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                                                                   Exhibit 10.16


                   STATIA SALARIED EMPLOYEE SEVERANCE PAY PLAN
                     (As Adopted Effective August 29, 2001)

1.       PURPOSE AND SCOPE

         The Statia Salaried Employee Severance Pay Plan (the "Plan") was
adopted by Statia Terminals Group N.V. (the "Company") effective August 29,
2001, for the purpose of promoting the interests of the Company, its
Participating Subsidiaries, and Company's shareholders, by attracting and
retaining Salaried Employees of the Company through assurances of continued
compensation and benefits when their employment is terminated due to certain
circumstances beyond their control within two years following a Change in
Control (each preceding term having initial capitalization shall have the
meaning set forth hereinafter). The Plan as set forth below describes which
employees are eligible, the computation and amount of benefits that will be paid
under the Plan, the manner and time of payment, and Plan procedures and
administration. THIS PLAN IS IN LIEU OF, SUPERSEDES AND CANCELS ALL PRIOR
PRACTICE, GUIDELINES, PLANS AND STANDARDS REGARDING THE PAYMENT BY THE COMPANY
OR ANY PARTICIPATING SUBSIDIARY OF ANY TERMINATION BENEFITS, TERMINATION PAY, OR
SEVERANCE PAY UPON TERMINATION OF EMPLOYMENT AND IS THE EXCLUSIVE MEANS BY WHICH
SALARIED EMPLOYEES MAY BE ENTITLED TO RECEIVE SUCH BENEFITS (OTHER THAN UNDER
SUCH OTHER PROGRAM AS MAY BE ADOPTED BY THE COMPANY ON OR AFTER AUGUST 29, 2001,
OR AS OTHERWISE PROVIDED HEREIN).

2.       DEFINITION OF IMPORTANT TERMS USED IN THIS PLAN

         (a) "Change in Control" shall mean the occurrence at any time of any of
the following events with respect to the Company:

                  (i) Castle Harlan Partners II L.P. and its subsidiaries and
         their partners ("CHP") cease to own or control at least fifty percent
         (50%) of the aggregate number of the Company's outstanding class A
         common shares and class B subordinated shares owned or controlled,
         directly or indirectly, by such Persons as of August 29, 2001; PROVIDED
         HOWEVER, that the foregoing to the contrary notwithstanding, in no
         event shall any Change in Control be deemed to occur, for purposes of
         this Plan, as the direct or indirect result of (1) a public
         distribution of any such Company shares owned by CHP (including any
         distribution of such shares to the partners of Castle Harlan Partners
         II L.P.), or (2) a sale or other distribution to any Competing Entity,
         in one or more transactions, by CHP of not more than seven percent (7%)
         of the aggregate number of the Company's outstanding class A common
         shares and class B subordinated shares (PROVIDED HOWEVER, that a sale
         or distribution of more than seven percent (7%) of such shares to a
         Competing Entity will be deemed to be a Change in Control); or

                  (ii) The liquidation or dissolution of the Company or the sale
         or other disposition in one of a series of related transactions of all
         or substantially all of the assets or business of the Company or a
         Material Participating Subsidiary.

         (b) "Committee" means the Compensation Committee of the Board of
Directors of Company.

         (c) "Company" means Statia Terminals Group N.V., a Netherlands Antilles
corporation.


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         (d) "Competing Entity" shall mean any person, corporation, partnership,
trust, foundation, or other entity which presently or hereafter during the term
hereof is materially engaged in the business of the Company or its subsidiaries;
PROVIDED, HOWEVER, that "Competing Entity" shall not include Petroterminal de
Panama S.A.

         (e) "Material Participating Subsidiary" means Statia Terminals N.V.;
Statia Laboratory Services N.V.; or Statia Terminals Canada, Incorporated.

         (f) "Participating Subsidiaries" means each subsidiary of Company which
is a member of such Company's "controlled Company of corporations", as defined
in Section 414(b) of the Internal Revenue Code of 1986, as amended.

