EMPLOYMENT AGREEMENT

     THIS AGREEMENT,  (the "Agreement") effective as of the 16th day of October,
1997 between IMSCO Technologies,  Inc., a Delaware  corporation ( the "Company")
and ALEXANDER T. HOFFMANN ("Employee").

     WHEREAS,  the Company  desires for  Employee to serve in the capacity as of
the Company, and the Employee desires to serve in such capacity.

     WHEREAS,  the Board of Directors of the Company  (the  "Board")  desires to
employ  Employee  as  Chairman  of the Board of  Directors  and Chief  Executive
Officer of the Company and the parties  desire to provide  greater detail to his
employment  arrangements  with the Company which the Board has  determined  will
encourage the  attention  and  dedication to the Company of Employee as a senior
member of the Company's  management,  and is in the best interest of the Company
and its shareholders.

     WHEREAS,  Employee  is willing to serve in the  capacity as Chairman of the
Board of Directors and Chief Executive Officer of the Company.

     WHEREAS, in order to effect the foregoing, the Company and Employee wish to
enter into an employment agreement on the terms and conditions set forth herein.

     NOW,  THEREFORE,  in  consideration  of the  premises  and  the  respective
covenants and  agreements of the parties  herein  contained,  the parties hereto
agree as follows:

                                    ARTICLE I

                                 EFFECTIVE TIME

     1.00 Effective  Time:Superceding Effect of Agreement.  This Agreement shall
be effective as of the date hereof.  This  Agreement  shall  supercede any prior
agreement or  understanding,  oral or written,  between the parties and any such
prior agreement or understanding  shall be terminated and of no further force or
effect  and  this  Agreement   shall   constitute   the  entire   agreement  and
understanding between the parties with respect to the subject matter thereof.

                                   ARTICLE II

                                   EMPLOYMENT

     2.00  Employment.  The Company hereby employs  Employee and Employee hereby
agrees  to serve the  Company  on the terms  and  conditions  set forth  herein.
Employee  shall hold the office of Chairman of the Board of Directors  and Chief
Executive Officer of the Company.


<PAGE>

                                   ARTICLE III

                                      TERM

     3.00 Term.  The term of employment  of Employee by the Company  pursuant to
this  agreement  shall  commence on the date hereof and end on October 31, 2000,
provided,  however,  that the  Board  shall  have the  right to  terminate  this
Agreement  after four (4) months from the Funding  Date,  as defined  below,  in
accordance with the provisions of Section 6.05.

                                   ARTICLE IV

                              DUTIES OF EMPLOYMENT

     4.01  Duties.  Subject  to the  authority  and  direction  of the  Board of
Directors of the Company,  Employee  shall  perform such duties and functions as
the Board shall from time to time determine and as  customarily  assigned to the
Chief Executive Officer of a corporation. Employee shall be elected or appointed
as a Director of the Company during the term of this  Agreement.  Employee shall
devote  his full time and effort to the  business  and  affairs of the  Company.
Employee further agrees to serve, if elected or appointed thereto, as a director
of the Company's  subsidiaries  and  affiliated  entities (if any) and in one or
more executive offices of any of the Company's  subsidiaries (if any),  provided
that  Employee is  indemnified  for serving in any and all such  capacities on a
basis no less favorable than is currently provided by the Company's  Certificate
of Incorporation or By-laws.

     4.02 Near  -Term  Performance  Goals.  Within  120 days  after the  Company
receives  capital  financing of at least $500,000 (the "Capital  Funding"),  the
Employee shall have the following  specific  performance goals (the "Performance
Goals"):

     (A) The commercial decaffeinator basket and separator prototypes shall have
been  prepared,  successfully  tested  and ready  for  manufacturing  (i.e.,  it
decaffeinates  brewed coffee,  has adequate  taste,  and is ready for commercial
manufacture), and

     (B) Twelve (12)  stand-alone  decaffeinator  prototypes  (multi-cup,  3 cup
minimum capacity) have been prepared,  successfully  tested and ready for public
demonstration  (i.e., it decaffeinates brewed coffee, has adequate taste, and is
ready for introduction to major consumer  automatic drip  coffeemakers for their
review and tasting).

