THIS AGREEMENT is made      1st day of   August, 1997 ("the
          Effective Date") by and between INTERNATIONAL MUREX TECHNOLOGIES
          CORPORATION, incorporated under the laws of the Province of
          British Columbia (the "Company"), and F MICHAEL P WARREN
          ("Executive").

          WHEREAS, the Company and Executive previously entered into an
          Employment Agreement dated January 1, 1992; and

          WHEREAS, the term of the employment relationship created by such
          Employment Agreement has not expired; and

          WHEREAS, the Company and Executive desire to amend and restate
          the terms and conditions of their employment relationship as it
          relates to the period subsequent to 1 August, 1997.

          NOW THEREFORE, in consideration of the foregoing and the mutual
          agreements contained herein, the Company and the Executive agree
          as follows:

          1.     Employment
                 ----------

                 The Company hereby employs Executive, and Executive
                 accepts such employment and agrees to perform services for
                 the Company, for the period and upon the other terms and
                 conditions set forth in this Agreement.

          2.     Term
                 ----

                 The initial term of Executive's employment hereunder shall
                 be for a period of three (3) years, commencing as of 1
                 August 1997 (the "Commencement Date") subject to earlier
                 termination as hereinafter specified in Section 8.  At
                 each anniversary date of the Commencement Date (each a
                 "Renewal Date"), the then remaining term of this Agreement
                 shall be extended for an additional one year period in
                 addition to the then remaining term unless either party
                 hereto shall have provided written notice to the other
                 party of such non-renewal of this Agreement on or within
                 three (3) months before such Renewal Date.  In the event
                 that either party shall provide the other party with
                 written notice of non-renewal of this Agreement, this
                 Agreement shall not be extended as of any subsequent
                 Renewal Date but shall remain effective in accordance with
                 its terms (subject to termination in accordance with
                 Section 8 hereof) until the end of the then current term
                 of this Agreement.  A non-renewal of this Agreement in
                 accordance with this Section 2 shall not constitute a
                 termination of this Agreement for the purpose of Sections
                 5 or 8.

          3.     Position and Duties  
                 -------------------

          3.1    Service with the Company. During the Term of this
                 Agreement, Executive shall serve in such position as
                 Executive and the Board of Directors shall from time to
                 time agree.  In such position, Executive agrees to perform
                 such executive employment duties consistent with such
                 position as the Board of Directors of the Company shall
                 assign to him from time to time.  Executive also agrees to
                 serve, during the Term hereof, as requested by the Board,
                 and without any additional compensation, as a Director of
                 the Company and as an executive officer and/or director of
                 any corporations affiliated with the Company.  The
                 compensation payable to Executive herein shall be paid by
                 the Company or by a subsidiary of the Company as
                 designated by Executive.

          3.2    Performance of Duties. Executive agrees to serve the
                 Company faithfully and to the best of his ability and to
                 devote the time, attention and efforts necessary to
                 advance the business and affairs of the Company during the
                 Term of this Agreement.  It is understood and agreed that
                 Executive may pursue personal investments requiring time
                 commitments that do not conflict with his obligations to
                 the Company, including those in the preceding sentence. 
                 Executive hereby confirms that he is under no contractual
                 commitments inconsistent with his obligations set forth in
                 this Agreement, and that during the Term of this
                 Agreement, he shall not render or perform services, or
                 enter into any contract to do so, for any other
                 corporation, firm, entity or person which are inconsistent
                 with the provisions of this Agreement.

          4.     Compensation
                 ------------

          4.1    Base Salary
                 -----------

                 As compensation for all services to be rendered by
                 Executive under this Agreement, the Company shall pay to
                 Executive an initial base annual salary (the "Base
                 Salary") of US$11,912 which salary shall be paid in semi-
                 monthly instalments in accordance with the Company's
                 normal payroll procedures and policies.  The base salary
                 shall be increased on January 1, 1998 and on each January
                 1 thereafter by the percentage equal to the percentage
                 increase in the Consumer Price Index maintained by the
                 United States Bureau of Labor Statistics for the Atlanta,
                 Georgia metropolitan area or an equivalent index (the
                 "Index") as of January 1 of such year over the Index for
                 the immediately preceding January 1.  Should the Index be
                 modified or discontinued, appropriate adjustment shall be
                 made to reflect such modification or to refer to a similar
                 index.   Additionally, Executive's Base Salary shall be
                 reviewed annually and may be increased by an amount to be
                 determined by the Compensation/Option Committee (the
                 "Committee") on the basis of Executive's performance.

