EMPLOYMENT AGREEMENT

THIS EMPLOYMENT  AGREEMENT (this "Agreement") is made and entered into effective
as of the 12th day of May, 1999 (the  "Effective  Date"),  by and between MILLER
INDUSTRIES,  INC.,  a  corporation  organized  under  the  laws of the  State of
Tennessee, USA (the "Company"), and JAMES A. MCKINNEY (the "Executive").

For and in  consideration  of the  mutual  covenants  and  agreements  contained
herein, and other good and valuable  consideration,  the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:

         1.  EMPLOYMENT.  Subject to the terms and conditions of this Agreement,
Executive  shall be employed by the  Company as Chief  Executive  Officer - Road
One,  Inc.,  and shall perform such duties and functions for the Company and any
company  controlling,  controlled  by or under  common  control with the Company
(such  companies  hereinafter  collectively  called  "Affiliates")  as  shall be
specified  from time to time by the  Chairman  of the  Board;  Executive  hereby
accepts such  employment and agrees to perform such  executive  duties as may be
assigned to him.

         2. DUTIES.  Executive  shall devote his full business  related time and
best efforts to accomplishing  such executive duties at such locations as may be
requested  by the Chairman of the Board of the  Company.  While  employed by the
Company, Executive shall not serve as a principal, partner, employee, officer or
director of, or consultant to, any other business or entity conducting  business
for profit  without the prior  written  approval of the Chairman of the Board of
the  Company.  In  addition,  under no  circumstances  will  Executive  have any
financial  interest in any competitor of the Company;  provided,  however,  that
Executive may invest in no more than 2% of the  outstanding  stock or securities
of any  competitor  whose  stock or  securities  are traded on a national  stock
exchange of any country.

         3. TERM.  The initial term of this  Agreement  shall be three (3) years
commencing  on the date  hereof  ("Effective  Date")  and  ending  on the  third
anniversary of the Effective Date. Beginning with the first annual shareholders'
meeting at which directors are to be elected following the Effective Date and as
of each  annual  shareholders'  meeting  at which  directors  are to be  elected
thereafter,  Executive's  employment  and the  term of this  Agreement  shall be
extended  automatically  (without  further  action by either the  Company or the
Executive)  for an additional  period such that the Term of this  Agreement will
end on the 3rd anniversary of such shareholders'  meeting,  unless no later than
10 days following the date of such shareholders'  meeting,  the Company provides
the Executive  with written  notice that the Term of this Agreement is not being
extended. Notwithstanding the above, the Term of this Agreement shall end on the
Executive's 65th birthday.

         4.  COMPENSATION AND BENEFITS.  As compensation for his services during
the Term of this Agreement,  Executive shall be paid and receive the amounts and
benefits set forth in subsections (a), (b), (c) and (d) below:

         (a) BASE  SALARY.  An annual  base salary  ("Base  Salary") of $250,000
prorated for any partial year of  employment.  Executive's  Base Salary shall be
subject  to  annual  review,  commencing  as of  the  first  anniversary  of the
Effective Date of this  Agreement,  for  adjustments at such time as the Company
conducts salary reviews for its executive officers generally. Executive's salary
shall be payable in accordance with the Company's  regular payroll  practices in
effect from time to time for executive officers of the Company.
<PAGE>

         (b) BONUS.  In  addition to the Base  Salary,  the  Executive  shall be
entitled to participate in any of the Company's present and future stock or cash
based bonus plans that are  generally  available to its executive  officers,  as
such plans may exist or be changed  from time to time at the  discretion  of the
Company

         (c) OTHER  BENEFITS.  Executive shall be entitled to vacation with pay,
life  insurance,  health  insurance,  fringe  benefits,  and such other employee
benefits generally made available by the Company to its executive  officers,  in
accordance with the established plans and policies of the Company,  as in effect
from time to time.

         (d)  STOCK  OPTIONS.  As of  the  Effective  Date  of  this  Agreement,
Executive  will be granted  200,000 stock  options under the Miller  Industries,
Inc. Stock Option and Incentive  Plan ("Stock  Option Plan") in accordance  with
Schedule A attached hereto.