                                    ARTICLE V

                        COMPENSATION AND RELATED MATTERS

     5.01 Salary. As compensation for the employment  services to be rendered by
Employee  hereunder,  the  Company  shall pay to  Employee a salary at a rate of
$150,000 per annum, payable in monthly installments,  subject to increase by the
Board of  Directors.  If the  salary is so  increased,  it shall not  thereafter
during the term of this  Agreement  be  decreased.  Compensation  of Employee by
salary  payments  shall not be deemed  exclusive and shall not prevent  Employee



<PAGE>

from participating in any other compensation or benefit plan of the Company. The
salary payments (including any increased salary payments) hereunder shall not in
any way limit or reduce any other  obligation of the Company  hereunder,  and no
other  compensation,  benefit  or  payment  hereunder  shall in any way limit or
reduce the obligation of the Company to pay Employee's  salary  hereunder.  5.02
Expenses. During the term of Employee's employment hereunder,  Employee shall be
entitled to receive prompt reimbursement for all reasonable expenses incurred by
Employee in performing the services  hereunder,  including,  but not limited to,
automobile  expense  reimbursement as well as all expenses for travel and living
expenses  while  away  from home on  business  or at the  request  of and in the
service of the Company, its subsidiaries or affiliated companies,  provided that
such expenses are incurred and accounted for in accordance with the policies and
procedures established by the Company. Notwithstanding, Employee shall not incur
an expense  for in excess of $2,000  without  the prior  written  consent of the
Company.  The Company shall provide  Employee with a 1997 model year automobile,
at a price deemed appropriate by the Board of Directors, for Employee's personal
and business use during the term of this Agreement.  Additionally,  at all times
during the term of this  Agreement or any  extensions or renewals  thereof,  the
Company agrees to provide at its sole cost and expense health (including medical
and  hospitalization)  insurance coverage or a health  maintenance  organization
program  for  Employee  and  Employee's   dependents  of  a  type  at  least  as
comprehensive  as such  coverage  provided to senior  executive  officers of the
Company.

     5.03 Other Benefits.

     (a)  Continued  Participation.  Employee  shall be  entitled to continue to
participate in all of the Company's employee benefit plans, if any, in effect on
the date hereof and any other plans made  available by the Company in the future
to its executives and key management employees.

     (b) Changes to Plans.  The Company shall not make any changes in such plans
which would adversely affect  Employee's rights or benefits  thereunder,  unless
such change occurs  pursuant to a program  applicable  to all  executives of the
Company and does not result in a proportionately greater reduction in the rights
of or benefits to Employee as compared with any other executive of the Company.

     (c) Pro-Ration. Nothing paid to Employee under any plan presently in effect
or made  available  in the  future  shall be deemed to be in lieu of the  salary
payable to Employee pursuant to paragraph 5.01 of this Article.  Any payments or
benefits  payable to Employee  hereunder in respect of any calendar  year during
which  Employee  is  employed  by the Company for less than the entire such year
shall,  unless  otherwise  provided in the applicable  plan or  arrangement,  be
prorated  in  accordance  with the number of days in such  calendar  year during
which he is so employed.

     5.04  Stock  Grant  Upon  Execution.  Upon  Employee's  execution  of  this
Agreement,  the  Company  shall grant to  Employee  80,000  shares of its common
stock,  $.01 par value per share, as bonus  compensation  for entering into this
Agreement.

     5.05  Warrants to  Purchase  Common  Stock.  The  Company  shall  convey to
Employee  Warrants to Purchase  250,000  shares of its common  stock,  $.001 par
value,  exercisable  for a price of $2.00 per share  over a period of five years
from their date of vesting  (the  "Warrants").




<PAGE>

The Warrants shall vest to the Employee as follows:  20,833  Warrants after each
calendar  quarter for a period  ending  three-years  from the date  hereof.  The
Warrant shall be substantially in the form of Exhibit A hereto.

                                   ARTICLE VI

                                   TERMINATION

     6.01 Termination. Employee's employment hereunder may be terminated without
cause and  without any breach of this  Agreement  upon  written  notice from the
Company to Employee only as set forth in this Article.

