EXHIBIT 10.12

                                    RESTATED
                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT  AGREEMENT,  dated as of January 1, 1998 (Agreement) is
made by and among ESSEX BANCORP,  INC.  ("BANCORP"),  ESSEX SAVINGS BANK, F.S.B.
("ESB")  AND  ESSEX  MORTGAGE  CORPORATION  ("EMC")  (Bancorp,  ESB  and EMC are
referred to collectively  herein as the Essex Employers),  and GENE D. ROSS (the
"Employee").

         WHEREAS,  the Essex Employers and Employee entered into a comprehensive
employment  agreement in 1995,  which  agreement was  subsequently  amended (the
"1995 Agreement"); and

         WHEREAS,  the Essex  Employers and Employee  desire to restate the 1995
Agreement and continue the employment of Employee on the terms provided herein;

         NOW,  THEREFORE,  in consideration  of the mutual  covenants  contained
herein, the parties agree as follows:

                                    ARTICLE I

                EMPLOYMENT OF THE EMPLOYEE BY THE ESSEX EMPLOYERS

         Section 1.1.  Employment.  Each of the Essex Employers  hereby confirms
the continued  employment  of Employee in the  respective  capacities  described
below:

                  Bancorp           President and Chief Executive Officer
                  ESB               President and Chief Executive Officer
                  EMC               President and Chief Executive Officer

Employee accepts such continued employment and agrees to abide by the respective
Certificates  or  Articles of  Incorporation,  Bylaws and the  decisions  of the
Boards  of  Directors  of each of the Essex  Employers.  Employer  and  Employee
acknowledge  that Employee also serves as an officer of certain other direct and
indirect subsidiaries of the Essex Employers.

         Section 1.2. Term.  This Agreement and Employee s employment  hereunder
shall continue for a period of one year (the "Initial Term"), subject,  however,
to earlier termination as provided in Article III below. Prior to the end of the
Initial Term (or any renewal period thereafter),  the Employee and the Boards of
Directors of the Essex  Employers may agree in writing to renew the term of this
Agreement  for a successive  one (1) year  period.  Prior to such  renewal,  the
Boards of Directors of the Essex Employers, or committees thereof, shall prepare
an annual  performance  evaluation  of Employee.  The Boards of Directors of the
Essex Employers will review the Agreement and Employee s performance  evaluation
annually  for the purpose of  determining  whether to renew the  Agreement.  The
results of the Boards  review  shall be  included  in minutes of the  applicable
Board meetings. The Initial Term, together with any renewals thereof is referred
to herein as the "Term."

         Section  1.3.  Director of Essex  Employers.  The  Employee  shall,  if
elected  or  appointed,  serve as a  Director  of each of the  Essex  Employers.
However,  nothing in this  Agreement  shall be construed as requiring  the Essex
Employers,  its  shareholders  or agents to cause the election or appointment of
the Employee as a Director of the Essex Employers.

         Section  1.4.  Duties and  Responsibilities.  The  Employee is employed
pursuant  to the terms of this  Agreement  and agrees to devote his entire  work
time,  attention  and  energies  to the  business  of the Essex  Employers.  The
Employee  shall have such rights and  responsibilities,  and shall  perform such
duties,  as are  customary  for the  offices of  President  and Chief  Executive
Officer (and any other applicable  officer),  as the case may be with respect to
each of the Essex  Employers,  of a corporation,  as the same may be modified or
otherwise  determined and assigned to him by the respective  Boards of Directors
of the Essex  Employers.  The Employee  understands that he shall be required to
maintain  his  present  residence  in the general  vicinity  of Virginia  Beach,
Virginia for the purpose of performing his duties under this Agreement.

         Section 1.5.  Indemnification.

                  (a)  Indemnification  by  Bancorp.  Bancorp  hereby  agrees to
indemnify and hold  harmless the Employee from and against any loss,  liability,
claim or expense  arising  from the Employee s  performance  of his duties under
this Agreement to any of the Essex Employers, or to any other direct or indirect
subsidiary  of Bancorp to the  fullest  extent  permitted  by Section 145 of the
Delaware General Corporation Law.

