EMPLOYMENT AGREEMENT


     Employment  Agreement ("Agreement"), dated as  of  June  10,
2005 (the "Commencement Date"), between Stephen N. Barthelmes Jr.
[residing at the address set forth on Schedule A] (the "Employee")
and   Stealth   Microwave,   Inc.,  a  New   Jersey   corporation
("Stealth").

      In  consideration of the terms and mutual covenants  herein
contained, the Employee and Stealth agree as follows:

     1. Term of Employment.  Stealth hereby employs the Employee,
and  the  Employee hereby accepts employment by Stealth, for  the
period  commencing on the Commencement Date and continuing  until
the  second anniversary of the Commencement Date, unless  at  any
time terminated earlier in accordance with Section 7 hereof  (the
"Employment Period").

      2.  Capacity. The Employee shall serve as the President and
Chief  Executive Officer of Stealth and shall only perform duties
and  functions consistent with such position and consistent  with
those  performed  by him for Stealth prior to  the  date  hereof.
Employee  at  all  times shall be treated as a  senor  executive.
Without  limiting the generality of the preceding  sentence,  the
Employee  shall  be  provided with his current  office  and  with
secretarial services and other services consistent with Stealth's
current practices as in effect prior to the date hereof.   Except
for  travel  from  time to time reasonably consistent  with  past
practices to perform his duties hereunder, Employee shall not  be
required  to  perform his duties hereunder at any location  other
than Stealth's present location in Trenton, New Jersey.

      3.  Full-Time  Employment. The Employee  shall  devote  his
entire business and professional time, attention and energies  to
the  performance of his duties to Stealth and shall not, directly
or  indirectly,  actively engage in or concern himself  with  any
other   activities  or  commitments  which  interfere  with   the
performance   of   his  duties  hereunder  or  which,   even   if
non-interfering,  may  be  inimical  or  contrary  to  the   best
interests of Stealth.

      4. Compensation and Benefits. For all services rendered  by
the  Employee  to Stealth, Stealth shall pay and provide  to  the
Employee during the Employment Period the following compensation:

           (a) Base Salary. The Employee shall be entitled to  an
annual  base  salary of $132,890 from the date of this  Agreement
until  the expiration of the Employment Period. This base  salary
may  be  increased  (but  may not be reduced)  by  the  Board  of
Directors of Stealth during the Employment Period.

           (b)  Annual Bonus. In addition to the salary described
in  Section  4(a)  above,  the Employee shall  receive  lump  sum
bonuses  in respect of the period beginning on April 1, 2005  and
ending  on  March  31, 2006 (the "First Bonus  Period")  and  the
period beginning April 1, 2006 and ending on March 31, 2007  (the
"Second  Bonus  Period").   The Employee  shall  be  entitled  to
receive such bonus for the First Bonus Period equal to (a)  $0.15
for  every dollar that Stealth's Actual Pre-Tax Income  (as  such
term  is  defined in that certain Earnout Agreement (the "Earnout
Agreement"),  dated  as  of  the  date  hereof,  by   and   among
Micronetics,   Inc.,  a  Delaware  corporation   ("Micronetics"),
Stealth and the Sellers (as defined therein)) for the First Bonus
Period exceeds $2,400,000 but does not exceed $3,100,000, and (b)
$0.25  for every dollar that Stealth's Actual Pre-Tax Income  for
the First Bonus Period exceeds $3,100,000. The Employee shall  be
entitled to receive such bonus for the Second Bonus Period  equal
to  (x)  $0.15  for  every dollar that Stealth's  Actual  Pre-Tax
Income  for the Second Bonus Period exceeds $2,650,000  but  does
not  exceed  $3,350,000,  and (y) $0.25  for  every  dollar  that
Stealth's  Actual  Pre-Tax Income for  the  Second  Bonus  Period
exceeds  $3,350,000.  For the purposes of this Agreement,  Actual
Pre-Tax Income shall be the amount thereof as determined pursuant
to  the Earnout Agreement, or in the case of the acceleration  of
the  payment  of the maximum Performance Earnout(s)  pursuant  to
Section  3  of  the  Earnout Agreement, in  accordance  with  the
principles  and procedures set forth in the Earnout Agreement  as
applicable to the determination of Actual Pre-Tax Income.