     6.02 Death. Employee's employment hereunder shall terminate upon his death.

     6.03 Disability.  If, as a result of Employee's  incapacity due to physical
or  mental  illness,  Employee  shall  have  been  absent  from his  duties on a
full-time basis for the entire period of five consecutive  months or for a total
of six months  (whether or not  consecutive),  in any twelve  (12) month  period
during the term of this  Agreement,  and within  thirty (30) days after  written
notice of  termination is given (which may occur before or after the end of such
six month period)  Employee  shall not have returned to the  performance  of his
duties  hereunder on a full-time  basis,  the Company may  terminate  Employee's
employment hereunder.

     6.04 Cause.

     (i) The Company may terminate  Employee's  employment hereunder at any time
for cause, which shall be deemed to include but not be limited to the following:

     (a) Employee's engaging in fraud,  misappropriation of funds,  embezzlement
or like conduct committed against the Company.

     (b) Employee's conviction of a felony.

     (c) Employee's  material violation of a generally  recognized policy of the
Company.

     (d) Employee's material violation of any provision of this Agreement.

     (ii) The Company may  terminate the  employment  of Employee  hereunder for
cause 120 days after the Capital  Funding has  occurred if the  Employee has not
substantially met the Performance Goals set forth in Section 4.02.

     In the event of a termination pursuant to either Section 6.02, 6.03 or 6.04
above,  Employee  shall  thereafter  be  entitled  to no  further  compensation,
including without limitation, no further salary, benefits or Warrants which have
not yet vested.

     6.05 Termination by Employee.




<PAGE>

     (a)  Reasons  for  Termination.   Employee  may  terminate  his  employment
hereunder (i) at any time during the life of this Agreement after the occurrence
of any of the events which  constitute  "Good Reason" (as defined below) or (ii)
if his health  should  become  impaired  to an extent  that makes his  continued
performance of his duties  hereunder  hazardous to his physical or mental health
or his life,  provided  that  Employee  shall furnish the Company with a written
statement from a qualified doctor to such effect and provided  further,  that at
the  Company's  request,  Employee  shall submit to an  examination  by a doctor
selected by the  Company's  Board,  and such doctor shall have  concurred in the
conclusion of Employee's doctor.

     (b) Good Reason. For purposes of this Agreement, "Good Reason" shall mean a
failure by the Company to comply with any material  provision of this  Agreement
which  has  not  been  cured  within  sixty  (60)  days  after  notice  of  such
noncompliance has been given by Employee to the Company.

     6.06 Notice of Termination. Any termination of Employee's employment by the
Company or by Employee (other than termination pursuant to paragraph 6.02 above)
shall be  communicated  by thirty (30) days written notice of termination to the
other party  hereto.  For purposes of this  Agreement,  "Notice of  Termination"
shall mean a notice which shall indicate the specific  termination  provision in
this  Agreement  relied upon and shall set forth in reasonable  detail the facts
and  circumstances  claimed to provide a basis for the termination of Employee's
employment under the provision so indicated.

     6.07  Date  of  Termination.  "Date  of  Termination"  shall  mean  (i)  if
Employee's employment is terminated by his death, the date of his death, (ii) if
Employee's  employment is terminated  pursuant to paragraph  6.03 above,  thirty
(30) days after Notice of Termination is given (provided that Employee shall not
have returned to the  performance of his duties on a full-time basis during such
thirty (30) day period),  (iii) if Employee's  employment is terminated  for any
other reason the date on which a Notice of Termination.

     6.08  Compensation  Upon  Termination  by  Employee  for  "Good  Cause"  or
Termination  Without Cause.  In the event that Employee elects to terminate this
Agreement for Good Cause as defined above or is terminated  without cause at the
election of the Company , then by way of a final  severance  payment  under this
Agreement,  Employee shall receive a sum equal to his annual base salary then in
effect and any unvested Warrants shall immediately vest and become  exercisable.
Upon such payment by the Company to Employee,  the Company shall have no further
liabilities or obligations to the Employee in any manner.

                                   ARTICLE VII

                          SUCCESSORS, BINDING AGREEMENT

     7.01 Successors.  The Company will require any successor (whether direct or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially all of the




<PAGE>

business  and/or  assets of the  Company,  by  agreement  in form and  substance
reasonably  satisfactory to Employee,  to expressly  assume and agree to perform
this  Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  Failure of the
Company  to  obtain  such  agreement  prior  to the  effectiveness  of any  such
succession  shall be a breach of this  Agreement and shall  entitle  Employee to
exercise  in his  discretion  any and all rights  arising  from such a breach as
provided in this Agreement. As used in this Agreement,  "Company" shall mean the
Company as hereinbefore  defined and any successor to its business and/or assets
as aforesaid  which  executes and  delivers the  agreement  provided for in this
Article or which  otherwise  becomes  bound by all terms and  provisions of this
Agreement by operation of law.