         (g) "Personal Account" means any account maintained by the Company or a
Participating Subsidiary for the individual record-keeping of credits and debits
of expenses incurred by, and advances and reimbursements made to, a Salaried
Employee for business-related expenses incurred in the course of employment on
behalf of the Company or such Participating Subsidiary.

         (h) "Plan Administrator" means the Committee, or any subcommittee or
individual to whom the Committee has delegated the authority to serve as such
under its supervision and direction. In this regard, the Committee has appointed
as Plan Administrator, James F. Brenner, Vice President - Finance of Statia
Terminals, Inc., his successor, or any other person designated as having such
position by the Committee.

         (i) "Salary" means a Salaried Employee's regular gross rate of base
salary, determined as a weekly amount, in effect as of the date immediately
prior to the effective date of the Salaried Employee's termination of employment
with the Company or a Participating Subsidiary, as applicable, excluding
overtime pay, bonuses, incentive pay, and any other special forms of allowances
or compensation paid or payable to such Salaried Employee.

         (j) "Salaried Employee" means an employee of the Company or a
Participating Subsidiary immediately prior to a Change in Control who satisfies
all of the following conditions: (i) such employee's duties are primarily
managerial, administrative or professional in nature, whether exempt from
overtime pay or not; (ii) such employee's duties are not subject to seasonal or
other temporary or periodic breaks in service; (iii) such employee's normal form
of compensation is a fixed base amount per pay period of one (1) week or more,
including for periods not worked such as vacation or holidays; (iv) permanent
and comprehensive personnel records are maintained for such employee; (v) the
employee's terms and conditions of employment are not governed by the terms of a
collective bargaining agreement; (vi) the payment of wages for such employee is
administered by and from that payroll unit or system within the Company or a
Participating Subsidiary customarily referred to as the "salaried payroll";
(vii) he or she has been such an employee for at least thirty (30) days; and
(viii) such employee does not have a written agreement with the Company or a
Participating Subsidiary which provides for continuation of employment,
severance or specified damages in the event of termination of employment
following a Change in Control.

         (k) "Service" means a Salaried Employee's period of employment by the
Company, or by a Participating Subsidiary, as may be adjusted for approved
leaves of absence, including employment by any prior or predecessor company as
to which service credit has been granted pursuant to the policy of the Company
or a Participating Subsidiary.




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         (l) "Severance" means any permanent termination of employment of a
Salaried Employee within a two (2) year period following a Change in Control,
except that Severance specifically does not include the following:

                  (i) Retirement, both normal and early, elected by a Salaried
         Employee prior to a termination of employment otherwise qualifying as
         Severance or prior to being given notice of impending termination of
         employment otherwise qualifying as Severance, or pursuant to an
         election under any special program of retirement incentive offered by
         the Company or a Participating Subsidiary prior to any notice of
         impending termination of employment otherwise qualifying as Severance;

                  (ii) Approved leaves of absence made at the request of the
         employee given the leave;

                  (iii) Termination for willful and material actions causing
         direct and substantial damage to the Company or a Participating
         Subsidiary;

                  (iv) Voluntary resignation; except that this clause (iv) shall
         not apply in the case of resignation by a Salaried Employee following
         reassignment to a job which is not comparable in terms of compensation
         and benefits to the job such employee held immediately prior to a
         Change in Control, or following reassignment to a work location which
         is more than 100 miles in distance from the work location to which such
         employee was assigned immediately prior to a Change in Control;

                  (v) Termination of employment from the Company or any
         Participating Subsidiary as a result of a sale or other disposition by
         the Company or such Participating Subsidiary of a division or
         permanently established operating facility of any such entity, or of
         all or substantially all of the assets of such entity, division or
         facility, where employment is offered an employee so terminated by the
         purchaser or transferee of any such division, facility or assets;
         EXCEPT THAT this clause (v) shall not apply in the case of resignation
         by a Salaried Employee following employment or offer of employment in a
         job which is not comparable in terms of compensation and benefits to
         the job such employee held immediately prior to a Change in Control, or
         following reassignment to a work location which is more than 100 miles
         in distance from the work location to which such employee was assigned
         immediately prior to a Change in Control; or