         5.       TERMINATION.

         (a) BY EXECUTIVE.  Executive may  voluntarily  terminate his employment
hereunder at any time, to be effective 60 days after  delivery to the Company of
his signed,  written  resignation;  Company may accept said  resignation and pay
Executive in lieu of waiting for passage of the notice period.

         (b) BY COMPANY.  Subject to the terms of this  Paragraph  and Paragraph
5(c) below, the Company may terminate Executive's  employment hereunder,  in its
sole  discretion,  whether  with or without  just cause (as defined in Paragraph
5(b)(ix) below and subject to the notice periods described therein), at any time
upon  written  notice  to  Executive.  If,  prior to the end of the Term of this
Agreement,  the Company terminates Executive's employment without just cause (as
defined in (ix) below),  the Executive shall be entitled to receive,  as damages
payable  as a result of,  and  arising  from,  a breach of this  Agreement,  the
compensation  and benefits  set forth in (i) through (iv) below,  subject to the
Executive's  obligation  to  mitigate  damages  by  reducing  the  amounts he is
entitled to receive hereunder by earnings from subsequent employment as provided
in (viii) below. The time periods in (i) through (iii) below shall be the lesser
of  36-months  or the  time  period  remaining  from  the  date  of  Executive's
termination to the end of the Term of this Agreement (the "Severance Period").

         (i) Base Salary.  The  Executive  will  continue to receive his current
             -----------
         Base Salary  (subject to withholding  of all  applicable  taxes and any
         amounts  referred to in paragraph (iii) below) for the Severance Period
         in the same manner as it was being paid as of the date of  termination.
         For purposes hereof, the Executive's "current Base Salary" shall be the
         highest  rate in effect  during the  twelve-month  period  prior to the
         Executive's termination.

                  (ii) Bonus. The Executive shall receive monthly bonus payments
                       -----
         from the  Company for the  Severance  Period in an amount for each such
         month  equal to  one-twelfth  of the average  ("Average  Bonus") of the
         bonuses  earned  by  him  for  the  three  calendar  years  immediately
         preceding the year in which such termination  occurs. Any bonus amounts
         that the Executive had previously earned from the Company but which may
         not yet have  been  paid as of the  date of  termination  shall  not be
         affected by this  provision.  Executive  shall also receive,  within 60
         days  after  the date of his  termination,  a  prorated  bonus  for any
         uncompleted fiscal year at the date of termination equal to the Average
         Bonus  multiplied  by the number of days he worked in such year divided
         by 365 days.
<PAGE>

         (iii) Health and Life Insurance Coverage. Any health and life insurance
               ----------------------------------
         benefits  coverage  (including any executive  medical plan) provided to
         the  Executive  at his date of  termination  shall be  continued by the
         Company at its  expense at the same level and in the same  manner as if
         his employment had not terminated  (subject to the customary changes in
         such  coverages if the  Executive  retires  under a Company  retirement
         plan, reaches age 65 or similar events and subject to Executive's right
         to make any  changes  in such  coverages  that an  active  employee  is
         permitted  to  make),  during  the  Severance  Period.  Any  additional
         coverages  the  Executive  had  at  termination,   including  dependent
         coverage, will also be continued for such period on the same terms. Any
         costs  the  Executive  was  paying  for such  coverages  at the time of
         termination shall be paid by the Executive by separate check payable to
         the  Company  each month in advance.  If the terms of any benefit  plan
         referred to in this paragraph do not permit continued  participation by
         the Executive,  then the Company will arrange for other coverage at its
         expense  providing   substantially  similar  benefits.   The  coverages
         provided for in this paragraph  shall be applied against and reduce the
         period for which COBRA will be provided.

         (iv)  Stock  Options.  As  of  Executive's  date  of  termination,  all
               --------------
         outstanding  stock options  granted to Executive under the Stock Option
         and Incentive Plan and any other Company stock option plan shall become
         100% vested and immediately  exercisable.  To the extent necessary, the
         provisions of this paragraph (iv) shall  constitute an amendment of the
         Executive's stock option agreements under the Stock Option Plans.