                  (b) Indemnification by ESB. ESB hereby agrees to indemnify and
hold  harmless  the  Employee  from and  against any loss,  liability,  claim or
expense  arising  from the  Employee's  performance  of his  duties  under  this
Agreement to ESB, to the fullest extent permitted by applicable federal statutes
and regulations, including, without limitation, 12 C.F.R. ss. 545.121.

                  (c) Indemnification by EMC. EMC hereby agrees to indemnify and
hold  harmless  the  Employee  from and  against any loss,  liability,  claim or
expense  arising  from  Employee's  performance  of his duties to EMC, or to any
direct or indirect  subsidiary of EMC under this Agreement to the fullest extent
permitted by the Virginia Stock Corporation Act.

                                   ARTICLE II

                                  COMPENSATION

         Section  2.1.  Basic  Salary.  The  Essex  Employers  shall  pay to the
Employee an aggregate basic salary at a rate of $189,000 per year (the "Salary")
during  the  Term  of  this  Agreement,   payable  in  arrears  in  semi-monthly
installments  (after  deduction  of  federal,  state and local  withholding  and
similar taxes and charges) in accordance with the usual employment  practices of
the Essex Employers.

         Section 2.2.  Bonus.  The Employee may, but is not entitled to, receive
from the Essex  Employers  increases  in Salary or  Bonuses  (collectively,  the
"Bonus")  based  on  standards  of  financial  performance  for  Bancorp  to  be
established  by the Board of Directors of Bancorp and, if required,  approved by
the Office of Thrift Supervision ("OTS"),  which Bonuses may be awarded not more
frequently than one time during each calendar year.

         Section  2.3.  Regulatory  Approval.  Any  compensation  payable to the
Employee  pursuant to this  Agreement,  including  any severance pay or benefits
otherwise due under Section 3.7, shall be subject to review and  disallowance by
the OTS or other competent  regulatory  body,  provided that any modification in
the Employee s compensation  required by the OTS or other  competent  regulatory
body shall not alter in any way the duties or  obligations of the Employee under
this Agreement.  All filing fees and charges  incident to any application of the
Employee for approval of this  Agreement or amounts  payable  hereunder  will be
paid by the Essex Employers.

         Section  2.4.  Vacation.  Employee  shall be  entitled  to paid  annual
vacation in accordance  with the policies  established  from time to time by the
Board of  Directors  of  Bancorp.  In the event  Employee  fails to use his full
annual  paid  vacation  during  any year,  he shall be paid for each day of such
unused  vacation  (with the amount of such  payment  based on his Annual  Salary
prorated on a daily basis).

                                   ARTICLE III

                                   TERMINATION

         Section  3.1.  Termination  by  Bancorp  Without  Cause.  The  Board of
Directors  of Bancorp may  terminate  this  Agreement  and Employee s employment
hereunder  without  Cause (as  defined  in  Section  3.3 below) at any time upon
forty-five  (45)  days  written  notice  to the  Employee.  In such  event,  the
Employee,  if requested by the Board of Directors of Bancorp,  shall continue to
render the services to the Essex Employers required under this Agreement, and in
any event shall be paid the amount of Salary and vacation pay otherwise  payable
if the Employee had remained an Employee hereunder,  to the date of termination.
No termination  hereunder  shall be effective to avoid the payment of any Bonus,
Salary and  vacation  pay  previously  earned by the  Employee.  If  Employee is
terminated by Bancorp without Cause, Employee shall be entitled to the severance
benefit  described in Section  3.7(a)  below  (assuming  termination  prior to a
Change in Control as defined in Section  3.7(b)  below).  In the event the Essex
Employers decline to renew this Agreement upon expiration of its Initial Term or
any annual renewal term  thereafter,  Bancorp shall be deemed to have terminated
Employee without Cause.

         Section  3.2.  Termination  by the  Employee  Without  Just Cause.  The
Employee,  without Just Cause (as defined in Section 3.4 below),  may  terminate
this  Agreement and his  employment  hereunder as to any of the Essex  Employers
upon 45 days written notice to each of the directors of Bancorp.  In such event,
the  Employee  shall  continue to render the  services  to such Essex  Employers
required  under this  Agreement and shall be paid solely the Salary and vacation
accrued and prorated to the date of the termination.