          4.2    Incentive Compensation
                 ----------------------

                 In addition to the Base Salary described in Section 4.1,
                 Executive shall be eligible to receive incentive
                 compensation pursuant to the Senior Management Incentive
                 Plan as approved by the Committee or such other plans as
                 may from time to time be available.

          4.3    Deferral of Compensation
                 ------------------------

                 Executive shall be entitled to elect to defer the receipt
                 of up to seventy-five percent (75%) of his Base Salary and
                 Incentive Compensation for each calendar year during which
                 this Agreement is in effect.  Executive shall make the
                 election to defer his compensation for a calendar year by
                 giving written notice to the Company of his desire to do
                 so in writing no later than December 31 of the immediately
                 preceding calendar year.  In the event that Executive
                 elects to defer the payment of any compensation due
                 hereunder in the manner contemplated by this Section 4.3,
                 the terms and conditions set forth in Exhibit A hereto
                 with respect to the circumstances under which Executive
                 shall be entitled to the payment of the deferred
                 compensation as well as the interest earned thereon and
                 the timing and method of those payments shall be
                 applicable. Also in such event, each of the periodic
                 payments of Executive's Base Salary for any year in which
                 Executive has elected to defer receipt of a portion of his
                 Base Salary shall be reduced by the percentage amount of
                 his total Base Salary which he has elected to defer.

          4.4    Participation in Benefit Plans
                 ------------------------------

                 Executive shall also be entitled to the extent that his
                 position, title, tenure, salary, age, health and other
                 qualifications make him eligible, to participate in all
                 employee benefit plans or programs (including
                 medical/dental and life insurance, retirement pension,
                 stock option incentives, vacation time, sick leave and
                 holidays) of the Company currently in existence on the
                 date hereof or as may hereafter be instituted from time to
                 time.  Executive's participation in any such plan or
                 program shall be subject to the provisions, rules and
                 regulations applicable thereto.

          4.5    Expenses
                 --------

                 In accordance with the Company's policies established from
                 time to time, the Company shall pay or reimburse Executive
                 for all reasonable and necessary out-of-pocket expenses
                 incurred by him in the performance of his duties under
                 this Agreement, subject to the timely presentment of
                 appropriate vouchers and receipts.

          4.6    Vacation
                 --------

                 Executive will be entitled to the highest number of
                 vacation days with full pay during each twelve months in
                 which this Agreement is in effect as are available to any
                 other key United States corporate executive of the
                 Company, without any reduction based upon length of
                 service to the Company.

          4.7    Double Tax Liability
                 --------------------

                 In the event that in any year during the term of this
                 Agreement Executive is required to pay income taxes on any
                 portion of his income for that year both to Canada and to
                 the United Kingdom, the Company shall pay to Executive the
                 amount which, after taking into account the taxes required
                 to be paid by Executive as a result of Executive's receipt
                 of such payment from the Company, shall cause Executive's
                 after-tax return on his income to equal the amount which
                 would have been available to Executive had no United
                 Kingdom taxes been due with respect to such income.  The
                 amounts due from the Company pursuant to the immediately
                 preceding sentence shall be determined by Executive's tax
                 return preparer, shall take into account any foreign tax
                 credits or other credits and deductions allowed against
                 his Canadian tax liability, and shall be paid to Executive
                 no later than fifteen days following the date on which
                 Executive files the first tax return in which the income
                 subject to taxation in both Canada and the United Kingdom
                 is reported in any year, or within fifteen days following
                 the date on which the relevant taxing authority determines
                 that Executive's income is subject to taxation both in
                 Canada and in the United Kingdom, as the case may be.