                  (vi) Termination of employment due to death or to disability
         which qualifies for benefits either under the Company's or a
         Participating Subsidiary's long term disability plan, or a similar plan
         of benefits for long-term disability sponsored or participated in by
         the Company or any Participating Subsidiary, or pursuant to worker's
         compensation or similar worker's protection law for employment-related
         accident or injury.

3.       ELIGIBILITY

         Any Salaried Employee who is normally scheduled to work, and is
working, at least twenty (20) hours per week on the date of termination of
employment with the Company or a Participating Subsidiary, and who is terminated
from employment under circumstances which qualify as Severance, shall be
eligible to receive Severance Pay, under the circumstances provided below. This
Plan shall not in any way apply:




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         (a) To any Salaried Employee having a written agreement with the
Company or any Participating Subsidiary which provides a severance payment to
such Salaried Employee, except to the extent this Plan provides Severance Pay or
benefits pursuant to Section 8 hereof which are greater or more favorable than
the severance payments or benefits under such agreement; or

         (b) Where any applicable law requires that the Company or a
Participating Subsidiary pay a severance benefit greater than, or different in
kind than, the Severance Pay under this Plan; provided however, that the Plan
Administrator may make a determination to pay or provide some benefit pursuant
to this Plan in order to prevent a Salaried Employee from being treated in an
inequitable manner.

4.       AMOUNT OF SEVERANCE PAY PAYABLE

         A Salaried Employee who immediately prior to the Change in Control was
classified by the Company or a Participating Subsidiary for salary
administration purposes in salary grades 1 through 22 (and who has not
subsequently been promoted into a grade 23 or better), and whose termination of
employment qualifies as Severance, shall upon termination receive a cash
severance payment ("Severance Pay") equal in value to the sum of the Salaried
Employee's Salary multiplied by the number of weeks of severance pay ("Weeks of
Severance Pay") that corresponds to the Salaried Employee's severance points
("Severance Points"), in accordance with the following schedule:

                                                                 Weeks of
             Severance Points                                  Severance Pay
             ----------------                                  -------------

                0 - 99.99                                        13 weeks
               100 - 199.99                                      26 weeks
               200 - 299.99                                      39 weeks
              300 and above                                      52 weeks


For these purposes, a Salaried Employee's Severance Points are calculated by
multiplying the Salaried Employee's salary grade by his or her years of Service
(with partial years of Service determined to the nearest one tenth of a year by
dividing the Salaried Employee's days of Service during such partial year by
365).

5.       OFFSET TO SEVERANCE PAY; EFFECT OF PAYMENT OF SEVERANCE PAY

         Severance Pay payable to a terminated Salaried Employee shall be
subject to offset by any negative balance in the terminated employee's Personal
Account, if any, which, as determined by the responsible manager or supervisor
of such Salaried Employee, will not be eliminated by credits for expense reports
or other credits not yet included in such balance.

         Regardless of the time, manner or amount of any Severance Pay paid
under this Plan, no Severance Pay shall be counted or credited as salary,
compensation, or for any other purpose under any other plan or program of the
Company or Participating Subsidiary, or in the calculation of bonuses,
commissions, or any other form of compensation, whether current or deferred.