     7.02 Binding Agreement. This Agreement and all rights of Employee hereunder
shall inure to the benefit of and be enforceable by Employee's personal or legal
representatives,  executors,  administrators,  successors,  heirs, distributees,
devisees and legatees.  If Employee  should die while any amounts would still be
payable to him hereunder if he had continued to live,  all such amounts,  unless
otherwise  provided  herein,  shall be paid in accordance with the terms of this
Agreement  to  Employee's  devisee,  legatee,  designee  or, if there is no such
designee, to Employee's estate.

                                  ARTICLE VIII

                   REPRESENTATIONS AND AGREEMENTS OF EMPLOYEE

     8.01 Ability to Perform.  Employee  represents and warrants that he is free
to enter into this Agreement and to perform the duties required  hereunder,  and
that there are no employment contracts or understandings,  restrictive covenants
or other  restrictions,  whether written or oral,  preventing the performance of
his duties hereunder.

                                   ARTICLE IX

                               EMPLOYEE COVENANTS

     9.01 Non-Competition.  Employee agrees that for a period of eighteen months
(the "Non-Competitive  Period"),  from his voluntary resignation from employment
with the Company or termination  for Cause before the end of this Agreement (but
not for termination by Employee for Good Reason),  Employee shall not,  directly
or indirectly, as owner, partner, joint venturer, stockholder, employee, broker,
agent,  principal,  trustee,  corporate  officer,  director,  licensor or in any
capacity whatsoever engage in, become financially interested in, be employed by,
render  any  consultation  or  business  advice  with  respect  to,  or have any
connection with, any business engaged in electrostatic  separation technology or
related products or any other material  business being conducted by the Company,
in any geographic  area where,  at the time of the termination of his employment
hereunder,  the  business  of the Company was being



<PAGE>

conducted in any material respect; provided,  however, that Employee may own any
securities  of any  corporation  which is  engaged in such  business  and is (i)
publicly  owned and  traded  but in an amount not to exceed at any one time five
percent (5%) of any class of stock or securities of such  corporation  or (ii) a
non-public start-up company.

     9.02 No  Hiring.  During  the  Non-Competitive  Period,  Employee  will not
knowingly  (i)  hire  or  attempt  to  hire  any  employee  of  the  Company  or
subsidiaries (if any); (ii) assist in such hiring by any other person;  or (iii)
encourage any such employee to terminate his employment with the Company.

     9.03  Severability.  If any portion of the  restrictions  set forth in this
section 9 should, for any reason  whatsoever,  be declared invalid by a court of
competent jurisdiction,  the validity of enforceability of the remainder or such
restrictions shall not thereby be adversely affected.

     9.04  Reasonableness.   Employee  agrees  that  the  territorial  and  time
limitations set forth in this section 9 are reasonable and properly required for
the adequate  protection  of the business of the Company.  In the event any such
territorial  or time  limitation  is  deemed  to be  unreasonable  by a court of
competent  jurisdiction,  Employee agrees to the reduction of the territorial or
time  limitation  to the area or period  which  such  court  shall  have  deemed
reasonable.

                                    ARTICLE X

                   NON-DISCLOSURE OF CONFIDENTIAL INFORMATION

     10.01 Non-Disclosure.

     (a) Information.

     Employee will not at any time,  whether during or after the  termination of
my employment, reveal to any person or entity any of the know-how, trade secrets
or confidential  information concerning the research,  development,  technology,
business  or  finances of the Company or of any third party which the Company is
under an obligation  to keep  confidential  (including  but not limited to trade
secrets or confidential information respecting research,  inventions,  products,
designs, methods, know-how,  techniques,  systems, processes, software programs,
works of authorship,  customer lists, projects, loans and proposals),  except as
may be required in the ordinary  course of performing  his duties as an employee
of the Company,  and he shall keep secret all matters  entrusted to me and shall
not use or attempt to use any such information in any manner which may injure or
cause loss or may be  calculated  to injure or cause loss  whether  directly  or
indirectly to the Company.

