<PAGE>

                                                                   EXHIBIT 10.24

                SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

        THIS SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the "Agreement")
dated as of the 10th day of January, 2002 (the "Amendment Date"), by and between
EPOCH BIOSCIENCES, INC., a Delaware corporation (the "Employer"), and William
Gerber, an individual (the "Employee"), amends, supercedes and restates in its
entirety that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT dated as of the
28th day of April, 2000, by and between Employer and Employee, which amended,
superceded and restated in its entirety that certain EMPLOYMENT AGREEMENT dated
as of the 8th day of September, 1999, by and between Employer and Employee
(September 8, 1999 being the "Effective Date").

                                   WITNESSETH:

        WHEREAS Employer desires to employ Employee in the capacity hereinafter
stated, and the Employee desires to enter into the employ of the Employer in
that capacity for the period and pursuant to the terms and conditions set forth
herein.

        NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements set forth herein, the Employer and the Employee,
intending to be legally bound, hereby agree as follows:

        1. EMPLOYMENT/POSITION AND DUTIES. Beginning as of the Effective Date,
(a) Employer employed Employee as the Chief Executive Officer of Employer and
Employee accepted such employment, and (b) Employee was appointed to the Board
of Directors of Employer and Employee accepted such appointment. During the term
of this Agreement, Employee agrees to devote substantially all of Employee's
skills and efforts to the performance of, and to perform diligently and on a
timely basis, such duties as shall be assigned to Employee from time to time by
the Employer's Board of Directors.

        2. TERM. The term of the Employee's employment hereunder commenced on
the Effective Date and shall expire on April 16, 2003 (the "Expiration Date"),
unless sooner terminated as hereinafter specified in Section 4. The Employer is
an at-will employer, and does not guarantee employment for any specific
duration.

        3. COMPENSATION.

           3.1 Base Salary. As compensation for all services to be rendered by
the Employee, beginning as of September 1, 2001, the Employee shall accrue a
base salary of Three Hundred Thousand Dollars ($300,000) per year (the "Base
Salary"), which shall be payable by Employer to Employee on a regular basis in
accordance with Employer's normal payroll procedures and policies. Such amount,
as may be increased from time to time, is hereinafter "Base Salary."

           3.2 Bonus Compensation. During the Term of this Agreement Employee
shall be eligible to receive annual incentive compensation of up to forty
percent (40%) of Employee's Base Salary upon the achievement of certain
performance goals set by the Board of Directors and

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participate in any other incentive compensation or bonus program adopted for
management employees of the Employer. The terms on which Employee shall be
eligible to participate in any such incentive compensation or bonus program
shall be comparable to the terms that shall apply to other management employees
of the Employer or its subsidiaries that are employed in positions that are
comparable to the position in which Employee is employed by the Employer.
Employee understands that adoption of any management incentive compensation or
bonus program by the Employer requires the prior approval of the Board of
Directors of the Employer. Employee's participation in any such program that is
approved by the Board of Directors of the Employer shall be subject to the
provisions, rules and regulations of any such program.

           3.3 Stock Options. On the Effective Date, Employer granted Employee
an option to purchase One Hundred Thousand (100,000) shares of Employer's Common
Stock pursuant to the terms and conditions of that certain Stock Option
Agreement dated as of the Effective Date (the "First Stock Option Agreement"),
at the exercise price set forth in such First Stock Option Agreement, which
vests as follows: (a) 8,333.33 shares shall vest on the first day of each month
commencing on October 8, 1999 for twelve months. On April 28, 2000, Employer
granted Employee an option to purchase One Hundred Thousand (100,000) shares of
Employer's Common Stock pursuant to the terms and conditions of that certain
Stock Option Agreement dated as of April 28, 2000 (the "Second Stock Option
Agreement"), at the exercise price set forth in such Second Stock Option
Agreement, which vests as follows: 4,166.67 shares shall vest on the first day
of each month commencing on May 28, 2000 for twenty four months. On November 16,
2001, Employer granted Employee an option to purchase One Hundred Thousand
(100,000) shares of Employer's Common Stock pursuant to the terms and conditions
of that certain Stock Option Agreement dated as of November 16, 2001 (the "Third
Stock Option Agreement"), at an exercise price of $2.02 per share (the closing
price of Employer's Common Stock on November 15, 2001), which shall vest as
follows: 5,882.36 shares shall vest monthly commencing on December 16, 2001, for
seventeen months.