          4.8    Tax and Estate Planning
                 -----------------------

                 The Company agrees to reimburse Executive for the cost of
                 financial, tax and estate planning for each 365 day period
                 in which this Agreement is in effect in amount not to
                 exceed US$3,000 (net of any tax required to be paid by
                 Executive on such reimbursement) for each 365 day period. 
                 In the event that Executive is required to pay any tax on
                 such reimbursement, the amount to be reimbursed to
                 Executive shall be grossed up by such amount as shall
                 ensure that Executive receives the same amount as he would
                 have received had no such tax been payable.

          4.9    Additional Benefits
                 -------------------

                 During the term of this Agreement, Executive shall be
                 entitled to participate in all present and future employee
                 benefit plans and all other compensation and benefit
                 plans, programs and structures as may from time to time be
                 made available by the Company to all other key corporate
                 executives of the Company, and on terms and conditions no
                 less favourable than those generally available to other
                 such employees.  In the event that the Company elects to
                 obtain key man life insurance insuring Executive,
                 Executive shall make himself available for the necessary
                 physical examinations and shall co-operate in all other
                 respects with the Company's efforts to obtain such
                 insurance.

          5.     Compensation upon Termination
                 -----------------------------

                 (a)    In the event this Agreement is terminated pursuant
                        to sub-section 8.1(a) hereof, in addition to any
                        benefits to which Executive may then or following
                        the termination of his employment be entitled under
                        any other applicable policy or plan of the Company
                        then in effect (including basic life insurance
                        which coverage equals two times annual salary, and
                        survivor benefits which provide Accidental Death
                        and Dismemberment for each employee at two times
                        the annual salary), the Company shall pay to
                        Executive's estate his Base Salary, incentive
                        compensation and benefits due through the effective
                        date of termination.  In the event that such
                        termination occurs on any date other than the last
                        day of the fiscal year, the incentive compensation
                        shall be based upon the performance goals achieved
                        at the end of the fiscal year, but shall be
                        prorated based upon the number of days which have
                        elapsed in the fiscal year through the date of
                        termination.  Payment of this incentive
                        compensation or release of any stock representing
                        incentive compensation due under this Section 5(a)
                        shall be made no later than 120 days following the
                        end of the fiscal year with respect to which it is
                        being paid.  Payment of all other amounts under
                        this Section 5(a) shall be made not later than the
                        30th day following the effective date of
                        termination.  Executive's estate shall be entitled
                        to receive an amount equal to twenty-four (24)
                        times his then current monthly Base Salary.

                 (b)    In the event this Agreement is terminated pursuant
                        to Sub-section 8.1(b)(i) hereof, Executive or his
                        representative shall be entitled to receive an
                        amount equal to twenty-four (24) times his then
                        current monthly Base Salary, less any disability
                        insurance benefits payable to Executive during such
                        twenty-four month period from disability policies
                        provided by the Company.

                 (c)    In the event this Agreement is terminated pursuant
                        to Sub-section 8.1(b)(ii) or (iii) hereof,
                        Executive shall not be entitled to any compensation
                        other than his then current Base Salary which has
                        accrued through his date of termination, subject to
                        the Company's right of offset based upon acts of
                        Executive which gave rise to the termination.

                 (d)    In the event this Agreement is terminated pursuant
                        to Sub-section 8.1(c) hereof, Executive shall be
                        entitled to a severance allowance equal to the
                        greater of (i) his Base Salary for all months
                        remaining in his then current term, or (ii) his
                        then current monthly Base Salary for twenty-four
                        (24) months.

                 (e)    Subject to Section 5(a) payments or the release of
                        stock representing compensation to Executive
                        pursuant to this Section 5 shall be made in either
                        a lump sum payment or, at the sole discretion of
                        the Company in four (4) equal payments within six
                        (6) months of termination of this Agreement.

                 (f)    In the event that Executive is terminated pursuant
                        to Subsections 8.1(a), 8.1(b)(i) or 8.1(c) hereof,
                        the expiration dates of Executive's options
                        currently outstanding pursuant to any of the
                        Company's stock option plans will be extended
                        twenty-four (24) months from the date of such
                        termination.