           (c) Payment of Salary and Bonus. The Employee's salary
under  Section  4  (a)  above shall be  payable  in  regular  and
substantially  equal  installments in accordance  with  Stealth's
normal schedule for the payment of executive salaries. Any  bonus
payable under Section 4(b) above shall be paid to the Employee on
the  same  date  as  the date upon which the  Earnout  Amount  in
respect of the period for which the bonus is determined shall  be
paid  to the Sellers under the Earnout Agreement (or in the  case
of  the  acceleration  of the payment of the maximum  Performance
Earnout(s) pursuant to Section 3 of the Earnout Agreement, by the
earlier to occur of (a) the expiration of 15 days after the  date
of  filing  with  the Securities and Exchange Commission  of  the
Buyer's Annual Report on Form 10-KSB with respect to the relevant
period,  and (b) the expiration of 100 days after March 31,  2006
or  March  31,  2007,  as  the case  may  be)(such  date,  as  so
determined, the "Bonus Payment Date").

          (d) Equity Incentive Compensation Arrangements.

           (i) The Employee shall also be eligible to participate
during  the term of his employment under this Agreement  in  such
equity  incentive  compensation  arrangements  as  are  generally
provided by Micronetics for the executives of Micronetics and its
subsidiaries that hold positions of substantially similar  levels
of responsibility as that of the Employee.

           (ii)  In  addition, Micronetics hereby grants  to  the
Employee  stock options (the "Options") which shall  entitle  the
Employee  to acquire 125,000 shares of Micronetics common  stock,
par  value  $0.01 per share (as such title or par  value  may  be
amended)  ("Shares"), for a per Share exercise  price  of  $8.00,
determined in accordance with the provisions of Section  6(c)(ii)
of  the  Plan  (as  hereinafter defined), and  to  exercise  such
options,  to  the extent such options have become vested,  within
five  years  following  the  date  hereof,  except  as  otherwise
provided in Section 7 hereof.

           (iii) Such options include incentive stock options (as
defined  in Section 422 of the Internal Revenue Code of 1986,  as
amended) to acquire 40,000 Shares, which incentive stock  options
(the "Incentive Options") are hereby awarded pursuant to the 2003
Stock  Incentive  Plan of Micronetics, Inc. (the  "Plan").   Such
options  also include non-qualified stock options to  acquire  an
additional 85,000 Shares, which non-qualified options are  hereby
awarded  outside  of  the Plan (or any other  stock  option  plan
previously adopted by the Company).

           (iv)  25%  of  the  Options shall  vest  on  the  date
immediately  preceding the first anniversary of the  grant  date,
25%  of  the Options shall vest on the date immediately preceding
the  second  anniversary of the grant date, 25%  of  the  Options
shall   vest  on  the  date  immediately  preceding   the   third
anniversary of the grant date, and 25% of the Options shall  vest
on  the date immediately preceding the fourth anniversary of  the
grant  date.  Additional terms with respect to the stock  options
granted pursuant to this Section 4(d) are set forth in Exhibit  A
attached  hereto,  provided, in the event of a  conflict  between
such  additional terms and the terms of the Plan, then the  terms
of the Plan shall control with respect to the Incentive Options.

       (v)  The  Incentive  Options  granted  hereunder  may   be
exercisable, and shall be exercised, in accordance with the terms
set   forth   herein  and  the  terms  of  the  Plan   (and   the
Administrator,  as  defined  in the  Plan,  shall  not  determine
otherwise without the Employee's prior written consent).