                  (v)  Effect of Death.  In the event of the  Executive's  death
                       ---------------
         after his termination of employment by the Company under this Paragraph
         5(b),  the benefits  payable under (i) and (ii) of this  Paragraph 5(b)
         shall  continue  for a period of twelve  (12)  months,  or, if shorter,
         until the end of the Term of this Agreement;  provided,  however,  such
         payments  will be paid in a lump sum payment  within 60 days  following
         the  Executive's  death, to the Executive's  surviving  spouse,  or, if
         none,  to  the  Executive's  estate.  In  addition,  in  the  event  of
         Executive's death, any dependent coverage in effect under (iii) of this
         Paragraph 5(b) shall continue at the Company's expense, for a period of
         12 months, or, if shorter, until the end of the Term of this Agreement.

                  (vi)   Other   Termination.   Executive   hereby   agrees  and
                         -------------------
         acknowledges that if he voluntarily resigns from his employment,  or is
         terminated  for  just  cause,  prior  to the  end of the  Term  of this
         Agreement,  then he shall be  entitled  to no payment  or  compensation
         whatsoever from the Company under this Agreement,  other than as may be
         due him  through  his  last  day of  employment  including  any  vested
         benefits and any benefit continuation or conversion rights which he may
         have in  accordance  with the  established  plans and  policies  of the
         Company.

                  (vii) Change in Control. Notwithstanding any provision of this
                        -----------------
         Agreement to the  contrary,  if  Executive's  employment  is terminated
         (whether by the Company or by Executive) under circumstances that would
         entitle him to receive  benefits  under his agreement  with the Company
         providing compensation and benefits for termination following a "change
         in control" of the  Company  (as defined in such  agreement),  then any
         such termination shall be treated under this Agreement as a termination
         by the Company  without just cause and the Executive  shall be entitled
         to the  compensation  and  benefits set forth in (i) through (iv) above
         for the time periods  provided in this Paragraph 5(b), and such amounts
         shall be treated as damages payable as a result of, and arising from, a
         breach of this Agreement.


<PAGE>

                  (viii) Obligation to Mitigate. Although Executive shall not be
                         ----------------------
         required to seek subsequent employment, if Executive accepts subsequent
         employment during the period he is receiving  compensation and benefits
         under (i) through  (iii) above,  Executive  shall be required to notify
         the Company within 10 days of accepting such subsequent employment, and
         the  Executive  shall be required to mitigate  damages by reducing  the
         amount of  severance  payments he is entitled to receive  under (i) and
         (ii)  above by any  compensation  he earns from  subsequent  employment
         during the period he is  entitled  to  compensation  under (i) and (ii)
         above. In addition,  the life insurance  coverage being continued under
         (iii) above shall  terminate as of the date of the  commencement of the
         Executive's  subsequent  employment,  and the health insurance coverage
         being  provided  under (iii) above shall  terminate  as of the date the
         Executive  becomes  covered  under  a  health  plan  of the  subsequent
         employer.

                  (ix) "For Just  Cause".  For purposes of this  Agreement,  the
                       -----------------
         phrase "for just cause" shall mean:  (A)  Executive's  material  fraud,
         malfeasance,  gross negligence,  or willful  misconduct with respect to
         business affairs of the Company which is directly or materially harmful
         to the business or reputation  of the Company or any  subsidiary of the
         Company;   (B)   Executive's   conviction  of  or  failure  to  contest
         prosecution for a felony or a crime involving moral  turpitude;  or (C)
         Executive's  material  breach  of  this  Agreement.  A  termination  of
         Executive  for just cause  based on clause (A) or (C) of the  preceding
         sentence  shall take effect 30 days after the  Executive  receives from
         Company written notice of intent to terminate and Company's description
         of the  alleged  cause,  unless  Executive  shall,  during  such 30-day
         period,   remedy  the  events  or  circumstances   constituting  cause;
         provided,  however, that such termination shall take effect immediately
         upon the giving of written  notice of  termination  of just cause under
         any clause if the Company shall have determined in good faith that such
         events or circumstances are not remediable (which  determination  shall
         be stated in such notice).