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6.       PAYMENT OF BENEFITS

         (a) Payment of Severance Pay shall be made by separate check in one
lump sum within five (5) business days of the date of the employee's
termination; PROVIDED, HOWEVER, that, notwithstanding any other provisions of
the Plan to the contrary, as a condition precedent to entitlement to Severance
Pay, a Salaried Employee must execute a separation agreement and release of all
claims, causes of action, or the like that the Salaried Employee has or may have
in the future against the Company or any Participating Subsidiary and their
respective affiliates, successors, directors, officers, employees and agents or
anyone else connected with the Company and/or any Participating Subsidiary,
substantially in the form of SCHEDULE A attached hereto (the "Separation
Agreement and Release"), and the Separation Agreement and Release shall have
become effective.

         (b) Payment of Severance Pay shall be net of any appropriate and
applicable taxes or other required or employee-authorized deductions.

         (c) Notwithstanding any other provision of the Plan to the contrary, no
cash Severance Pay awarded pursuant to the Plan shall exceed, in the aggregate,
the amount equal to twice a Salaried Employee's "annual compensation." "Annual
compensation" for this purpose means the total of all compensation, including
wages, salary, and any other benefit of monetary value, whether paid in the form
of cash or otherwise, which was paid as consideration for the Salaried
Employee's service during the year immediately preceding termination of the
Salaried Employee's employment with the Company or a Participating Subsidiary,
or which would have been so paid at the Salaried Employee's usual rate of
compensation if the Salaried Employee had worked a full year.

         (d) Notwithstanding any other provision of the Plan to the contrary, if
a Salaried Employee terminates employment with the Company or a Participating
Subsidiary, receives Severance Pay under Section 6(a) of the Plan as a result of
such termination, and is later re-employed by the Company or a Participating
Subsidiary, then such Salaried Employee shall owe the Company or a Participating
Subsidiary, as applicable, a portion of the cash Severance Pay theretofore paid
to such Salaried Employee prior to commencement of such re-employment,
determined as follows: Seventy-five percent (75%) of the product of such prior
cash Severance Pay payment multiplied by a fraction, the numerator of which is
the difference between the Salaried Employee's Weeks of Severance Pay and the
number of full calendar weeks elapsing between the date of his or her Severance
and the date of his or her re-employment by the Company or a Participating
Subsidiary, and the denominator of which is such Salaried Employee's Weeks of
Severance Pay.

7.       SOURCE OF BENEFIT PAYMENTS

         All payments of benefits under this Plan shall be made from the general
assets of the Company or, as applicable, the Participating Subsidiary employing
the Salaried Employee receiving such benefits. No specific assets nor any
specific amounts of assets have been designated or set aside in any manner,
whether in trust or otherwise, for the payment of such benefits. No employee or
former employee shall have any right to or interest in any particular assets of
the Company or any Participating Subsidiary upon termination of employment.
Neither the Committee, the respective members of the Committee, nor the Plan
Administrator shall in any manner or in any circumstances be personally liable
either in whole or in part for the payment of any benefits under this Plan.




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8.       CONTINUATION OF WELFARE BENEFITS

         A Salaried Employee who is entitled to Severance Pay shall also be
entitled to continued eligibility for medical/dental insurance (to the same
extent as such insurance has been elected by the Salaried Employee prior to
termination), life insurance, supplemental life insurance (if such insurance has
been elected by the employee prior to termination) and long term disability
insurance (in each case, if and to the extent any such benefits are provided by
the Company or a Participating Subsidiary to similarly situated active
employees) at active employee contribution rates for a period in duration equal
to the Salaried Employee's Weeks of Severance Pay following his or her
Severance, as if the Salaried Employee was an active employee of the Company or
a Participating Subsidiary throughout such period (the "Benefit Extension
Period"); PROVIDED, HOWEVER, that if any such benefit is not available to the
terminated employee under applicable law or the terms of any applicable plan,
program or arrangement because such terminated employee is not an employee, or
otherwise, then the Company or a Participating Subsidiary will make other
arrangements to provide an economic equivalent of such benefits (E.G., a
lump-sum cash payment equal to the value of such benefits). Any period of
"continuation coverage," within the meaning of Section 601, ET SEQ., of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and
Section 4980B of the Internal Revenue Code of 1986, as amended ("COBRA"), to
which a Participant may be entitled under the Company's or a Participating
Subsidiary's "group health plan," within the meaning of COBRA, shall commence at
the earlier of (a) the conclusion of the Benefit Extension Period, or (b) the
occurrence of any event that causes the Salaried Employee, or the spouse or a
dependent child of the Salaried Employee to lose coverage (I.E., to cease to be
covered under the same terms and conditions as in effect immediately before the
Salaried Employee's Severance) under such group health plan.