      (vi)   Within  90  days after the date of  this  Agreement,
Micronetics  agrees  to  file with the  Securities  and  Exchange
Commission,  a  Registration  Statement  on  Form  S-8  or  other
appropriate  form under the Securities Act of 1933  (the  "Act"),
relating  to the Options and the Shares, provided that  (i)  such
form  is available under the Act with respect to the Options  and
the  Shares  and (ii) Micronetics is eligible to  use  such  form
under  the Act.  Micronetics will use its commercially reasonable
efforts  to cause such Registration Statement to remain effective
until  the  exercise or expiration of the Options.  Additionally,
Micronetics shall take such steps as may be required to cause the
listing  of the Shares on the NASDAQ Small Cap Market.

          (e) Withholding Taxes. The Employee agrees that Stealth
shall  withhold from any and all payments required to be made  to
the Employee pursuant to this Agreement all federal, state, local
and/or other taxes that are required to be withheld in accordance
with applicable statutes and/or regulations from time to time  in
effect.

      5.  Employment Benefit Plans. Stealth agrees to provide  to
the  Employee, during the Employment Period, hospitalization  and
other medical and health benefits, life insurance, paid holidays,
paid   vacation  and  other  benefits  on  terms  and  conditions
equivalent   to  those  provided  by  Stealth  to  other   senior
executives  of  Stealth as of the date immediately preceding  the
date  of  this Agreement.  Further, until March 31, 2006, Stealth
shall  use its best efforts to maintain in force and effect,  and
the employee shall continue to be eligible to participate in, the
employee benefit plans maintained by Stealth on the date  hereof.
Thereafter,  during the remainder of the term of  his  employment
under   this  Agreement,  the  Employee  shall  be  eligible   to
participate  in such employee benefit plans as Micronetics  shall
establish or maintain from time to time for senior executives  of
Micronetics,  Inc.  and its subsidiaries; provided  however,  the
employee  benefits provided for in this Section  5  shall  be  in
addition  to  those  provided  for  in  other  Sections  of  this
Agreement.

      6.   Reimbursement.  Stealth shall promptly  reimburse  the
Employee for all reasonable business expenses incurred by him  in
connection  with his performance of his duties to  Stealth,  upon
reasonable substantiation of such expenses.

     7.  Termination of Employment.

           (a)   Termination  Without Cause or For  Good  Reason.
Stealth  expressly reserves the right to terminate the employment
of  the  Employee hereunder other than for Cause (as  defined  in
Section  7(c) below) and other than as provided in Sections  7(d)
and  7(e)  below, provided Stealth shall have given Employee  not
less   than  thirty  (30)  days  prior  written  notice  of  such
termination;   and the Employee expressly reserves the  right  to
terminate  his employment hereunder for Good Reason  (as  defined
below in this Section 7(a)) or without Good Reason.  In the event
that  the Employee's employment shall have been so terminated  by
Stealth  other  than for Cause and other than for  disability  or
death pursuant to Section 7(d) or 7(e) below, or in the event the
Employee terminates his employment hereunder for Good Reason, the
Employee shall be entitled to receive his base salary at the rate
in  effect  on the date of such termination of employment,  until
the  second anniversary of the Commencement Date, plus  his  cash
bonus in respect of each of the First Bonus Period and the Second
Bonus  Period, which shall be determined and paid in  the  manner
and  at  the  times  provided in Sections 4(b)  and  4(c)  hereof
irrespective  of  such  employment termination,  plus  all  other
benefits provided for in this Agreement (or at Stealth's election
the  reasonable  equivalent thereof in cash  payments);  and  the
Options  that have vested prior to such termination shall  remain
vested   and   exercisable  irrespective   of   such   employment
termination.   In the event that the Employee's employment  shall
have  been  terminated by Stealth other than for Cause and  other
than  for  disability or death pursuant to Section 7(d)  or  7(c)
below,  then  the Options that were not previously  vested  shall
automatically  become  fully  vested  on  the  date   immediately
preceding the date of such termination.