           3.4 Participation in Benefit Plans. The Employee shall be entitled to
participate in all employee benefit plans or programs (including vacation time,
sick leave and holidays) generally available to all employees of the Employer,
to the extent that Employee's position, title, tenure, salary, age, health and
other qualifications make Employee eligible to participate therein. The
Employee's participation in any such plan or program shall be subject to the
provisions, rules and regulations thereof that are generally applicable to all
participants therein.

               (a) The Employee shall receive twenty (20) days of vacation time
and five (5) days of sick leave per year;

               (b) Employer shall provide or shall reimburse Employee for the
cost of benefits substantially equivalent to those COBRA benefits from his
previous employer, which Employee may secure individually at reasonably
competitive market rates.

           3.5 Expenses. In accordance with the Employer's policies established
from time to time, the Employer will pay or reimburse the Employee for all
reasonable and necessary out-of-pocket expenses incurred by Employee in the
performance of Employee's duties under this Agreement, subject to the
presentment of appropriate documentation confirming the amount and nature and
the business purposes of such expenses.


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<PAGE>

        4. TERMINATION AND COMPENSATION UPON THE TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT BY THE EMPLOYER. In the event of a termination of Employee's
employment with the Employer in accordance with the provisions hereof, this
Agreement shall also terminate concurrently therewith.

           4.1 Termination Without Cause. The Employer may terminate Employee's
employment at any time during the Term of this Agreement without Cause (as
hereinafter defined), for any reason or no reason, including Employee's death or
total disability (as hereinafter defined). A termination without Cause shall be
effective upon thirty (30) days prior written notice to Employee, except that
such termination shall be effective immediately and without the necessity of any
notice in the case of Employee's death and on delivery of written notice of
termination to Employee in the case of Employee's total disability (as
hereinafter defined) (the "Employment Termination Date"). In the event of any
such termination, the Employer's sole obligation and liability to Employee shall
be as follows:

               (a) To pay to Employee (or in the case of death, to his estate)
the portion of his Base Salary and vacation and sick time that, as of the
Termination Date, had accrued for services rendered up to, but was unpaid as of,
such Employment Termination Date.

               (b) In the event of a termination by Employer without Cause for
reasons other than death or disability, severance compensation in an amount
equal to the portion of Base Salary that would have been payable to Employee
during the then remaining term of the Agreement, which shall be payable in the
manner and times provided below.

               (c) The amount of any bonus or incentive compensation that had
become Vested (as hereinafter defined) prior to the Employment Termination Date.
If (A) a bonus had been awarded to Employee prior to the Employment Termination
Date (a "Bonus Award"), under any management incentive or bonus program
described in Paragraph 3.2 above in which Employee was a participant at or prior
to the Employment Termination Date, and (B) any conditions precedent (such as
those described below) to Employee's right to receive the payment of such Bonus
Award had been satisfied or had been waived, in writing, by the Employer prior
to such Employment Termination Date, then, the unpaid portion of such Bonus
Award that had become payable prior to the Employment Termination Date as a
result of the satisfaction or waiver of any such conditions precedent shall be
deemed to have become vested ("Vested") and shall be paid to Employee (or
Employee's estate, in the case of Employee's death) in the manner and times
provided below. By way of example, conditions precedent to the payment of a
Bonus Award may include, but shall not be limited to, any requirement that
Employee shall have remained in the Employer's employ continuously to a specific
date, or that specified operating results shall have been achieved, or specified
performance goals shall have been satisfied by the Employer, or the Employee (as
the case may be).

               (d) In the event of a termination by Employer without Cause for
reasons other than death or disability, or termination by Employee for Good
Reason (as hereinafter defined, and provided that Employee follows the
procedures set forth in Section 4.3 hereof), provided that such termination
without Cause or for Good Reason is within twelve (12) months of a Change in
Control (as hereinafter defined), the stock options granted pursuant to the
Third Stock Option Agreement, and all subsequent stock options granted to
Employee and then held by Employee, shall accelerate and become fully vested and
exercisable.


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<PAGE>

        The compensation set forth in subsection (b) above or if applicable,
subsection (d) above, are hereinafter referred to as the "Severance
Compensation".