         Section 3.3.  Termination by Bancorp With Cause. The Board of Directors
of Bancorp may  terminate  this  Agreement  and Employee s employment  as to all
Essex Employers at any time immediately with notice for "Cause." For purposes of
this Agreement,  termination for "Cause" shall mean  termination  because of the
Employee s personal dishonesty, gross incompetence,  willful misconduct,  breach
of fiduciary  duty involving  personal  profit,  intentional  failure to perform
stated  duties,  willful  violation of any law, rule or  regulation  (other than
traffic violations or other violations that have no material  detrimental effect
on the Essex  Employers) or final cease and desist order,  or material breach of
any  provision of this  Agreement.  In such event,  the  Employee  shall be paid
solely  his  Salary  and  vacation  pay  accrued  and  prorated  to the  date of
termination.

         Section 3.4.  Termination by Employee With Just Cause. The Employee may
terminate this Agreement and his employment  hereunder as to all Essex Employers
at any time,  immediately  with notice,  for "Just  Cause." For purposes of this
Section 3.4, the term "Just  Cause"  shall mean:  (a) a reduction in  Employee's
Salary  without his  consent;  (b) an Essex  Employer-imposed  requirement  that
Employee  relocate his office to a location which is more than ninety (90) miles
from Norfolk,  Virginia without Employee's consent; (c) a material change by the
Essex Employers in Employee's titles and/or reporting  responsibilities  without
Employee's  consent,  which change is not reversed within ten (10) business days
after written notice by Employee  objecting to the change; or (d) failure by the
Essex Employers to comply with any material  provision of this Agreement,  which
failure has not been cured within ten (10) business days after written notice of
such  noncompliance  has been given by the Employee to each of the  directors of
Bancorp. In the event the Employee terminates this Agreement for Just Cause, the
Employee  shall be entitled to the severance  benefits  described in Section 3.7
below (assuming  termination  prior to a Change in Control as defined in Section
3.7(b) below), plus his Salary and vacation pay accrued and prorated through the
effective date of termination.

         Section  3.5.   Termination  Upon  Death  or  Permanent  Disability  of
Employee.

         In  addition  to any other  provision  relating  to  termination,  this
Agreement shall be automatically terminated in the event of the Employee's death
or  permanent  disability  as defined in  Bancorp's  group long term  disability
insurance  plan for  employees.  In such event,  the Employee  shall be paid the
amount of the Salary otherwise  payable if the Employee had remained an Employee
for an  additional  six (6) months  subsequent to his death (or  disability,  as
applicable),  as well as the Salary and vacation pay accrued and prorated to the
date of death (or disability, as applicable).  No termination hereunder shall be
effective to avoid the payment of any Bonus previously earned by the Employee.

         Section  3.6.  Suspension  or  Termination  as Required  by  Government
Regulations.

                  (a) If the Employee is suspended and/or temporarily prohibited
from  participating  in the conduct of affairs of ESB by a notice  served  under
Section  8(e)(3)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
Section 1818(e)(3) and (g)(1)),  ESB's obligations under this Agreement shall be
suspended as of the date of service unless stayed by appropriate proceedings. If
the charges in the notice are  dismissed,  ESB may in its discretion (i) pay the
Employee all or part of the  compensation  withheld while its obligations  under
this Agreement were  suspended,  and (ii) reinstate (in whole or in part) any of
its obligations which were suspended.

                  (b) If the Employee is removed and/or  permanently  prohibited
from  participating  in the conduct of ESB's  affairs by an order  issued  under
Section  8(e)(4)  or (g)(1) of the  Federal  Deposit  Insurance  Act (12  U.S.C.
Section 1818(e)(4) or (g)(1)), all obligations of ESB under this Agreement shall
terminate  as of the  effective  date of the  order,  but  vested  rights of the
parties hereto shall not be affected.

                  (c) If ESB is in default (as defined in Section 3(x)(1) of the
Federal  Deposit  Insurance  Act),  all  obligations of ESB under this Agreement
shall  terminate as of the date of default,  but this paragraph shall not affect
any vested rights of the parties hereto.

                  (d)  All   obligations  of  ESB  under  this  Agreement  shall
terminate,  except to the extent determined that continuation of the contract is
necessary  of the  continued  operation  of ESB (i) by the director of Office of
Thrift  Supervision  (the  "Director")  or his or her designee,  at the time the
Federal  Deposit  Insurance  Corporation  enters  into an  agreement  to provide
assistance to or on behalf of ESB under the authority contained in Section 13(c)
of the Federal  Deposit  Insurance  Act;  or (ii) by the  Director or his or her
designee, at the time the Director or his or her designee approves a supervisory
merger to resolve problems related to operation of ESB or when ESB is determined
by the Director to be in an unsafe or unsound  condition;  but any rights of the
parties hereto that have already vested shall not be affected by such action.