     The  term "Good Reason" shall mean (i) any breach by Stealth
or  Micronetics of any of the terms of this Agreement or the Plan
that  is  not cured within thirty (30) days following receipt  of
written  notice  from  the Employee, or  that  is  so  cured  but
thereafter   repeated,  and/or  (ii)  the   occurrence   of   any
Acceleration Event (as defined in the Earnout Agreement).

           (b)   Voluntary  Termination. In the  event  that  the
Employee  shall  terminate  his employment  voluntarily  for  any
reason other than Good Reason, the Employee shall be entitled  to
receive his base salary at the rate in effect on the date of such
termination  of  employment through the date of such  termination
and  no  other  benefits,  including, without  limitation,  those
provided  for under Section 4(b) of this Agreement (except  those
that  cannot  be  divested  pursuant to the  Employee  Retirement
Income Security Act of 1974, as amended or other applicable law),
provided the Employee shall also be entitled to receive any  then
unpaid expense reimbursement pursuant to Section 6 hereof and any
unpaid amount of the cash bonus payable pursuant to Section  4(b)
in  respect  of  the  First Bonus Period  if  the  date  of  such
termination occurs after the end of the First Bonus Period.   The
Employee's rights with respect to all unexercised options granted
pursuant  to  Section  4(d)  hereof  shall  terminate  upon   the
termination of employment pursuant to this Section 7(b).

           (c)  Termination for Cause. If at any time during  the
term of this Agreement, Stealth shall terminate the employment of
the  Employee  for  Cause (as hereinafter defined)  the  Employee
shall be entitled to receive only his base salary to the date  of
such  termination  and  no  other  benefits,  including,  without
limitation,  those  provided  for  under  Section  4(b)  of  this
Agreement (except those that cannot be divested pursuant  to  the
Employee  Retirement Income Security Act of 1974, as  amended  or
other  applicable  law),  provided the  Employee  shall  also  be
entitled   to  receive  any  then  unpaid  expense  reimbursement
pursuant  to Section 6 hereof and any unpaid amount of the  bonus
payable  pursuant to Section 4(b) in respect of the  First  Bonus
Period  if the date of such termination occurs after the  end  of
the  First  Bonus Period.  The Employee's rights with respect  to
all  unexercised options granted pursuant to Section 4(d)  hereof
shall  terminate upon the termination of employment  pursuant  to
this Section 7(c).

     The term "Cause" shall mean the Employee being convicted  of
a felony, or the Employee being convicted of committing an act of
intentional  dishonesty or fraud against, or the misappropriation
of  property belonging to, Stealth or Micronetics, but only  once
any such conviction becomes final and non-appealable.

           (d)  Disability.  In the event that the Employee shall
sustain  a  disability  and be unable to  perform  the  essential
functions   of   his   position,  with  or   without   reasonable
accommodation, as shall have been certified by at least  one  (1)
duly  licensed and qualified physician approved by the  Board  of
Directors  of  Stealth,  Stealth shall continue  to  pay  to  the
Employee while such disability continues the full amount  of  his
base  salary as set forth in Section 4(a) hereof for  the  period
between  the date upon which such disability shall have  been  so
certified  and  the  date  upon which the  employee  shall  first
receive  regular  periodic  disability payments  under  Stealth's
group  disability insurance policy. Thereafter, if the Employee's
disability shall continue (as evidenced by the continued  absence
of  the Employee from his duties), the employment of the Employee
under  this Agreement shall terminate and all obligations of  the
Employee  shall cease provided the Employee shall be entitled  to
receive  only  the payment of any amounts of the Employee's  base
salary  then  remaining  to  be paid under  Section  4(a)  hereof
through the date of the termination of the Employee's employment,
plus  any  unpaid  amount of the cash bonus for the  First  Bonus
Period  if  such termination occurs after the end  of  the  First
Bonus  Period and a pro-rated portion (based upon the  number  of
days  of  the applicable bonus period that have elapsed prior  to
the date of his death) of the Employee's cash bonus in respect of
the bonus period hereunder during which the employee's disability
occurred,  determined  and paid in the manner  and  at  the  time
provided  in Sections 4(b) and 4(c) hereof, plus any then  unpaid
expense  reimbursement  pursuant to Section  6  hereof;  and  the
Options  that have vested prior to such termination shall  remain
vested   and   exercisable  irrespective   of   such   employment
termination.  Any physician certification regarding  whether  the
Employee  is disabled pursuant to this Section shall  be  binding
upon Stealth and the Employee.