     Further,  Employee  agree that during his employment he shall not make, use
or permit to be used any notes, memoranda,  reports,  lists, records,  drawings,
sketches,  specifications,  software  programs,  data,  documentation  or  other
materials of any nature  relating to any matter within the scope of the business
of the Company or concerning



<PAGE>

any of its dealings or affairs otherwise than for the benefit of the Company. He
further agree that he shall not, after the termination of his employment, use or
permit to be used any such notes, memoranda,  reports, lists, records, drawings,
sketches,  specification,   software  programs,  data,  documentation  or  other
materials,  it being  agreed that all of the  foregoing  shall be and remain the
sole  and  exclusive  property  of the  Company  and that  immediately  upon the
termination of his  employment,  he shall deliver all of the foregoing,  and all
copies thereof, to the Company, at its main office.

     (b) Work Product.

     If at any time or times during his employment, Employee shall (either alone
or with others) make,  conceive,  discover or reduce to practice any  invention,
modification,  discovery,  design, development,  improvement,  precess, software
program, work of authorship,  documentation, formula, data, technique, know-how,
secret  or  intellectual  property  right  whatsoever  or any  interest  therein
(whether or not patentable or registrable  under copyright or similar statues or
subject to analogous protection) (herein called "Developments") that (a) relates
to the  business of the Company or any customer of or supplier to the Company or
any of the products or services  being  developed,  manufactured  or sold by the
company  or which may be used in  relation  therewith,  (b)  results  from tasks
assigned me by the Company,  or (c) results from the use of premises or personal
property (whether tangible or intangible) owned, leased or contracted for by the
Company,  such  Developments and benefits thereof shall  immediately  become the
sole and  absolute  property of the Company and its assigns and  Employee  shall
promptly disclose to the Company's Board of Directors (or any persons designated
by them) each such Development and Employee hereby assign any rights he may have
or acquire in the Developments and benefits and/or rights resulting therefrom to
the  Company  and  its  assignees   without  further   compensation   and  shall
communicate,  without  cost or delay,  and  without  publishing  the  same,  all
available  information relating thereto (with all necessary plans and models) to
the Company.

     Upon disclosure of each Development to the Company,  Employee will,  during
his  employment  and at any  time  thereafter,  at the  request  and cost of the
Company, sign, execute, make and do all such deeds,  documents,  acts and things
as the Company and its duly authorized agents may reasonably require:

          (a) to apply  for,  obtain and vest in the name of the  Company  alone
     (unless the Company otherwise directs) letters patent,  copyrights or other
     analogous  protection  in any  country  throughout  the  world  and when so
     obtained or vested to renew and restore the same; and

          (b)  to  defend  any   opposition   proceedings  in  respect  of  such
     applications  and any opposition  proceedings or petitions or  applications
     for  revocation  of such  letters  patent,  copyright  or  other  analogous
     protection.

     In the event the  Company is unable,  after  reasonable  effort,  to secure
Employee's  signature  on any  letters  patent,  copyright  or  other  analogous
protection relating to a Development,  whether because of his physical or mental
incapacity  or for any other  reason  whatsoever,  Employee  hereby  irrevocably
designates and appoints the Company and its duly authorized  officers and agents
as my agent and  attorney-in-effect,




<PAGE>

to act for and in my behalf and stead to execute  and file any such  application
or  applications  and to do all other  lawfully  permitted  acts to further  the
prosecution  and  issuance  of  letters  patent,  copyright  or other  analogous
protection  thereon  with the same  legal  force and  effect as if  executed  by
Employee.

     10.02 Return of Documents.  Upon termination of Employee's  employment with
the  Company,  all  documents,  records,  reports,  writings  and other  similar
documents containing confidential information, including copies thereof, then in
Employee's possession or control shall be returned and left with the Company.