9.       ADMINISTRATION OF THE PLAN

         (a) The Plan shall be administered by the Plan Administrator. The Plan
Administrator shall have all powers necessary and/or appropriate to administer
and carry out the provisions of the Plan. The Plan Administrator may delegate
any of the Plan Administrator's administrative duties, including, without
limitation, duties with respect to the processing, review, investigation,
approval, and payment of Severance Pay, to any Company official. All
determinations, decisions, interpretations and actions by the Committee or the
Plan Administrator with respect to the Plan shall be final, binding and
conclusive on any employee or former employee of the Company or any
Participating Subsidiary or any successor in interest of either and as to all
other persons.

         (b) The Plan Administrator shall determine the rights of any employee
or former employee of the Company or any Participating Subsidiary to any
Severance Pay hereunder. The Plan Administrator has the sole and absolute power,
authority and discretion to interpret the Plan, determine all questions arising
in the administration, interpretation and application of the Plan, including the
powers to apply the provisions of the Plan to particular circumstances, make all
factual and legal determinations, interpret and construe uncertain or disputed
terms of the Plan and decide all questions relating to an individual's
eligibility to participate in the Plan and/or eligibility for Severance Pay or
other benefits and the amounts and timing of any payment or provision thereof
(including, without limitation, determining whether any Severance of a Salaried
Employee has occurred), in each case, in such manner and to such extent as the
Plan Administrator in its sole discretion may determine. The Plan Administrator
may correct any defect, supply any omission or reconcile any inconsistency in
the Plan in such manner and to such extent as the Plan Administrator shall deem
necessary or appropriate to carry out the purposes of the Plan.




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<PAGE>

         (c) (i) Any employee or former employee of the Company or a
         Participating Subsidiary, as applicable, who believes that he or she is
         entitled to receive Severance Pay, including Severance Pay other than
         that initially determined by the Plan Administrator, may file a claim
         in writing with the Plan Administrator. Within a reasonable period of
         time, but no later than ninety (90) days after the receipt of the
         claim, the Plan Administrator shall either allow or deny the claim in
         writing, unless special circumstances require an extension of time for
         processing the claim. The Plan Administrator must notify the claimant
         in writing indicating the special circumstances requiring an extension
         of time and the date by which the Plan expects to render the decision.
         Such extension may not exceed ninety (90) days from the end of the
         initial 90-day period.

                  (ii) A denial of a claim, in whole or in part, shall be
         written in a manner calculated to be understood by the claimant and
         shall include:

                           (1)      the specific reason or reasons for the
                                    denial;

                           (2)      specific reference to pertinent Plan
                                    provisions on which the denial is based;

                           (3)      a description of any additional material or
                                    information necessary for the claimant to
                                    perfect the claim and an explanation of why
                                    such material or information is necessary;
                                    and

                           (4)      a description of the Plan's review
                                    procedures and the applicable time limits of
                                    such procedures, including a statement of
                                    the claimant's right to bring a civil action
                                    under section 502(a) of ERISA following the
                                    denial of a decision on review.

                  (iii) A claimant whose claim is denied (or his or her duly
         authorized representative) may within sixty (60) days after receipt of
         the denial of his or her claim:

                           (1)      request a review upon written application to
                                    the Plan Administrator or its designee;

                           (2)      submit written comments, documents, records,
                                    and other information relating to the claim;

                           (3)      be provided, upon request and free of
                                    charge, reasonable access to, and copies of,
                                    all documents, records, and other
                                    information relevant to the claim; and

                           (4)      have a review that takes into account all
                                    comments, documents, records, and other
                                    information submitted by the claimant
                                    relating to the claim, without regard to
                                    whether such information was submitted or
                                    considered in the initial benefit
                                    determination.