           (e)   Death.   In  the event of the  Employee's  death
during  the  term  of  this Agreement, the Employee's  employment
hereunder  shall  immediately terminate and, in such  event,  the
Employee's  estate  shall be entitled to receive  the  Employee's
base  salary  to  the  last day of the  month  during  which  the
Employee's death shall have occurred, plus  any unpaid amount  of
the  cash  bonus  for the First Bonus Period if such  termination
occurs  after the end of the First Bonus Period and  a  pro-rated
portion  (based  upon the number of days of the applicable  bonus
period  that have elapsed prior to the date of his death) of  the
Employee's  cash  bonus in respect of the bonus period  hereunder
during  which the employee's death occurred, determined and  paid
in  the manner and at the time provided in Sections 4(b) and 4(c)
hereof,  plus any then unpaid expense reimbursement  pursuant  to
Section 6 hereof; and the Options that have vested prior to  such
termination  shall remain vested and exercisable irrespective  of
such employment termination.

      8.  Noncompetition and Non-Solicitation.  (a)  The Employee
agrees that until July 14, 2007, he shall not:

               (i)    compete   with   Stealth   by   developing,
          producing,   distributing,   marketing,   selling    or
          assisting  any Person to develop, produce,  distribute,
          market or sell, a product or service which is known  by
          him to be competitive with the products or services  of
          Stealth  then  existing  or planned  (as  evidenced  by
          Stealth's  business records) for the future;  nor,  for
          the  same  period,  for  any  reason,  will  he  accept
          employment from or have any other relationship with any
          Person which is known by him to be competitive with the
          products or services of Stealth then existing or  which
          were  known  by  him  to be planned  (as  evidenced  by
          Stealth's  business records) for the future;  it  being
          agreed  that, in view of the global nature of Stealth's
          business,   the  foregoing  restrictions  shall   apply
          worldwide.

               (ii)  employ or solicit, or receive or accept  the
          performance   of   any  services  by,   any   employee,
          consultant or contractor known by him to be employed by
          and/or  engaged  by Stealth, or any such  person  whose
          employment or engagement with Stealth is known  by  him
          to  have  terminated within the six  (6)  month  period
          prior to July 14, 2007.

               (iii)   solicit, entice away or divert any  person
          or  entity  who is then a customer or supplier  of,  or
          provider  of services to Stealth and who was a customer
          or  supplier of, or provider of services to, Stealth at
          any  time within the twelve (12) month period prior  to
          the July 14, 2007.

          (b)   If any provision contained in this Section 8 will
     for any reason be held invalid, illegal or unenforceable  in
     any respect, such invalidity, illegality or unenforceability
     will not affect any other provisions of this Section 8,  but
     this Section 8 will be construed as if such invalid, illegal
     or  unenforceable provision had never been contained herein.
     It  is  the  intention of the parties that  if  any  of  the
     restrictions or covenants contained herein is held to  cover
     a geographic area or to be for a length of time which is not
     permitted by applicable law, or in any way construed  to  be
     too  broad or to any extent invalid, such provision will not
     construed  to  be null, void and of no effect,  but  to  the
     extent  such  provision would be valid or enforceable  under
     applicable  law,  a  court  of competent  jurisdiction  will
     construe  and interpret or reform this Section 8 to  provide
     for  a  covenant  having the maximum enforceable  geographic
     area,  time  period and other provisions (not  greater  than
     those  contained  herein) as will be valid  and  enforceable
     under  such applicable law.  The Employee acknowledges  that
     Stealth  would be irreparably harmed by any breach  of  this
     Section 8 and that there would be no adequate remedy at  law
     or  in  damages to compensate Stealth for any  such  breach.
     The  Employee  agrees  that  Stealth  will  be  entitled  to
     injunctive  relief  requiring specific  performance  by  the
     Employee of this Section 8, and the Employee consents to the
     entry thereof.

