment with Employer and continuing for fifteen (15) months thereafter,
      Employee shall not, directly or indirectly, for his own account or as an agent,
      servant or employee of any business or organization, engage, hire or offer
      to
      hire or entice away any then current officer, employee, agent or customer of
      Employer, NPSI or any of Employer’s or NPSI’s subsidiaries, joint ventures or
      related entities, or in any other manner persuade or attempt to persuade any
      then current officer, employee, agent or customer of Employer, NPSI or any
      of
      Employer’s or NPSI’s  subsidiaries, joint ventures or related entities
      to discontinue his or her relationship therewith for any reason.




9.           Confidential
      Information & Employer Materials.




(a)           Employee
      acknowledges that Employer has, through Employee and other key personnel,
      developed valuable confidential information such as, but not limited to, plans,
      diagrams, equipment specifications, business strategies, pricing methods,
      policies, resolutions, negotiations, customer/client lists, technical data,
      computer programs, algorithms and trade secrets relating to the business of
      Employer, NPSI or other subsidiaries of NPSI.  Confidential
      information includes information which is not generally known in the business
      conducted by Employer, NPSI or any of NPSI’s subsidiaries or affiliates, but
      does not include general skills, generally known knowledge and experience
      acquired by Employee during his employment with Employer.  Employee
      covenants and agrees not to disclose this confidential information outside
      Employer and expressly covenants and agrees (i) not to provide any such
      confidential information to any new employer of Employee and (ii) to use his
      best efforts both during and after his employment with Employer to prevent
      the
      dissemination of any such confidential information outside
      Employer.  Employee further covenants and agrees to use such
      confidential information exclusively for the benefit of Employer, NPSI and/or
      NPSI’s other subsidiaries and


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to
      make
      any new employer of Employee aware of Employee’s obligations under this
      Paragraph 9.




(b)           Any
      such confidential information developed by Employee, whether developed during,
      before or after the term of this Agreement, shall be the property of
      Employer.  Should Employer elect to apply for any patent, copyright or
      other right relating to any of the confidential information or to any
      development made by Employee on behalf of Employer, NPSI or any of NPSI’s other
      subsidiaries or affiliates during Employee’s employment with Employer or any of
      NPSI’s subsidiaries or affiliates (whether during or before the term of this
      Agreement), Employee shall, upon written request of Employer, assign and
      transfer to Employer (or such other entity or person as Employer shall direct)
      Employee’s entire right, title and interest therein.  Employee further
      agrees to assist Employer with the prosecution of any such application, whether
      such assistance is requested during or after the term of this
      Agreement.




(c)           All
      documents and materials of any nature pertaining to activities of Employer,
      NPSI
      or any of NPSI’s subsidiaries or affiliates, which are in Employee’s possession
      or control, including but not limited to memoranda, notebooks, notes, data
      sheets, papers, tapes and computer disks, and whether in writing or in any
      electronic or other recording medium, are and shall be the sole property of
      Employer, and each such item and all copies and reproductions of them shall
      be
      given to Employer upon Employee’s separation from employment with Employer and
      at any earlier time when requested by Employer.




10.           Expenses.  Employer
      shall reimburse Employee for all reasonable and necessary expenses incurred
      by
      Employee in carrying out Employee’s duties under this
      Agreement.  Employee shall present to Employer, on a monthly basis, an
      itemized account of such expenses in any form required by the
      Employer.




11.           Termination
      By Employee.  Employee may, with or without cause,
      terminate his employment with Employer by giving not less than thirty (30)
      days’
prior written notice to Employer.  Employee shall continue to render
      his services to Employer in accordance with this Agreement until the effective
      date of such termination unless Employer states otherwise, and Employee shall
      be
      paid his regular compensation to the date of termination.




12.           Termination
      of Employee by Employer.




(a)           Without
      Cause.  Employer shall have the right, without cause or stated
      reason, to terminate Employee’s employment at any time.