          6.     Confidential Information
                 ------------------------

                 Except as permitted or directed by the Company's Board of
                 Directors, Executive shall not during the Term of this
                 Agreement or at any time thereafter divulge, furnish or
                 make accessible to anyone for use in any way (other than
                 in the ordinary course of the business of the Company) any
                 confidential or secret knowledge or information of the
                 Company (for the purposes of Sections 6 through 8 hereof,
                 the term "Company" shall be deemed to include any
                 subsidiary or affiliate of the Company) which Executive
                 has acquired or become acquainted with or will acquire or
                 become acquainted with prior to the termination of the
                 period of his employment by the Company, whether developed
                 by himself or by others, concerning any trade secrets,
                 confidential or secret designs, processes, formulae,
                 plans, devices or material (whether or not patented or
                 patentable) directly or indirectly useful in any aspect of
                 the business of the Company, and confidential customer or
                 supplier lists of the Company, any confidential or secret
                 development or research work of the Company, or any other
                 confidential or secret aspects of the business of the
                 Company.  Executive acknowledges that the above described
                 knowledge or information constitutes a unique and valuable
                 asset of the Company acquired at great time and expense by
                 the Company and its predecessors, and that any disclosure
                 or other use of such knowledge or information other than
                 for the sole benefit of the Company would be wrongful and
                 would cause irreparable harm to the Company.  Both during
                 and after the Term of this Agreement, Executive shall
                 refrain from any acts or omissions that would reduce the
                 value of the use of such knowledge or information to the
                 Company.  The foregoing obligations of confidentiality,
                 however, shall not apply to any knowledge or information
                 which is now published or which subsequently becomes
                 generally publicly known, other than as a direct or
                 indirect result of the breach of this Agreement by
                 Executive.

          7.     Non-Competition, Solicitation of Customers, Solicitation
                 --------------------------------------------------------
                 of Employees
                 ------------

          7.1    Non-Competition
                 ---------------

                 (a)    Executive agrees that, during the period of his
                        employment hereunder and for a period of one (1)
                        year following the termination of such employment,
                        he shall not directly engage in competition with
                        the Company within the "Territory" (as hereinafter
                        defined) in any management capacity in any phase of
                        the Company's business of developing,
                        manufacturing, distributing, marketing, leasing or
                        selling any of the products which the Company is in
                        the business of developing, manufacturing,
                        distributing, marketing, leasing to others or
                        selling (the "Competitive Areas") during the Term
                        of this Agreement or which the Company has
                        definitive plans to develop, manufacture or market.

                 (b)    The "Territory" shall be that area throughout the
                        world in which the Company presently markets its
                        products.  This Agreement shall be deemed
                        automatically amended without the need of further
                        action by any party to add to any new countries or
                        parts thereof where after the date hereof and prior
                        to the termination of Executive's employment the
                        Company begins to market it products and to delete
                        any countries after no Company products have been
                        sold there for a period of six months.

                 (c)    The restrictions in this Section 7 shall not apply
                        with respect to (i) a passive investment by
                        Executive of less than 5% of the outstanding shares
                        of capital stock of any corporation, or (ii)
                        employment by Executive with an entity in a
                        management capacity in an area of business which is
                        not, directly or indirectly, a Competitive Area.

          7.2    Agreement Not to Solicit Customers. Executive agrees that
                 during his employment by the Company hereunder and for the
                 two (2) year period following the termination of such
                 employment, he shall not, without the prior written
                 consent of the Company, within the Territory, either
                 directly or indirectly, on his own behalf or in the
                 service or on behalf of others, solicit, divert or
                 appropriate, or attempt to solicit, divert or appropriate,
                 to any competing business any person or entity whose
                 account with the Company was sold or serviced by or under
                 the supervision of Executive during the year preceding the
                 termination of such employment.

          7.3    Agreement Not to Solicit Employees. Executive agrees that
                 during his employment by the Company hereunder and for the
                 two (2) year period following the termination of such
                 employment, he shall not, either directly or indirectly,
                 on his own behalf or in the service or on behalf of
                 others, solicit, divert, or attempt to solicit or divert
                 any person then employed by the Company.