               (e) For the purposes of this Agreement, a "Change in Control"
shall mean (i) the acquisition, directly or indirectly, by any person or group
(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended), other than beneficial or record owners of Employer's securities who
acquired such ownership on or prior to the date hereof, of the beneficial
ownership of securities of Employer possessing more than fifty percent (50%) of
the total combined voting power of all outstanding securities of Employer; (ii)
a merger or consolidation in which Employer is not the surviving entity, except
for a transaction in which the holders of the outstanding voting securities of
Employer immediately prior to such merger or consolidation hold, in the
aggregate, securities possessing more than fifty percent (50%) of the total
combined voting power of all outstanding voting securities of the surviving
entity immediately after such merger or consolidation; (iii) a reverse merger in
which Employer is the surviving entity but in which securities possessing more
than fifty percent (50%) of the total combined voting power of all outstanding
voting securities of Employer are transferred to or acquired by a person or
persons different from the persons holding those securities immediately prior to
such merger; (iv) the sale, transfer or other disposition (in one transaction or
a series of related transactions) of all or substantially all of the assets of
Employer; or (v) approval by the stockholders of a plan or proposal for the
liquidation or dissolution of Employer.

               (f) For the purposes of this Agreement, "Good Reason" shall mean
the assignment of Employee to a position within Employer, upon or within twelve
(12) months following a Change in Control, which (i) is not equivalent in all
material respects with the Employee's position with Employer prior to such
Change in Control (taking into account the relative size of Employer prior to
such Change in Control and the size of the acquiring entity, and other than
actions that are not taken in bad faith and are remedied by Employer within five
(5) business days after receipt of notice thereof from the Employee) or (ii)
results any reduction in the Employee's Base Salary. Notwithstanding the
foregoing, in the event the Board of Directors reassigns Employee to another
senior executive officer position with Employer, such reassignment shall not
constitute "Good Reason" hereunder.

               (g) All payments required to be made by the Employer to the
Employee pursuant to this Subsection 4.1, including, without limitation, any
Severance Compensation and any incentive or bonus compensation, shall be paid in
a single lump sum, promptly after a termination giving rise to such payments.

               (h) For purposes of this Subsection 4.1, the term "totally
disabled" or "total disability" shall mean an inability of Employee, due to a
physical or mental illness, injury or impairment, to perform the essential
functions of his position even with reasonable accommodation as required by law,
for a period of 120 consecutive days, or for non-consecutive periods aggregating
more than 180 days in any period of 12 consecutive months, as determined by a
medical physician mutually selected by the Employee (or his guardian) and the
Employer; provided, however, that if the two parties cannot agree on a
physician, then each party shall select a physician and the two physicians shall
select a third physician who will make the determination.


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<PAGE>


           4.2 Termination for Cause. The Employer may terminate Employee's
employment at any time for "Cause" (as hereinafter defined), effective
immediately upon written notice to Employee. As used herein, the term "Cause"
shall mean Employee's:

               (a) commission of a material breach of this Agreement or of
Employee's duty of loyalty to the Employer, including, but not limited to, a
breach of any of Employee's obligations under any of Sections 5, 6, 7 or 8
hereof;

               (b) commission of an act that, under applicable law or government
regulations, could be held to constitute the commission of a felony, or a
misdemeanor involving moral turpitude, or could subject the Employer to civil or
criminal penalties or fines;

               (c) commission of an act that, in the sole judgment of the Board
of Directors of the Employer could adversely affect, or has adversely affected,
the reputation of the Employer, or the relationship of the Employer with any
federal, state or local government agency or any client of the Employer, the
loss of which could reasonably be expected to materially affect the Employer or
its business;

               (d) refusal or failure to perform any of Employee's material
duties to the reasonable satisfaction of the Board of Directors of the Employer.

               Notwithstanding the foregoing, Employee shall not be deemed to
have been terminated for cause without (i) reasonable notice to Employee setting
forth the reason for Employer's intention to terminate for cause, (ii)
reasonable opportunity for Employee to cure, and (iii) an opportunity for
Employee, together with his counsel, if any, to be heard before the Board.

        If Employee's employment is terminated for Cause, the Employee shall not
be entitled to any compensation (including any Severance Compensation), nor
shall the Employer have any obligation to pay any sum or have any liability to
Employee, whether as compensation for Employee's services or as a result of such
termination of employment, other than the unpaid portion of Employee's Base
Salary and vacation and sick time that have accrued for services rendered by
Employee to the Employer through the effective date of such termination for
Cause. All payments required to be made by the Employer to the Employee pursuant
to this Subsection 4.2 shall be paid in such installments in which such
compensation would otherwise have been paid to Employee had there been no such
termination of employment and in accordance with the Employer's normal payroll
procedures and policies.