                                   ARTICLE XI

                                EQUITABLE RELIEF

     11.01 Right to  Injunction.  Employee  recognizes  that the  services to be
rendered by him hereunder are of a special unique,  unusual,  extraordinary  and
intellectual  character  involving  skill of the  highest  order and giving them
peculiar  value,  the loss of which  cannot  be  adequately  compensated  for in
damages.  In the event of a breach of this  Agreement by  Employee,  the Company
shall be entitled to injunctive relief or any other legal or equitable remedies.
Employee agrees that the Company may recover by appropriate action the amount of
the actual  damages  caused the  Company by any  failure,  refusal or neglect of
Employee  to perform  his  agreements,  representations  and  warranties  herein
contained.  The remedies  provided in this Agreement shall be deemed  cumulative
and the exercise of one shall not preclude the exercise of any other remedy,  at
law or in equity, for the same event or any other event.

                                   ARTICLE XII

                                  MISCELLANEOUS

     12.01 Arbitration.  Should any dispute arise between the parties concerning
the  performance of this  Agreement,  the parties agree to mediation and, if not
resolved   through  such  mediation   within  thirty  days,  final  and  binding
arbitration in New York,  New York in accordance  with the rules of the American
Arbitration  Association  subject to Article XI in the case of alleged breach of
Articles IX or X.

     The decision  rendered in any arbitration  proceedings  shall be in writing
and shall set forth the basis  therefor.  The  parties  shall abide by the award
rendered  in the  arbitration  proceedings,  and such  award may be entered as a
final,  nonappealable  judgment,  and may be enforced and executed  upon, in any
court having  jurisdiction over the party against whom enforcement of such award
is sought.  Each of the parties agrees (in connection with any action brought to
enforce the arbitration  provisions of this paragraph) not to assert in any such
action,  any claim that it is not subject to the personal  jurisdiction  of such
court,  that the action is brought in an inconvenient  forum,



<PAGE>

that the venue of the action is improper,  or that such mediation or arbitration
may not be enforced by such  courts.  Each party  agrees that service of process
may be made  upon it by any  method  authorized  by the laws of the State of New
York.

     12.02 Notice. For the purposes of this Agreement,  notices, demands and all
other communications provided for in the Agreement shall be in writing, shall be
deemed to have been duly  given when  delivered  or unless  otherwise  specified
mailed by U.S.  registered  mail,  return receipt  requested,  postage  prepaid,
addressed as follows:

                                      If to Employee:
                                      Alexander T. Hoffmann


                                      If to the Company:
                                      IMSCO Technologies, Inc.
                                         40 Bayfield Drive
                                         North Andover, Mass 01845
                                         Attention: Chairman of the Board
                                                   and

                                      Campbell & Fleming, P.C.
                                         250 Park Avenue
                                         New York, NY 10177
                                         Attn: David E. Fleming, Esq.

or to such  other  address  as any party  may have  furnished  to the  others in
writing in accordance  herewith,  except that notices of change of address shall
be effective only upon receipt.

     12.03  Amendment or Alteration.  No amendment or alteration of the terms of
this  Agreement  shall be valid unless made in writing and signed by both of the
parties hereto.

     12.04  Governing Law. This  Agreement  shall be governed by the laws of the
State of New York.

     12.05  Severability.  The holding of any provision of this  Agreement to be
invalid or unenforceable by a court of competent  jurisdiction  shall not affect
any other  provision  of this  Agreement,  which shall  remain in full force and
effect.

     12.06 Waiver or Breach.  No waiver of or failure to enforce any  provisions
of this Agreement shall be deemed,  or shall  constitute,  a waiver of any other
provision  of this  Agreement,  nor shall  such  waiver or  failure  to  enforce
constitute a continuing waiver.

     12.07  Assignment.  This  Agreement may not be  transferred  or assigned by
either party without the prior written consent of the other party.




<PAGE>

     12.08 Further Assurances. The parties agree to execute and deliver all such
further  documents,  agreements and  instruments and take such other and further
action as may be necessary or  appropriate  to carry out the purposes and intent
of this Agreement.

     12.09 Entire Agreement. This Agreement constitutes the entire understanding
between the parties with respect to the subject matter hereof and supercedes any
and all prior understandings and agreements, oral and written, relating hereto.

     12.10 Headings.  The section  headings  appearing in this Agreement are for
purposes of each  reference and shall not be considered a part of this Agreement
or in any way modify, amend or affect its provisions.

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

                                      EMPLOYER:

                                      IMSCO TECHNOLOGIES, INC.

                                      By:____________________________________
                                      Title:____________________


                                      EMPLOYEE:



                                           Alexander T. Hoffmann