          8.     Termination
                 -----------

          8.1    Grounds of Termination
                 ----------------------

                 This Agreement shall terminate prior to the expiration of
                 the Initial Term set forth in Section 2 or any extension
                 thereof in the event that at any time during such Initial
                 Term or any extension thereof:

                 (a)    Executive shall die; or

                 (b)    The Board of Directors of the Company shall
                        determine that:

                        (i)    Executive has become disabled; or

                        (ii)   Executive has breached this Agreement in any
                               material respect, which breach is not cured
                               by Executive or is not capable of being
                               cured (as determined in the sole discretion
                               of the Company's Board of Directors) by
                               Executive within thirty (30) days after
                               written notice of such breach is delivered
                               to Executive; or

                        (iii)  in its sole discretion Cause exists. 
                               "Cause" means (A) conduct amounting to
                               fraud, embezzlement or misappropriation as
                               against the Company, (B) the wilful and
                               knowing material breach of any fiduciary
                               duty owed to the Company as an officer of
                               the Company other than done at the direction
                               of the Board of Directors, (C) having been
                               convicted of a criminal offence which may
                               have a material adverse effect on the
                               Company or the ability of Executive to carry
                               out his duties of employment, or (D) the
                               knowing failure of Executive to follow
                               specific directives of the Board of
                               Directors of the Company consistent with his
                               duties.  If the Board of Directors
                               terminates this Agreement pursuant to this
                               Section 8.01(b)(iii), Executive will be
                               provided ninety (90) days written notice.

                 (c)    The Board of Directors of the Company shall
                        determine, in its sole discretion, that the
                        termination of this Agreement is in the best
                        interest of the Company, and in which event
                        Executive shall have no duty to mitigate his
                        damages. If the Board of Directors terminates this
                        Agreement pursuant to this Section 8.1(c) Executive
                        will be provided ninety (90) days written notice.

                 Notwithstanding any termination of this Agreement,
                 Executive, in consideration of his employment hereunder to
                 the date of such termination, shall remain bound by the
                 provisions of this Agreement which specifically relate to
                 periods, activities or obligations upon or subsequent to
                 the termination of Executive's employment.

          8.2    "Disability" Defined
                 --------------------

                 The Board of Directors may determine that Executive has
                 become disabled, for the purpose of this Agreement, in the
                 event that Executive shall fail, because of illness or
                 other physical or mental incapacity, to render services of
                 the character contemplated by this Agreement for an
                 aggregate of more than twelve (12) weeks during any twelve
                 (12) month period.

          8.3    Surrender of Records and Property
                 ---------------------------------

                 Upon termination of his employment with the Company,
                 Executive shall deliver promptly to the Company all
                 records, manuals, books, blank forms, documents, letters,
                 memoranda, notes, notebooks, reports, data tables,
                 calculations or copies thereof, which are the property of
                 the Company and which relate in any way to the business,
                 products, practices or techniques of the Company, and all
                 other property, trade secrets and confidential information
                 of the Company, including, but not limited to, all
                 documents which in whole or in part contain any trade
                 secrets or confidential information of the Company, which
                 in any of these cases are in his possession or under this
                 control.

          9.     Assignment and Enurement
                 ------------------------

                 This Agreement shall enure to the benefit of and be
                 binding upon the parties hereto and their respective
                 heirs, successors, administrators, and permitted assigns. 
                 The Company may, without the consent of Executive, assign
                 its rights and obligations under this Agreement to any
                 corporation, firm or other business entity with or into
                 which the Company may merge or consolidate, or to which
                 the Company may sell or transfer all or substantially all
                 of its assets or of which 50% or more of the equity
                 investment and of the voting control is owned, directly or
                 indirectly, by, or is under common ownership with, the
                 Company; provided, however, that if the assignee was not
                 previously part of a consolidated group with the Company,
                 Executive will receive payments and benefits as outlined
                 in Exhibit B attached hereto and incorporated herein.