(b)           For
      “Just or Good Cause”.  Employer may terminate Employee’s
      employment at any time for “just or good cause.”  “Just or good cause”
may include, but is not limited to:




(i)
            Violation
                by Employee of any of the provisions of this Agreement (including
                but not
                limited to those set forth in Paragraphs 7, 8 and 9
                hereof);




(ii)
            Employee’s
                disloyalty, insubordination or dishonesty toward Employer or commission
                or
                conviction (whether that conviction be a consequence
                of


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plea,
                finding or verdict) of a felony or of any crime involving moral
                turpitude;




(iii)
            Employee’s
                persistent incompetence or persistent neglect of his assigned
                duties;




(iv)
              Employee’s
                    public actions which may damage the business interests
                    or image of Employer, NPSI or any of NPSI’s subsidiaries or affiliates;
                    or


(v)
            Employee’s
                actions in the workplace which violate Employer’s standards of employee
                conduct.




13.           Severance
      Compensation.




(a)           Termination
      by Employer Other Than for “Just or Good Cause”.  If prior to the
      expiration of Employee’s term of employment under this Agreement, Employer
      terminates Employee’s employment under this Agreement other than for “just or
      good cause”, then Employer shall be obligated to pay to Employee, within thirty
      (30) days after the date of such termination (or such longer period after such
      termination as then shall be prescribed by or advisable under Section 409A
      of
      the Internal Revenue Code (the “Code”) or the regulations promulgated
      thereunder), a severance amount equal to the aggregate of Employee’s annual base
      salary (at its level as of the date of termination) which would be payable
      to
      Employee for the balance of the present term of employment under this Agreement;
      provided, however, that in no event shall the severance amount to
      be paid Employee under this provision exceed two hundred and fifty percent
      (250%) of Employee’s annual base salary (at its level as of the date of such
      termination) or be less than one hundred twenty-five percent (125%) of such
      annual base salary.




(b)           Termination
      by Employer for “Just or Good Cause” or by Employee by Retirement or
      Resignation.  In the event of the termination of Employee’s
      employment by Employer for just or good cause (as described in Paragraph 12(b)
      above) or by Employee by his retirement or resignation, Employer shall have
      no
      obligation to pay Employee any severance amount described in this Paragraph
      13.




14.           Bona
      Fide Executive/High Policy Making Employee Retirement
      Program.  Employee acknowledges that he is presently a bona fide
      executive and/or high policy making employee of Employer and that he recognizes
      and has been informed that Employer may, at its discretion, require that
      Employee retire at the age of sixty-five (65) years or older if for the two
      (2)
      year period immediately before retirement Employee has remained employed in
      a
      bona fide executive or high policy making position and if at that time Employee
      is entitled to an immediate nonforfeitable annual retirement benefit from a
      pension, profit sharing savings, or deferred compensation plan, or any
      combination of such plans of Employer, which benefit equals in the aggregate
      at
      least $44,000 annually or such greater amount as may be set forth in the
      provisions of the federal Age Discrimination in Employment Act, as amended,
      which Act concerns mandatory retirement of bona fide executives or high policy
      makers.




15.           Death
      During Employment.  If Employee dies during the term of his
      employment hereunder, Employer shall pay to Employee’s estate the compensation
      that would otherwise be payable to Employee up to the end of the month in which
      his death occurs.


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16.           Interpretation.  This
      Agreement shall be construed in accordance with, and be governed by, the laws
      of
      the Commonwealth of Pennsylvania.




17.           Notices.  Any
      notice required or desired to be given under this Agreement shall be deemed
      given if in writing and sent by certified mail, return receipt requested, to
      Employee’s residence (if the notice is being given to Employee) or to Employer’s
      principal office, to the attention of the President (or, if Employee is the
      President, to the attention of the Chairman of the Board of Directors) of
      Employer (if the notice is being given to Employer); except
      that  Employer may deliver the written notice to the person of
      Employee in lieu of such mailing.




18.           Waiver
      of Breach.   Employer’s waiver of, or failure to act upon, a
      breach of any provision in this Agreement by Employee shall not operate or
      be
      construed as a waiver of any subsequent breach by Employee.  No waiver
      shall be valid unless in writing and signed by an authorized officer of
      Employer.