     The   provisions  of  this  Section  8  shall  automatically
terminate with respect to the Employee in the event that  Stealth
fails  to  make any payment in full to him when due  pursuant  to
this Agreement, or terminates the Employee's employment hereunder
without   Cause,  or  the  Employee  terminates  his   employment
hereunder  for Good Reason, or Micronetics breaches  any  of  its
obligations arising under or in relation to Section 4(d)  hereof,
in  each  case  if such default is not cured within fifteen  (15)
days following the giving of notice by him any such of default.

     9.   Binding Effect.  This Agreement shall be binding  upon
Stealth, the Employee and, in relation to Sections 4(d), 7 and 9
through  14 hereof, Micronetics, and shall inure to the  benefit
of  Stealth,  Micronetics and the Employee and their  respective
heirs,   executors,   administrators,   legal   representatives,
successors and assigns.

     10.   Notices.  All notices required or permitted  hereunder
shall  be  in writing and deemed effectively given upon  personal
delivery  or  upon  deposit  in  the  United  States  mails,   by
registered or certified mail, postage prepaid, addressed  to  the
other  party  hereto at the address set forth in the introductory
paragraph  of  this  Agreement,  or  at  such  other  address  or
addresses  as  either  party  shall designate  to  the  other  in
accordance with this Section 10.

     11.   Entire Agreement.  This Agreement (together  with  the
relevant provisions of the Plan) constitutes the entire agreement
between  the  parties,  and supersedes all prior  agreements  and
understandings, relating to the subject matter of this Agreement.

      12.   Amendment.  This Agreement may be amended or modified
only  by  a written instrument executed by both Stealth  and  the
Employee.

     13.  Headings.  The Paragraph and subparagraph headings used
in  this  Agreement are for convenience only  and  shall  not  be
deemed to be a party of this Agreement.

     14.   Governing Law; Jurisdiction.  This Agreement shall  be
construed,  interpreted  and  enforced  in  accordance  with  the
internal laws of the State of New Jersey.



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


                                   STEALTH MICROWAVE, INC.


                                   By:David Robbins
                                   its Vice President




                                   EMPLOYEE:/s/Stephen N. Barthelmes, Jr.


                                   Stephen N. Barthelmes Jr.

The  undersigned,  being the holder of  all  of  the  issued  and
outstanding shares of the capital stock of Stealth, hereby  joins
and  becomes  a  party to the foregoing Employment Agreement  for
purposes of  Sections 4(d),  7 and 9 through 14 thereof.

                                   MICRONETICS, INC.


                                   By:   /s/David Robbins
                                         David Robbins,
                                         Its President and CEO



                                                       Exhibit A

                  Additional Option Provisions

     a.    The term "Shares" shall be deemed to include any other
equity   securities  that  may  be  issued  by  the  Company   in
substitution therefor.  The number of Shares to be received  upon
the exercise of the options may be adjusted from time to time  as
hereinafter  set  forth.  The term "Company" means  and  includes
Micronetics  as  well as (i) any successor corporation  resulting
from the merger or consolidation of such corporation with another
corporation,  or  (ii) any corporation to which such  corporation
has  transferred  its  property  or  assets  as  an  entirety  or
substantially as an entirety.

      b.   The options, to the extent vested, may be exercised in
whole or in part at any time or from time to time until the fifth
anniversary  of  the  date  of  the grant,  except  as  otherwise
provided in Section 7 hereof.