         Section 3.7.      Severance Benefit and Change in Control Payment.

                  (a) In the event of termination of this Agreement and Employee
s  employment  hereunder  prior to a Change in  Control  (as  defined in Section
3.7(b)  below) by Bancorp  without  "Cause"  under  Section  3.1 above or by the
Employee with "Just Cause" under Section 3.4 above, the Essex Employers, jointly
and severally,  shall:  (1) pay to the Employee in a lump sum within thirty (30)
days of  termination  an amount equal to one hundred and fifty percent (150%) of
his highest rate of annual Salary in effect during the period  commencing on May
1, 1997 and ending on the date of his  termination;  and (2) provide  continuing
health and medical insurance,  disability  insurance and life insurance coverage
on behalf of the Employee (and Employee's  other family members,  if applicable)
for a period of eighteen (18) months following  termination on the same basis as
was in effect immediately prior to the effective date of termination.

                  (b) In the event a Change in Control occurs prior to or on the
date  of  termination  of this  Agreement,  the  Essex  Employers,  jointly  and
severally,  shall: (1) pay to the Employee in a lump sum within thirty (30) days
of the Change of Control an amount  equal to two hundred  percent  (200%) of his
highest rate of annual Salary in effect  during the period  commencing on May 1,
1997 and ending on the date of the Change in Control; and (2) provide continuing
health and medical insurance,  disability  insurance and life insurance coverage
on behalf of the Employee (and his other family  members,  if applicable)  for a
period of two (2) years following the Change in Control on the same basis as was
in effect  immediately  prior to the Change in  Control.  For  purposes  of this
Agreement,  a "Change in Control"  shall occur if and only if after December 31,
1997 a "person" or "group" (as such term is used in Sections  13(d) and 14(d) of
the Securities Exchange Act of 1934), directly or indirectly,  first becomes the
beneficial owner (as defined in Rule 13d-3 under the Securities  Exchange Act of
1934) of securities of Bancorp  representing twenty percent (20%) or more of the
combined  voting  power of the  then  outstanding  securities  of  Bancorp.  Any
provision herein to the contrary notwithstanding,  no Change in Control shall be
deemed to occur as a result  of: (1) any  transaction  prior to January 1, 1998;
(2) any purchase,  transfer,  or other  disposition of the Series B and Series C
preferred  shares of Bancorp;  or (3) any exercise or  conversion of warrants or
options  of  Bancorp  which  were  issued  prior to 1996 (and any  exercise,  or
conversion  of such  warrants or options  shall be  disregarded  in  determining
whether a Change of Control has occurred).

                  (c) Any provision herein to the contrary notwithstanding:  (i)
no severance  payment  under Section  3.7(a) or Change in Control  payment under
Section  3.7(b)  shall be due to Employee if Employer  terminates  Employee  for
Cause under Section 3.3 prior to a Change in Control or Employee resigns without
Just Cause under  Section  3.2 prior to a Change in  Control;  and (ii) under no
circumstances  shall  Employee be entitled to payment under both Section  3.7(a)
and Section 3.7(b) above.

                  (d) If the payments and benefits pursuant to this Section 3.7,
either alone or together with other payments and benefits which Employee has the
right to  receive  from the  Essex  Employers,  would  constitute  a  "parachute
payment"  as defined in Section  280G of the Code,  the  payments  and  benefits
provided herein shall be reduced,  in the manner determined by the Employee,  by
the amount,  if any,  which is the minimum  necessary to result in no portion of
the  payments and benefits  under this Section 3.7 being  non-deductible  to the
Essex  Employers  pursuant to Section 280G of the Code and subject to the excise
tax imposed under Section 4999 of the Code. The  determination  of any reduction
in the payments  and  benefits to be made  pursuant to this Section 3.7 shall be
based  upon the  opinion  of  independent  tax  counsel  selected  by the  Essex
Employers'  independent  public  accountants,  which  opinion shall be final and
binding upon the parties.  Nothing  contained herein shall result in a reduction
of any  payments  or  benefits  to  which  the  Employee  may be  entitled  upon
termination  of employment  under any  circumstances  other than as specified in
Section  3.7(b),  or a reduction in payments  and benefits  specified in Section
3.7(b) below zero.