19.           Assignment.  
      Employee acknowledges that his services are unique and are personal to
      Employer.  Employee may not assign his rights or delegate his duties
      or obligations under this Agreement.  Employer’s rights and
      obligations under this Agreement shall inure to the benefit of, and shall be
      binding upon, Employer’s successors and assigns.  Employer shall
      provide to any person, entity or group that Employer is aware is likely to
      acquire a controlling interest in Employer or NPSI a copy of this Agreement,
      make that person/entity/group aware of the provisions of this Agreement and
      require that person/entity/group, as a condition of the acquisition, to
      acknowledge and agree to the provisions of this Agreement.




20.           Arbitration
      of Claims and Disputes.  Except to the extent expressly set forth
      to the contrary in the second paragraph of this Paragraph 20, no civil action
      concerning any dispute, controversy or claim between Employee and Employer
      or
      NPSI arising out of or in connection with this Agreement or out of Employee’s
      employment with or the termination of Employee’s employment with Employer or any
      affiliate of Employer shall be instituted before any court; all such disputes,
      controversies and claims shall instead be submitted to final and binding
      arbitration under the auspices of The American Arbitration Association in
      Pittsburgh, Pennsylvania.  Such arbitration shall be conducted in
      accordance with the rules, protocols and procedures of The American Arbitration
      Association.  Except to the extent expressly set forth to the contrary
      in the second paragraph of this Paragraph 20, this provision shall apply to
      any
      and all such disputes, controversies and claims, whether asserted by or against
      Employer or NPSI and/or against any employee, officer, alleged agent, director
      or affiliate of Employer or NPSI with regard to any matter arising out of or
      in
      connection with this Agreement or out of or in connection with Employee’s
      employment with or the termination of Employee’s employment with Employer or any
      affiliate of Employer, including, but not limited to, any claim relating to
      the
      purported validity, interpretation, enforceability or breach of Employer’s
      standards of Employee conduct or this Agreement and/or any other claim or
      controversy arising out of the employment relationship (or the nature of the
      relationship) or the commencement or termination of that relationship,
      including, but not limited to, claims for violation of law and/or for breach
      of
      covenant, breach of implied covenant of good faith and fair dealing, wrongful
      termination, breach of contract, and/or intentional infliction of emotional
      distress, defamation, breach of right of privacy, interference with the
      advantageous or contractual relations, conspiracy and/or other tort claims
      of
      any kind.  All costs and expenses of the arbitration, including but
      not limited to reasonable attorneys’ fees,


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shall
      be
      allocated among the parties according to the arbitrators’
discretion.  The arbitrators’ award resulting from such arbitration
      shall be final, binding and nonappealable and may be confirmed and entered
      as a
      final judgment in any court of competent jurisdiction and enforced
      accordingly.  Furthermore, the parties hereto expressly agree that,
      except to the extent expressly set forth to the contrary in the second paragraph
      of this Paragraph 20, proceeding to arbitration and obtaining an award
      thereunder shall be a condition precedent to the bringing or maintaining of
      any
      action in any court with respect to any dispute arising under or in connection
      with this Agreement.




The
      first
      paragraph of this Paragraph 20 shall not apply to any dispute, controversy
      or
      claim arising under any of Paragraphs 7, 8 and 9 of this
      Agreement.  This Paragraph 20 shall not give Employee the right to
      seek a stay or injunction of any Employer action pending resolution of a claim
      or dispute through arbitration.




21.           Entire
      Agreement.  This Agreement contains the entire understanding of
      the parties with respect to the subject matter hereof, and all prior
      understandings and previously executed employment agreements between Employer
      and/or NPSI, on the one hand, and Employee, on the other hand, if any,
      (including but not limited to the Existing Agreement) are hereby
      superceded.  This Agreement may not be changed orally but only by an
      agreement in writing signed by all the parties hereto.




22.           Headings.  The
      headings in this Agreement are for convenience only and shall not be deemed
      to
      or used to interpret or construe any provision of this Agreement.