                  (iv) The Plan Administrator, or its designee, shall notify the
         claimant of the Plan Administrator's or its designee's decision on
         review within a reasonable period of time, but no later than sixty (60)
         days, after receipt of a request for review unless special
         circumstances




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<PAGE>

         require an extension of time for processing, in which case a decision
         shall be rendered as soon as possible, but not later than 120 days
         after receipt of a request for review. The Plan Administrator must
         notify the claimant in writing indicating the special circumstances
         requiring the extension of time and the date by which the Plan expects
         to render the decision on review of the extension. Notice of the
         decision on review shall be in writing and shall set forth, in a manner
         calculated to be understood by the claimant:

                           (1)      the specific reason or reasons for the
                                    denial;

                           (2)      reference to specific Plan provisions on
                                    which the denial is based;

                           (3)      a statement that the claimant is entitled to
                                    receive, upon request and free of charge,
                                    reasonable access to, and copies of, all
                                    documents, records, and other information
                                    relevant to the claimant's claim for
                                    benefits; and

                           (4)      a statement of the claimant's right to bring
                                    an action under section 502(a) of ERISA.

         The Plan Administrator's decision on review shall be final and binding
         on any claimant or any successor in interest.

10.      AMENDING THE PLAN

         The Company may, by adoption of a resolution of its Board of Directors,
amend or terminate the Plan; provided that in no event shall the Plan be amended
or terminated during the two year period following a Change in Control in a
manner which would reduce Severance Pay, the Benefit Extension Period, or other
benefits under this Plan to any covered Salaried Employee.

11.      SUCCESSORS

         The Plan shall be binding upon any successor of the Company or a
Participating Subsidiary, whether by merger, consolidation or sale of all or
substantially all of the Company's or such Participating Subsidiary's assets, or
otherwise.

12.      OTHER PROVISIONS

         Nothing contained in the Plan or done pursuant to the Plan shall be
construed as a contract of employment between the Company or any Participating
Subsidiary and any employee, or as creating a right on the part of any employee
to be continued in the employment of the Company or any Participating
Subsidiary, or as a limitation of the right of the Company or any Participating
Subsidiary to discharge any employee with or without cause, or with or without
notice.

         Neither the Committee, the respective members of the Committee, nor the
Plan Administrator shall be liable for any act or omission in the administration
of the Plan, except as otherwise provided by law.




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13.      CHOICE OF LAW

         The Plan shall be construed and governed under the laws of the State of
Florida, except to the extent that Federal law is applicable.






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                                                                      SCHEDULE A

                              [EMPLOYER LETTERHEAD]
                                                           ------------- --, ---


                        SEPARATION AGREEMENT AND RELEASE

Dear ______________:

         This letter (hereinafter, this "Letter Agreement") will confirm the
terms related to your termination of employment with [INSERT NAME OF APPLICABLE
EMPLOYER] (the "Company").

1.       Effective as of _________ __, ____ (your "Termination Date"), your
         employment with the Company will terminate. Your Termination Date shall
         constitute the effective date of your "Severance," for purposes of the
         Statia Salaried Employee Severance Pay Plan (the "Severance Plan").

2.       Following your Termination Date, you will receive severance benefits
         pursuant to the terms of the Severance Plan (your "Severance Pay"),
         PROVIDED that you have signed this letter, and the other terms and
         conditions of the Severance Plan have been satisfied.

3.       You acknowledge that the amount of your Severance Pay is more than you
         would ordinarily be entitled to receive as severance benefits if you
         were not a participant in the Severance Plan.