         (c) BY DEATH OR DISABILITY. If Executive's employment is terminated due
to Executive's death, the Executive's  surviving spouse, or if none, his estate,
shall receive the benefits  payable under (i) and (ii) of Paragraph  5(b) above;
provided,  however, such payments shall be for a period of 12 months rather than
36 months and such payments  shall be made in a lump sum payment  within 60 days
of the  Executive's  death.  In  addition,  if the  Executive's  dependents  are
eligible to and actually  elect to continue  under COBRA any coverages  provided
under Paragraph 5(b)(iii), the Company shall pay the cost of such COBRA coverage
for  a  period  of 12  months  following  the  date  of  Executive's  death.  If
Executive's  employment is terminated due to Executive's  disability (as defined
in the Company's  long-term  disability plan or insurance  policy, or if no such
plan or policy, as determined in good faith by the Company),  Executive shall be
entitled to the benefits  payable or to be provided under (i),  (ii),  (iii) and
(iv) of Paragraph 5(b); provided, however, the benefits under (i), (ii) or (iii)
of Paragraph  5(b) shall be payable or to be provided for a period of 24 months.
Executive  or his estate,  as the case may be,  shall not by  operation  of this
paragraph  forfeit  any rights in which he is vested at the time of his death or
disability.

         (d)  Upon   termination  of  Executive's   employment  for  any  reason
whatsoever (whether voluntary on the part of Executive, for just cause, or other
reasons),  the  obligations  of Executive  pursuant to Paragraphs 6 and 7 hereof
shall survive and remain in effect for the periods described in Paragraph 6.

         6. COMPETITION, CONFIDENTIALITY, AND NONSOLICITATION.  Executive agrees
to be bound by the terms and conditions of the Noncompetition Agreement attached
hereto as Exhibit "A", which is hereby made a part of this Agreement.
<PAGE>

         7. INJUNCTIVE RELIEF.  The Executive  acknowledges that his services to
be rendered to the Company are of a special and unusual  character  which have a
unique value to the Company,  the loss of which cannot adequately be compensated
by damages in an action at law.  Executive further  acknowledges that any breach
of the terms of Paragraph  6,  including  Exhibit "A",  would result in material
damage to the Company,  although it might be difficult to establish the monetary
value of the damage. Executive therefore agrees that the Company, in addition to
any other  rights and  remedies  available to it, shall be entitled to obtain an
immediate  injunction  (whether  temporary  or  permanent)  from  any  court  of
appropriate  jurisdiction  in the event of any such breach thereof by Executive,
or threatened  breach which the Company in good faith believes will or is likely
to result in  irreparable  harm to the  Company.  The  existence of any claim or
cause of action by Executive  against the Company,  whether  predicated  on this
Agreement or otherwise, shall not constitute a defense to the enforcement by the
Company of Executive's agreement under this Paragraph and Paragraph 6 above.

         8.       MISCELLANEOUS.

         (a) NOTICE.  Any notice or other  communication  required or  permitted
under this  Agreement  shall be effective  only if it is in writing and shall be
deemed to have been duly given  when  delivered  personally  or seven days after
mailing if mailed first class by registered or certified mail,  postage prepaid,
addressed as follows:

           If to the Company:       Miller Industries, Inc.
                                    P.O. Box 120
                                    8503 Hilltop Drive
                                    Ooltewah, Tennessee 37363
                                    Attention:  Chairman of the Board

           If to the Executive:     James A. McKinney
                                    1300 Twelve Oaks Circle
                                    Atlanta, Georgia 30327

     or to such  other  address  as any  party  may  designate  by notice to the
     others.

         (b) ENTIRE AGREEMENT.  This Agreement  constitutes the entire agreement
between the parties  hereto with respect to the  Executive's  employment  by the
Company,  and  supersedes  and is in full  substitution  for  any and all  prior
understandings or agreements with respect to the Executive's employment.

         (c)  AMENDMENT.  This Agreement may be amended only by an instrument in
writing  signed by the parties  hereto,  and any provision  hereof may be waived
only by an instrument in writing signed by the party or parties  against whom or
which  enforcement of such waiver is sought.  The failure of either party hereto
to comply  with any  provision  hereof  shall in no way affect the full right to
require such performance at any time thereafter,  nor shall the waiver by either
party hereto of a breach of any provision hereof be taken or held to be a waiver
of any succeeding breach of such provision, or a waiver of the provision itself,
or a waiver of any other provision of this Agreement.