23.           Counterparts.  This
      Agreement may be executed in two (2) or more counterparts, each of which shall
      be deemed an original but all of which together shall constitute one and the
      same instrument.




24.           Counsel.  Employee
      acknowledges that he has been provided with notice that he may review this
      Agreement with legal counsel of his choosing prior to
      signing.  Employee further acknowledges that Employee has had adequate
      time to exercise the opportunity to consult




[*Remainder
      of page intentionally left blank.*]


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with
      legal counsel of his choosing with regard to this Agreement and that he is
      entering into this Agreement after having had full opportunity to review its
      provisions.




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




NORTH
                PITTSBURGH TELEPHONE COMPANYBy
              /s/
                  H. R.
                  Brown
 Attest
                /s/
                    Matthew D.
                    Poleski(Seal)
 NORTH
                    PITTSBURGH SYSTEMS, INC.By
                  /s/
                      H. R. Brown
 Attest
                    /s/
                        Matthew D.
                        Poleski(Seal)
 (Employee)
                /s/
                    N. William
                    Barthlow
 Attest
                  /s/
                      Matthew D.
                      Poleski







**SCHEDULE
      A**




NOTE:  This
      Exhibit includes general responsibilities of the Officer position listed below.
      This description of responsibilities is not all-inclusive.





**RESPONSIBILITIES
      – Executive Vice President and Chief Operating Officer and
      Secretary**





1.
            Chief
                Operating Officer– Responsible for the operation of North Pittsburgh
                Telephone Company (“NPTC”) as directed by the Board of Directors of North
                Pittsburgh Systems, Inc. (“NPSI”) and NPTC’s President. Provide leadership
                and management to the Executive Vice President, Vice President –
                Regulatory Affairs, and to the Vice President – Operations of NPTC, giving
                direction and support in achieving NPTC’s goals and
                objectives.





2.
            Marketing–
                Responsible for the management and coordination of all marketing
                and
                advertising activities of NPSI and each of its subsidiaries, including
                NPTC, Penn Telecom, Inc. (“PTI”) and Pinnatech, Inc. (“Pinnatech”)
                Responsible also for investigating and directing the deployment of
                all
                products and services to meet customer demand for each of NPSI’s
                subsidiaries.





3.
            Strategic
                Planning– Evaluate information presented by strategic planning groups,
                analyze new business opportunities, and prepare for future business
                development, for NPSI and each of its
                subsidiaries.





4.
            Pinnatech/Nauticom–
                Serve as President of Pinnatech and in that role be responsible for
                operation of Pinnatech’s personnel, sales, training, advertising, and
                profit and loss, and provide direction for business expansion and
                customer
                satisfaction.





5.
            Salary
                Committee & Employee Union– Participate as Chief Negotiator in all
                union negotiations and grievance procedures involving NPSI or any
                of its
                subsidiaries, including NPTC and Pinnatech. Serve on the Salary Committees
                of NPSI and its subsidiaries, which committees review management
                employees’ evaluations, establish wage schedules and evaluate management
                wage increases.





6.
            Secretary/Board
                of Directors– Serve as Secretary of, and attend and be responsible for
                preparing minutes of the meetings of the Boards of Directors of,
                NPSI,
                NPTC and PTI. Make financial and operational reports at meetings
                of NPSI’s
                and its subsidiaries’ Boards of Director meetings as
                requested.





7.
            Administrative
                Duties– Perform all administrative duties, such as hire, train and
                motivate the departmental workforce, for the marketing and service
                departments of NPSI and its subsidiaries. Conduct salary and performance
                reviews of employees in these departments. Administer departmental
                budgets
                for these departments. Communicate to staff and direct efforts to
                achieving all goals of NPSI and its
                subsidiaries.


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Note:  Although
      the employee is a full-time employee of NPTC, the time and expenses incurred
      in
      the employee’s providing services to NPSI or any of NPSI’s subsidiaries other
      than NPTC, as contemplated above, will be allocated to and charged against
      the
      account of NPSI or such other subsidiary of NPSI.