          10.    Injunctive Relief
                 -----------------

                 Executive agrees that it would be difficult to compensate
                 the Company fully for damages for any violation of the
                 provisions of this Agreement, including without limitation
                 the provisions of Sections 6, 7 and 8.3.  Accordingly,
                 Executive specifically agrees that the Company shall be
                 entitled to temporary and permanent injunctive relief to
                 enforce the provisions of this Agreement.  This provision
                 with respect to injunctive relief shall not however,
                 diminish the right of the Company to claim and recover
                 damages in addition to injunctive relief.
                 

          11.    Miscellaneous
                 -------------

          11.1   Governing Law
                 -------------

                 This Agreement is made under and shall be governed by and
                 construed in accordance with the laws of the Province of
                 Ontario subject to any principles of conflict of laws.

          11.2   Prior Agreements
                 ----------------

                 This Agreement contains the entire agreement of the
                 parties relating to the subject matter hereof and
                 supersedes all prior agreements and understandings with
                 respect to such subject matter, and the parties hereto
                 have made no agreements, representations or warranties
                 relating to the subject matter of this Agreement which are
                 not set forth herein.

          11.3   Withholding Taxes
                 -----------------

                 The Company may withhold from any benefits payable under
                 this Agreement all federal, state, city and other taxes as
                 shall be required pursuant to any law or governmental
                 regulation or ruling.

          11.4   Amendments
                 ----------

                 No amendment or modification of this Agreement shall be
                 deemed effective unless made in writing signed by the
                 party against whom enforcement of the waiver or estoppel
                 is sought.  Any written waiver shall not be deemed a
                 continuing waiver unless specifically stated, shall
                 operate only as the specific term or condition for the
                 future or as to any act other than specifically waived.

          11.5   Notices
                 -------

                 Any notice, request, demand or other document to be given
                 hereunder shall be in writing, and shall be delivered
                 personally or sent by registered, certified or express
                 mail or facsimile followed by mail as follows:

                 If to the Company:

                        Board of Directors
                        650 Woodlawn Road West
                        Guelph, Ontario
                        Canada
                        N1K 1B8

                 If to Executive:

                        Flat 3
                        35-37 Grosvenor Square
                        London  W1X 9AE 
                        United Kingdom

                 or to such other address as either party hereto may
                 hereinafter duly give to the other.

          11.6   Severability
                 ------------

                 To the extent any provision of this Agreement shall be
                 invalid or unenforceable, it shall be considered deleted
                 herefrom and the remainder of such provision and of this
                 Agreement shall be unaffected and shall continue in full
                 force and effect.  In furtherance and not in limitation of
                 the foregoing, should the duration or geographical extent
                 of, or business activities covered by any provision of
                 this Agreement be in excess of that which is valid or
                 enforceable under applicable law, then such provision
                 shall be construed to cover only that duration, extent or
                 activities which may be validly and enforceably be
                 covered.  Executive acknowledges the uncertainty of the
                 law in this respect and expressly stipulates that this
                 Agreement be given the construction which renders its
                 provisions valid and enforceable to the maximum extent
                 (not exceeding its express terms) possible under
                 applicable law.


          IN WITNESS WHEREOF, the parties have executed this Agreement as
          of the day and year set forth above.



          ------------------------------
          F Michael P Warren



          INTERNATIONAL MUREX
          TECHNOLOGIES CORPORATION



          By:
             --------------------------------

                 Victor A Rice, on behalf of the
                 Compensation Committee 
                 and the Board of Directors