4.       It is also understood that, in exchange for your Severance Pay, you
         release and waive all claims, causes of action or the like that you,
         your heirs, executors, administrators, and assigns have or may have in
         the future against Statia Terminals Group N.V and its subsidiaries, or
         any of their respective successors, affiliates, directors, officers,
         employees and agents, or anyone else connected with any of the
         foregoing, with respect to all matters of your employment and/or
         separation from employment with the Company, including, but not limited
         to, all claims related to severance, notice of termination, the payment
         of salary and all allegations, claims, and violations arising under the
         following, in each case as amended: the Age Discrimination in
         Employment Act of 1967, as amended by the Older Workers Benefit
         Protection Act of 1990; Title VII of the Civil Rights Act of 1964; the
         Civil Rights Act of 1991; the Equal Pay Act of 1963; the Americans with
         Disabilities Act of 1990; the Family and Medical Leave Act of 1993; the
         Civil Rights Act of 1866; the Worker Adjustment and Retraining
         Notification Act; the Employee Retirement Income Security Act of 1974
         (except any valid claim to recover vested benefits, if applicable); any
         applicable Executive Order Programs; the Fair Labor Standards Act of
         1938; and their state or local counterparts, including without
         limitation __________________(1) or any other Federal, state or local
         statute or ordinance, or under any public policy, contract or tort,
         under common law; for wrongful discharge; or arising under any
         practices or procedures of the Company; or any claim for breach of
         contract, infliction of emotional distress, defamation, or any claim
         for costs, fees or other expenses, including attorneys fees, incurred
         in these matters. This release and waiver does not waive or release any
         rights or claims that you may have which arise after the date you
         execute this Letter Agreement.


--------
(1)      Reference applicable state or local laws depending upon where
         Participant works.



<PAGE>

5.       Because the information in this Letter Agreement is confidential, it is
         agreed that you will not disclose the terms of this Letter Agreement to
         anyone, except that you may disclose the terms of this Letter Agreement
         to your spouse, your attorney, your accountant and to the extent
         required by a valid court order or by law.

6.       It is mutually agreed that this Letter Agreement sets forth the entire
         understanding between you and the Company relating to the subject
         matter of this Letter Agreement and that no employee or other agent of
         the Company has made any oral or written promises to you that are not
         fully and accurately set forth in this Letter Agreement.

7.       You will have seven (7) days following the execution of this Letter
         Agreement to revoke this Letter Agreement, and this Letter Agreement
         shall not become effective or enforceable until such revocation period
         has expired. No Severance Pay will be paid or provided until after such
         seven (7) day revocation period has expired and this Letter Agreement
         has become effective. If this Letter Agreement is revoked by you then
         you shall forfeit all of your Severance Pay, and the Company shall not
         be required to provide any such payments, benefits or other
         consideration.

8.       You know and understand the contents of this Letter Agreement and its
         binding effect, and have been afforded the opportunity to review its
         terms with an attorney prior to execution. You voluntarily and
         knowingly agree to the terms of this Letter Agreement, which shall be
         interpreted under the laws of the State of ___________.(2)

9.       You acknowledge that you have been advised that you have at least
         twenty-one (21) days to consider this Letter Agreement.(3) In the event
         that you execute this Letter Agreement prior to the expiration of the
         21-day period, you hereby waive the balance of said period. If the
         terms of this Letter Agreement are acceptable to you, please sign the
         enclosed copy of this Letter Agreement and return to the undersigned.

         If the terms of this Letter Agreement are acceptable to you, please
sign the enclosed copy of this Letter Agreement and return to the undersigned.

                                       [INSERT NAME OF APPLICABLE EMPLOYER]


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:


Agreed and accepted        on this
___ day of _________ ___ by



------------------------.


                         (L.S)
------------------------

---------------
(2)      Reference applicable state in which Salaried Employee works.

(3)      Forty-five day period may instead be required if termination applies to
         several individuals; counsel should be consulted in such situations.




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