     c.   The Company shall at all times reserve for issuance and
delivery  all  Shares issuable upon the maximum exercise  of  the
options.   All  Shares  issued  to the  Employee  shall  be  duly
authorized and, when issued upon exercise in compliance with  the
terms of this Agreement, shall be validly issued, fully paid  and
non-assessable.   No  fractional shares  or  script  representing
fractional  shares  shall  be issued upon  the  exercise  of  the
options,  but the Company shall pay the Employee an amount  equal
to  the applicable exercise price multiplied by such fraction  in
lieu  of  each fraction of a share otherwise called for upon  any
exercise of the options.

      d.    The number of Shares that the Employee has the option
to  acquire  and the exercise price shall be deemed automatically
adjusted  equitably  and proportionately  to  reflect  any  stock
dividend,  stock split, reverse stock dividend or  reverse  stock
split or any recapitalization of the Company.

      e.    Subject to the terms of the Plan with respect to  the
Incentive Options, if the Company is a party to a merger, sale of
all  or substantially all of its assets, share exchange or  other
similar  business  combination  transaction,  the  options  shall
pertain  and  apply  to the securities and/or other  property  to
which the number of Shares covered by the options would have been
entitled had the options then been exercised in whole.

      f.    In case the Company shall establish a record date for
the  holders of its Shares for the purpose of entitling  them  to
receive  any  dividend or other distribution,  or  any  right  to
subscribe for, purchase or otherwise acquire any shares of  stock
of  any  class  or any other securities or to receive  any  other
right;

       of   any  capital  reorganization  of  the  Company,   any
reclassification  of  the  capital  stock  of  the  Company,  any
consolidation  or  merger of the Company  with  or  into  another
corporation,  any share exchange for shares of capital  stock  of
another corporation or any conveyance of all or substantially all
of the assets of the Company to another corporation;

      of any voluntary or involuntary dissolution, liquidation or
winding up of the Company; or

     the Company shall enter into a letter of intent or agreement
with  respect  to  a transaction by which all of the  outstanding
shares  of  Common Stock of the Company are to be acquired  by  a
third party;

      then  the Company shall mail or cause to be mailed  to  the
Employee at the time outstanding a notice specifying, as the case
may  be,  (i) the date on which a record is to be taken  for  the
purpose of such dividend, distribution or rights, and stating the
amount  and  character of such dividend, distribution or  rights,
(ii)  the  date  on  which such reorganization, reclassification,
consolidation,  merger, conveyance, dissolution,  liquidation  or
winding up is to take place, and the time, if any is to be fixed,
as  to which the holders of record of Shares shall be entitled to
exchange   their   shares  for  securities  or   other   property
deliverable upon the completion of such transaction, or (iii) the
closing  of  the  acquisition by a third  party  of  all  of  the
outstanding  Shares.  Such notice shall  be  mailed  as  soon  as
practicable after the occurrence or likelihood of such  event  is
publicly disclosed.

      g.    The  Options and the right to purchase  Common  Stock
hereunder are personal to the holder and shall not be transferred
to  any  other person, other than by will or the laws of  descent
and distribution.

     h.   The provisions of this subparagraph (h) shall remain in
effect  only  until  the  Shares have been  registered  with  the
Securities and Exchange Commission pursuant to the provisions  of
Section  4(d)(vii) of this Agreement, and such  registration  has
become  effective, whereupon the provisions of this  subparagraph
(h) shall terminate and shall be of no further force and effect.

      The Employee, by acceptance hereof, represents and warrants
as follows:

          (i)  The Employee has been advised and understands that
the  Options  have been issued in reliance upon  exemptions  from
registration  under  the  Securities  Act  and  applicable  state
statutes;  the exercise of the Options and resale of the  Options
and   the  Common  Stock  have  not  been  registered  under  the
Securities Act or applicable state statutes and must be held  and
may  not be sold, transferred, or otherwise disposed of for value
unless they are subsequently registered under the Securities  Act
or  an  exemption from such registration is available; except  as
set  forth herein, the Company is under no obligation to register
the  Options  or  the  Shares under the  Securities  Act  or  the
applicable  state statutes; in the absence of such  registration,
the  sale  of  the  Options  or the  Shares  may  be  practicably
impossible;  the  Company's registrar  and  transfer  agent  will
maintain  stop-transfer  instructions  against  registration   or
transfer of the Options and the Shares and any certificate issued
upon exercise of the Options representing the Shares will bear on
its face a legend in substantially the following form restricting
the sale of the Shares:




          THE  SECURITIES  REPRESENTED BY  THIS  CERTIFICATE
          HAVE NOT BEEN REGISTERED UNDER THE SECURITIES  ACT
          OF 1933, AS AMENDED (THE "SECURITIES ACT") AND ARE
          "RESTRICTED SECURITIES" WITHIN THE MEANING OF RULE
          144  PROMULGATED  UNDER THE SECURITIES  ACT.   THE
          SECURITIES  HAVE BEEN ACQUIRED FOR INVESTMENT  AND
          MAY  NOT  BE SOLD OR TRANSFERRED WITHOUT COMPLYING
          WITH   RULE   144  IN  THE  ABSENCE  OF  EFFECTIVE
          REGISTRATION   OR  OTHER  COMPLIANCE   UNDER   THE
          SECURITIES ACT.

           (ii)  Prior to one year from the date the Options
have  been  exercised  and the Shares fully  paid  for,  the
Company may refuse to transfer the Shares unless the  holder
thereof  provides  an  opinion of legal  counsel  reasonably
satisfactory  to  the  Company or a "no  action"  letter  or
interpretive  response from the staff of the Securities  and
Exchange  Commission  to the effect  that  the  transfer  is
proper;  further,  unless such opinion  letter  or  response
states  that  the Shares are free of any restrictions  under
the  Securities Act, the Company may refuse to transfer  the
Shares to any transferee who does not furnish in writing  to
the  Company the same representations and agree to the  same
conditions  with  respect to such Shares as  are  set  forth
herein.   Notwithstanding any of the foregoing, the  Company
may  refuse to transfer the Shares if any circumstances  are
present   reasonably   indicating  that   the   transferee's
representations are not accurate.

           (iii)  After one year but prior to two years from
the  date  the  Options have been exercised and  the  Shares
fully  paid  for,  the Company may refuse  to  transfer  the
Shares  unless the holder either (a) meets the  requirements
of  subparagraph  (ii) above; or (b) sells  such  Shares  in
accordance  with  Rule  144  and furnishes  to  the  Company
written assurances of compliance therewith in the form of  a
copy  of  the Notice of Form 144 and appropriate letters  of
compliance from the holder of such Shares and the securities
broker-dealer  to  or through which such  Shares  are  being
sold.   No  opinion of counsel for the holder of the  Shares
shall  be required respecting sales in reliance on Rule  144
pursuant to clause (b) of this subparagraph (iii).

           (iv)   After two years from the date the  Options
have  been  exercised  and the Shares fully  paid  for,  the
Company  shall, upon the written request of any persons  who
have  held  the Shares for two years (excluding any  tolling
period provided for by Rule 144) and who is not, and has not
been during the preceding three months, an affiliate of  the
Company,   reissue  to  such  holder  in  such   names   and
denominations  as  the  holder shall request,  one  or  more
certificates   for  the  Shares  without   any   restriction
whatsoever on their further transfer and cancel any and  all
stop  transfer  instructions regarding such  Shares  on  the
books and records of the Company.

      (j)   The Employee understands that a portion  of  the
Options  granted hereunder are not incentive stock  options,
as  defined in Section 422 of the Internal Revenue  Code  of
1986,  as  amended, or that some of the Options  may,  under
certain  conditions be disqualified from treatment  as  such
Incentive  Stock  Options. The Employee further  understands
that  Grantee's  exercise  of  the  Options  which  are  not
entitled to treatment as Incentive Stock Options may  result
in  his  recognition  of  ordinary  income  for  income  tax
purposes in the year of such exercise in the amount  of  the
difference  between the exercise price and the  fair  market
value of the shares as of the date of exercise.