                                      EXHIBIT A
                                      ---------

                              DEFERRED COMPENSATION PLAN
                              --------------------------

          1.     At the time the Executive elects to defer compensation
                 pursuant to Section 4.3 of the Employment Agreement, the
                 Executive shall also elect the percentage of such
                 compensation to be credited from the date of deferral to
                 the date it is paid to the Executive with either (a)
                 simple interest at a rate per annum equal to the average
                 of the rates then being earned by the Company on deposits
                 with a term of ninety days or less, adjusted on the first
                 day of each calendar quarter or (b) the same rate of
                 return experienced by the common stock of the Company. 
                 The portion of the compensation deferred by the Executive
                 to which the Executive elects to have the Company common
                 stock rate of return apply shall be hypothetically
                 invested in shares of the Company's common stock based on
                 the closing price of the Company's common stock on the
                 Nasdaq National Market System, or such other exchange that
                 the Company's common stock may be listed at the time, on
                 the business day prior to the date on which the
                 compensation would otherwise be paid.  The number of
                 shares of the Company's common stock in which the
                 Executive has hypothetically invested shall be adjusted to
                 reflect stock splits, stock dividends and other capital
                 changes affecting the outstanding common stock of the
                 Company in the same manner as an equivalent number of
                 actual shares of the Company's common stock are adjusted. 
                 In addition, all cash distributions and the fair market
                 value (as determined in good faith by the Company) of any
                 property distributions with respect to shares of common
                 stock of the Company shall be reinvested in the common
                 stock of the Company based on the closing price of the
                 common stock as reported on the Nasdaq National Market
                 System, or such other exchange that the Company's common
                 stock may be listed at the time, on the business day prior
                 to the distribution.  The portion of the Executive's
                 compensation deferred hereunder and credited with simple
                 interest, together with such simple interest, shall be
                 referred to herein as "Deferred Compensation".  The
                 portion of Executive's compensation deferred hereunder and
                 credited with the rate of return of the common stock of
                 the Company shall be reflected in hypothetical shares of
                 the Company's common stock with each such share being
                 referred to herein as a "Stock Credit".  On December 31st
                 of each year during which any Deferred Compensation or
                 Stock Credits remain unpaid, the Company shall provide the
                 Executive with a statement setting forth the amount of his
                 unpaid Deferred Compensation and the number of outstanding
                 Stock Credits.

          2.     The Deferred Compensation shall be paid to Executive in a
                 lump sum following the termination of his employment with
                 the Company for any reason on the 30th day following the
                 date of termination.  The number of Stock Credits credited
                 to the Executive shall be paid to the Executive on the
                 30th date following the date of his termination, by the
                 release of common stock to the Executive."

          3.     Notwithstanding the foregoing, in the event of the
                 occurrence of an "unforeseeable emergency," as hereinafter
                 defined, Executive shall be entitled to a payment from the
                 Deferred Compensation (or release of common stock
                 representing Stock Credits) prior to the date set forth in
                 paragraph 2 of this Exhibit A of that amount reasonably
                 required to satisfy the emergency need.  As used herein,
                 "unforeseeable emergency" shall be limited to (i) severe
                 financial hardship to Executive resulting from a sudden
                 and unexpected illness or accident of Executive or of a
                 dependent of Executive, as dependent is defined in Section
                 152 of the Internal Revenue Code or any successor
                 provision thereto, (ii) loss of Executive's property due
                 to casualty, or (iii) other similar extraordinary and
                 unforeseeable circumstances arising as a result of events
                 beyond the control of Executive.  The circumstances that
                 will constitute an unforeseeable emergency will depend
                 upon the facts of each case, but, in any case, a payment
                 (or release) of all or any portion of the Deferred
                 Compensation in the event of an unforeseeable emergency
                 may not be made to the extent that such hardship is or may
                 be relieved;

                        (i)    Through reimbursement or compensation by
                 insurance or otherwise,

                        (ii)   By liquidation of Executive's assets, to the
                 extent the liquidation of such assets would not itself
                 cause severe financial hardship, or

                        (iii)  By cessation of the deferral of the payment
                 of the Deferred Compensation pursuant to paragraph 2,
                 above.

          4.     The Company's obligation to pay the Deferred Compensation
                 or release of common stock representing Stock Credits
                 constitutes a mere promise by the Company to make these
                 payments at the times specified herein.  Accordingly,
                 Executive shall have the status of a general unsecured
                 creditor with respect to the Deferred Compensation. 
                 Executive's rights to the payment of Deferred Compensation
                 or the release of common stock representing Stock Credits
                 shall not be subject in any manner to anticipation,
                 alienation, sale, transfer, assignment, pledge,
                 encumbrance, attachment, or garnishment by creditors of
                 Executive or his estate or any beneficiary of either
                 Executive or his estate.