                  (e) All  payments  under this  Section 3.7 shall be subject to
the  approval  of the  OTS  to the  extent  required  by  federal  law  and  are
conditioned  upon  compliance  with  Section  1828(b)  of Title 12 of the United
States Code and the regulations  promulgated  thereunder.  The amounts due under
this  Section  3.7, if any,  shall not be subject to offset for any other income
earned by Employee from a subsequent Employer or discontinuance  should Employee
obtain such other employment.

         Section 3.8. Adverse  Statements and/or Action. The Essex Employers and
Employee agree that during the Term of this  Agreement and thereafter  they will
refrain from making any adverse public statements about each other, or the Essex
Employers'  employees.  An  adverse  statement  is one  which is  derogatory  or
otherwise  of such a nature  that it tends to be  embarrassing,  humiliating  or
injurious  to the name,  reputation  or  business  of the party  about  whom the
statement is made,whether or not the party making such statement  believes it to
be true. Upon  termination of this  Agreement,  the Essex Employers and Employee
will use  their  best  efforts  to  reach  agreement  on the text of any  public
statement,  if  necessary,   regarding  the  employment  relationship  which  is
satisfactory  to both.  Notwithstanding  the  foregoing,  neither party shall be
prohibited  from  making  any  public  statement  compelled  by law or  which is
otherwise  legally  privileged,  or from  correcting or commenting upon a public
statement or public reports  originating  from any other source.  This provision
shall be in  addition to any other  rights and duties  which may arise under the
laws of defamation, unfair competition and similar laws.

                                   ARTICLE IV

                     EMPLOYEE REPRESENTATIONS AND COVENANTS

         Section 4.1. Capacity. The Employee hereby represents and warrants that
he has full legal capacity to enter into and perform this Agreement and is under
no  contractual,  legal  or other  disability  to enter  into and  perform  this
Agreement.

         Section 4.2. Regulatory Clearance. The Employee has received regulatory
clearance to act as a chief executive  officer of a savings and loan institution
pursuant to regulatory review of Form 1393 or equivalent regulatory  application
and, to the best of his  knowledge,  maintains  good  standing  with the OTS and
other competent regulatory authorities.

         Section 4.3.  Loyalty; Non-piracy; Confidentiality.

                  (a) The  Employee  shall devote his full time and best efforts
to the performance of his employment  under this  Agreement.  The Employee shall
abide by the Essex Employers' "Corporate Code of Conduct." During his employment
under this Agreement,  the Employee shall not engage in any business or activity
contrary to the business  affairs or interests of the Essex  Employers.  Nothing
contained in this Section 4.3, however,  shall be deemed to prevent or limit the
right of  Employee  to invest in the capital  stock or other  securities  of any
business  dissimilar from that of the Essex  Employers,  or, solely as a passive
and  minority  investor,  in any  business.  In no event shall  Employee  use or
disclose to others confidential inside information regarding the Essex Employers
or their  affiliates  or engage,  directly  or  indirectly,  in any  transaction
involving the securities of Bancorp based upon such "inside information."

                  (b)  During  Employee's  term of  employment  with  the  Essex
Employers and for nine (9) months  thereafter  (irrespective of the time, manner
or cause of  termination  or  resignation),  Employee  shall  not,  directly  or
indirectly,  on behalf of Employee or any entity or person  other than the Essex
Employers  hire or solicit for employment in, employ in, or cause to be employed
in any Competing  Business any personnel of the Essex  Employers who are or were
employed by any of the Essex  Employers at any time during the period  beginning
one year prior to Employee s termination or resignation,  unless any such person
has not been  employed  by the  Essex  Employers  for a period  in excess of one
continuous year. For purposes of this Section 4.3(b), a Competing Business means
any person or entity  which is engaged  directly or  indirectly  in any business
engaged in by the Essex  Employers  and whose  market  area for such  businesses
overlaps  that of the  Essex  Employers.  Notwithstanding  the  foregoing,  this
Section  4.3(b) shall not apply if Employee is  terminated  without  Cause under
Section 3.1 above and the Essex  Employers  fail to pay to Employee  the amounts
required to be paid under Sections 3.1 and 3.7(a) above.