         (d) BINDING EFFECT. This Agreement is binding on and is for the benefit
of the  parties  hereto  and  their  respective  successors,  heirs,  executors,
administrators and other legal  representatives.  Neither this Agreement nor any
right or  obligation  hereunder may be assigned by the Executive or the Company,
except for assignment by the Company to any wholly owned subsidiary.
<PAGE>

         (e) SEVERABILITY AND  MODIFICATION.  If any provision of this Agreement
or portion thereof is so broad, in scope or duration, so as to be unenforceable,
such provision or portion thereof shall be interpreted to be only so broad as is
enforceable.  In addition, to the extent that any provision of this Agreement as
applied to either party or to any circumstances  shall be adjudged by a court of
competent  jurisdiction  to be void or  unenforceable,  the same shall in no way
affect any other  provision of this Agreement or the validity or  enforceability
of this Agreement.

         (f) INTERPRETATION.  This Agreement shall be interpreted, construed and
governed by and under the laws of the State of Tennessee. Each party irrevocably
(i) consents to the exclusive  jurisdiction  and venue of the courts of Hamilton
County,  State of  Tennessee  and  federal  courts in the  Eastern  District  of
Tennessee,  in any action arising under or relating to this Agreement (including
Exhibit "A"  hereto),  and (ii) waives any  jurisdictional  defenses  (including
personal  jurisdiction  and venue) to any such action.  If any provision of this
Agreement  is deemed or held to be  illegal,  invalid,  or  unenforceable  under
present or future laws effective during the term hereof, this Agreement shall be
considered  divisible and  inoperative  as to such provision to the extent it is
deemed to be illegal,  invalid or unenforceable,  and in all other respects this
Agreement shall remain in full force and effect; provided,  however, that if any
provision  of  this  Agreement  is  deemed  or held to be  illegal,  invalid  or
unenforceable  there shall be added hereto  automatically a provision as similar
as possible to such  illegal,  invalid or  unenforceable  provision  as shall be
legal,  valid or enforceable.  Further,  should any provision  contained in this
Agreement  ever be reformed  or  rewritten  by any  judicial  body of  competent
jurisdiction,  such provision as so reformed or rewritten  shall be binding upon
the Executive and the Company.

         (g) FAILURE TO ENFORCE. The failure of either party hereto at any time,
or for any period of time, to enforce any of the  provisions  of this  Agreement
shall not be construed as a waiver of such  provision(s) or of the right of such
party hereafter to enforce each and every such provision.

         (h)   COUNTERPARTS.   This   Agreement   may  be  executed  in  several
counterparts,  each of which shall be deemed an original, but all of which shall
constitute one and the same instrument.

         (i) NO  CONFLICTING  AGREEMENT.  The Executive  represents and warrants
that he is not party to any  agreement,  contract or  understanding  which would
prohibit  him  from  entering  into  this  Agreement  or  performing  fully  his
obligations hereunder.

         (j)  HEADINGS.  The  headings and  subheadings  of this  Agreement  are
inserted for  convenience  of  reference  only and are not to be  considered  in
construction of the provisions hereof.

         (k) CONSTRUCTION.  The Company and the Executive  acknowledge that this
Agreement  was the result of  arm's-length  negotiations  between  sophisticated
parties each  represented  by legal  counsel.  Each and every  provision of this
Agreement shall be construed as though both parties  participated equally in the
drafting  of  same,  and any  rule of  construction  that a  document  shall  be
construed against the drafting party shall not be applicable to this Agreement.
<PAGE>

         IN WITNESS  WHEREOF,  the Company and the Executive  have executed this
Agreement effective as of the date first written above.

                                                   EXECUTIVE

                                                   /s/  James A. McKinney
                                                   James A. McKinney

                                                   MILLER INDUSTRIES, INC.

                                                   By:    /s/  William G. Miller

                                                   Its   Chairman


<PAGE>


                              SCHEDULE A - OPTIONS

         Incentive  Stock Options to purchase  80,000  shares of Company  common
stock,  or if less,  the maximum  number that can be granted as incentive  stock
options, with an exercise price of 100% of market value on the Effective Date.

         The remainder of the 200,000 options  (approximately  120,000  options)
shall be  nonqualified  stock options to purchase shares of Company common stock
at an exercise price of $4.00 per share.

         All options shall vest 25% on each of the 1st through 4th anniversaries
of the grant date.



<PAGE>



                                   EXHIBIT "A"


                            NONCOMPETITION AGREEMENT


THIS  NONCOMPETITION  AGREEMENT is entered into  effective this 12th day of May,
1999, between MILLER INDUSTRIES, INC. (the "Company") and JAMES A. MCKINNEY (the
"Executive")  contemporaneously  with  and as part of the  Employment  Agreement
between the parties to which this Noncompetition Agreement is attached.


REASONS FOR THIS NONCOMPETITION AGREEMENT:  During Executive's relationship with
the Company  Executive has learned,  will learn,  or has or will have access to,
important proprietary  information related to the manufacturing and distribution
of towing  and  recovery  equipment,  and  towing  services  (collectively,  the
"Company's  Business").  Executive  acknowledges that the proprietary  customer,
operations, financial, and business information that has been or will be learned
or accessible has been and will be developed  through the Company's  expenditure
of substantial effort, time and money; and together with relationships developed
with  customers  and  employees,  could  be used to  compete  unfairly  with the
Company.  The  Company's  ability to sell its  products on a  competitive  basis
depends, in part, on its proprietary information and customer relationships, and
the  Company  would not share  this  information,  provide  training  or promote
Executive's relationship with customers if the Company believed that it would be
used  in  competition  with  the  Company,   which  non-disclosure  would  cause
Executive's performance and opportunities to suffer.


In  consideration  of  employment  or continued  employment  and other  valuable
consideration,  the  receipt  and  sufficiency  of which are  acknowledged,  the
Company and Executive agree:


1. DEFINITIONS: - For this Agreement, the following terms shall have the meaning
specified below:


        (A) PERSON: - any individual,  corporation,  limited liability  company,
partnership,  joint venture,  association,  unincorporated organization or other
entity.


        (B)  TERMINATION  DATE:  -  the  date  of  Executive's   termination  of
employment  from  the  Company,   whether  such   termination  is  voluntary  or
involuntary,  whether  with or without  cause,  and whether  before or after the
expiration of the Term of the Executive's Employment Agreement.


        (C) CUSTOMERS:  - all Persons (i) that Executive  solicited or contacted
on behalf of the Company;  (ii) whose dealings with the Company were coordinated
or supervised,  in whole or in part, by Executive; or (iii) about whom Executive
possessed  Confidential  Information,  in each case during the  one-year  period
immediately prior to the Executive's Termination Date.


        (D)  CONFIDENTIAL  INFORMATION:  - information,  without regard to form,
relating to the  Company's  customers,  operation,  finances,  and business that
derives  value,  actual or potential,  from not being  generally  known to other
Persons,  including,  but  not  limited  to,  technical  or  nontechnical  data,
formulas,   patterns,   compilations   (including   compilations   of   customer
information),  programs (including fulfillment and marketing programs), devices,
methods (including fulfillment methods),  techniques,  processes, financial data
(including  sales  forecasts),  or lists of actual  or  potential  customers  or
suppliers (including identifying information about those customers),  whether or
not reduced to writing.  Confidential Information includes information disclosed

<PAGE>

to the Company by third  parties  that the Company is  obligated  to maintain as
confidential.  Confidential  Information  subject to this  Agreement may include
information that is not a trade secret under applicable law, but information not
constituting  a trade secret only shall be treated as  Confidential  Information
under this Agreement for a two year period after the Termination Date.

        (E) TERRITORY:  - the term  "Territory" as used in this Agreement  means
the  continental  United  States.  Executive  acknowledges  that  Executive will
provide services to Company and will have a substantial  impact on the Company's
Business throughout the Territory.

        (F) COMPETING BUSINESS:  - any Person (other than the Company) providing
or offering goods or services  identical to or reasonably  substitutable for the
Company's Business.