                  (c) At no time  during  or  following  the term of  Employee's
employment with the Essex Employers  (irrespective of the time, manner, or cause
of the termination or resignation),  shall Employee disclose to any other person
or entity,  nor shall Employee use for Employee's own benefit or for the benefit
of any other entity or person, any confidential  information or trade secrets of
the Essex Employers, including, without limitation, any confidential information
relating to the  identities,  background,  historical  information,  or terms of
dealings  with  any of the  Essex  Employers'  customers,  prospects,  potential
customers, suppliers, or sales or purchasing agents, or confidential information
respecting financial  arrangements,  marketing  strategies,  pricing methods and
determinations,methods  of  operation,  procedures  or any other  material  of a
similar nature or relating to the Essex Employers'  conduct of their businesses.
Upon cessation of Employee's employment  hereunder,  Employee will surrender and
deliver to the Essex  Employers  all lists,  books,  records,  and data of every
kind,  including  machine  readable data,  relating to or in connection with the
Essex Employers' customers and businesses.

                  (d) The  provisions  of this  Section  4.3 shall  apply to any
resignation or termination of Employee's employment,  with or without Cause, and
shall survive termination of this Agreement.

                  (e) Employee  acknowledges that the failure to adhere strictly
to the  requirements of this Section 4.3 will cause  substantial and irreparable
harm to the Essex Employers.  Accordingly,  in the event Employee,  at any time,
violates any provision hereof,  the Essex Employers shall be entitled to enforce
all of the  following  cumulative  remedies  from  time to time:  (1) to  obtain
injunctive  relief or other equitable  remedies to cause cessation of activities
in  violation  of the terms of this  Section  4.3;  and (2) to seek all  damages
proximately  caused by such activities.  In any such action brought by the Essex
Employers,  the  prevailing  party shall be  entitled  to recover  all  expenses
incurred and reasonable attorney's fees.

                                    ARTICLE V

                                 GENERAL MATTERS

         Section 5.1.  Governing  Law. This  Agreement  shall be governed by the
substantive  laws of the State of Delaware and shall be construed in  accordance
therewith.

         Section 5.2. No Waiver and Notification. No provision of this Agreement
may be waived except by an agreement in writing  signed by the waiving  party. A
waiver of any term or provision shall be construed as a waiver of any other term
or provision.

         Section  5.3.  Amendment.  This  Agreement  may be amended,  altered or
revoked at any time, in whole or in part, only by a written  instrument  setting
forth such changes, signed by all of the parties.

         Section  5.4.  Benefit.  This  Agreement  shall  be  binding  upon  the
Employee,  and the Essex Employers,  shall not be assignable in any event by the
Employee and may be assigned by an Essex Employer only to any of the other Essex
Employers.  An  assignment  by the Essex  Employers to any other entity shall be
effected only with the consent of the Employee.

         Section 5.5. Construction. Throughout this Agreement and singular shall
include the plural,  and the plural  shall  include the  singular,  wherever the
context so requires. To the extent that any provision of this Agreement directly
and expressly conflicts with the provisions of 12 C.F.R.  Section 563.39(b),  or
any successor regulation, the provisions of such regulation shall control.

         Section 5.6. Text to Control. The headings of articles and sections are
included  solely for  convenience  of  reference.  If any  conflict  between any
heading and the text of this Agreement exists, the text shall control.

         Section  5.7.  Severability.  If any  provision  of this  Agreement  is
declared by any court of  competent  jurisdiction  to be invalid for any reason,
such invalidity shall not affect the remaining provisions. On the contrary, such
remaining  provisions  shall  be  construed  and  enforced  as if  such  invalid
provisions never had been inserted in the Agreement.


                                     ESSEX BANCORP, INC.



                                     By  /s/ Roscoe D. Lacy, Jr.
                                              Its:     Director


                                     ESSEX SAVINGS BANK, F.S.B.



                                     By  /s/ Roscoe D. Lacy, Jr.
                                              Its:     Director


                                     ESSEX MORTGAGE CORPORATION



                                     By  /s/ Gene D. Ross
                                              Its:     President



                                     EMPLOYEE


                                         /s/ Gene D. Ross