2.  CONFIDENTIAL  INFORMATION:  -  Executive  shall use best  efforts to protect
Confidential  Information.   During  or  after  association  with  the  Company,
Executive will not use or disclose any of the Company's Confidential Information
except in connection with his duties performed in accordance with his Employment
Agreement or except with the prior written  consent of the Chairman of the Board
of the Company; provided,  however, Executive may make disclosures required by a
valid order or subpoena issued by a court or administrative  agency of competent
jurisdiction,  in which event Executive will promptly notify the Company of such
order or  subpoena  to  provide  the  Company  an  opportunity  to  protect  its
interests.

3. RETURN OF MATERIALS:  - On the  Termination  Date or for any reason or at any
time at the Company's  request,  Executive will deliver  promptly to the Company
all materials,  documents, plans, records, notes, or other papers and any copies
in  Executive's  possession  or  control  relating  in any way to the  Company's
Business, which at all times shall be the property of the Company.

4. SOLICITATION OF EMPLOYEES:  - During employment and for a period of 24 months
following his Termination  Date,  Executive will not solicit or induce or in any
manner attempt to solicit or induce, any person employed by the Company to leave
such  employment,  whether  or not such  employment  is  pursuant  to a  written
contract with the Company or at will.

5. SOLICITATION OF CUSTOMERS:  - During employment and for a period of 24 months
following his  Termination  Date,  Executive will not solicit  Customers for the
purpose of providing or offering products or services identical to or reasonably
substitutable for the Company's Business.

6. LIMITATIONS ON  POST-TERMINATION  COMPETITION:  - During employment and for a
period of 24 months following his Termination  Date,  Executive will not, within
the  Territory,  be employed  or engaged by a Competing  Business as a director,
executive, officer, manager, consultant or equivalent position.

7.  Notwithstanding  any  provision  of  this  Agreement  to  the  contrary,  if
Executive's  employment is  terminated  (whether by the Company or by Executive)
under  circumstances  that  would  entitle  him to  receive  benefits  under his
agreement with the Company providing  compensation and benefits for terminations
following a "change in  control" of the Company (as defined in such  agreement),
then the time periods in Paragraphs 5 and 6 above shall be reduced to 12 months.

8.  DISPARAGEMENT:  - Executive shall not at any time make false,  misleading or
disparaging  statements about the Company,  including its products,  management,
employees, and customers.

<PAGE>

9. OWNERSHIP OF CONFIDENTIAL  INFORMATION.  The Executive hereby agrees that any
and all improvements,  inventions,  discoveries,  formulas,  processes, methods,
know-how,  confidential  data, trade secrets and other  proprietary  information
(collectively "Work Product") within the scope of any business of the Company or
any affiliate  which the Executive may conceive or make or has conceived or made
during his  employment  with the Company shall be and are the sole and exclusive
property of the Company, and that the Executive shall,  whenever requested to do
so by the Company,  at its expense,  execute and sign any and all  applications,
assignments or other  instruments  and do all other things which the Company may
deem  necessary  or  appropriate  (i) in order to apply for,  obtain,  maintain,
enforce or defend letters patent of the United States or any foreign country for
any Work Product, or (ii) in order to assign, transfer, convey or otherwise make
available to the Company the sole and exclusive right, title and interest in and
to any Work Product.


10.  INTERPRETATION;  SEVERABILITY:  - Rights and restrictions in this Agreement
may be exercised and are  applicable  only to the extent they do not violate any
applicable  laws, and are intended to be limited to the extent necessary so they
will not render this Agreement illegal,  invalid, or unenforceable.  If any term
shall  be held  illegal,  invalid,  or  unenforceable  by a court  of  competent
jurisdiction,  the remaining  terms shall remain in full force and effect.  This
Agreement  does not in any way  limit  the  Company's  rights  under the laws of
unfair  competition,  trade secret,  copyright,  patent,  trademark or any other
applicable  laws(s),  which are in addition to rights under this Agreement.  The
existence  of a claim by  Executive,  whether  predicated  on this  Agreement or
otherwise,  shall not constitute a defense to the Company's  enforcement of this
Agreement.