           4.3 Termination by Employee for Employer Breach. In the event of a
breach by the Employer of any of its material obligations to Employee under this
Agreement, then Employee shall be entitled (i) to give a written default notice
to the Employer identifying, in reasonable detail, the nature of such breach and
stating that Employee intends to terminate this Agreement and Employee's
employment with the Employer if such breach is not cured within the succeeding
thirty (30) days (the "Cure Period") and (ii) if the Employer fails to cure such
breach in all material respects within the Cure Period, to terminate Employee's
employment with the Employer by a written termination notice delivered to the
Employer no later than the 15th day after the end of such Cure Period. In the
event of any such breach by the Employer and the termination by Employee of
Employee's employment pursuant to this Subsection 4.3, the Employer's sole
liability and obligation to Employee shall be to pay to Employee the same
compensation, on the same payment schedule,


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<PAGE>

that applies to a termination of Employee's employment without Cause, as
provided in Subsection 4.1(a), 4.1(b) and 4.1(c) hereof and, in the event that
such breach occurs upon or within twelve (12) months following a Change in
Control, then additionally Section 4.1(d) hereof. If Employee fails to exercise
Employee's right of termination hereunder within the 15 day period specified
above, then, notwithstanding anything to the contrary contained herein, the
Employer's breach and its failure to cure such breach shall be deemed to have
been waived by Employee, Employee's employment shall continue hereunder and
Employee shall not be entitled to terminate this Agreement or Employee's
employment or to receive any amounts or other payments from the Employer by
reason of such breach and failure to cure on the part of the Employer.

        5. VENTURES AND ACQUISITIONS. If, during the term of this Agreement,
Employee is engaged in or associated with the planning or implementing of any
project, program or venture involving the Employer and a third party or parties
(a "Venture"), or any discussions, analyses or negotiations with respect to an
investment in, merger, acquisition or purchase, directly or indirectly, of the
stock, assets or business of any entity (an "Acquisition"), all rights in the
Venture and the Acquisition and any opportunity to make any investment in the
entity to be so acquired (the "Target") shall belong to the Employer and shall
constitute a corporate opportunity belonging exclusively to the Employer. Except
as approved by the Employer's Board of Directors, the Employee shall not be
entitled to any interest in any such Venture or to invest or solicit any third
party to invest in the Target or consummate the Acquisition, or to receive any
commission, finder's fee or other compensation in connection therewith other
than the salary to be paid to Employee as provided in this Agreement.

        6. CONFIDENTIAL INFORMATION. At all times during and after the Term of
this Agreement, Employee will hold in strict confidence and, without the express
prior written authorization of the Employer's Board of Directors, Employee shall
not disclose to any person or entity, any financial or marketing data of the
Employer (including, without limitation, financial statements of the Employer),
or any technique, process, formula, developmental or experimental work, work in
progress, business methods, business or marketing plans or trade secrets of or
used in the business of the Employer, or any other proprietary or confidential
information relating to the Employer or the services, business affairs of the
Employer, including, without limitation, any information relating to inquiries
made by the Employer or negotiations with respect to any Venture or Acquisition,
as such terms are defined in Section 5 above (collectively, the "Confidential
Information"). Employee agrees that Employee will not make use of any of the
Confidential Information during the Term of this Agreement other than for the
exclusive benefit of the Employer and that Employee shall not make any use
whatsoever of the Confidential Information at any time after termination of
Employee's employment with the Employer. Upon termination of such employment,
Employee shall deliver to the Employer (i) all documents, records, notebooks,
work papers and all similar repositories containing any Confidential Information
or any other information concerning the Employer, whether prepared by Employee,
the Employer or anyone else and (ii) all tangible personal property belonging to
the Employer that is in Employee's possession. The foregoing restrictions shall
not apply to (a) information which is or becomes, other than as a result of a
breach of this Agreement, generally available to the public, (b) information
related to the terms of Employee's compensation or benefits as an employee of
the Employer, or (c) the disclosure of information required pursuant to a
subpoena or other legal process; provided that the Employee shall notify the
Employer, in writing, of the receipt of any such subpoena or other legal process
requiring such disclosure immediately after receipt thereof and the Employee
shall assist the Employer in any


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<PAGE>

efforts it may undertake to quash such subpoena or other legal process or obtain
an appropriate protective order prior to any such disclosure by the Employee.

        7. COVENANTS AGAINST ACTIONS DAMAGING THE EMPLOYER. The Employee agrees
that Employee will not, during Employee's employment by the Employer hereunder,
and for a period of two (2) years following the termination of such employment
(whether by the Employer or by Employee and regardless of the reason for such
termination), (i) make any claim that the Employee has any right, interest or
title, of any kind or nature whatsoever, in or to any proprietary products,
services methods, practices, processes, discoveries, ideas, improvements,
devices, creations, business or marketing plans or systems, or, subject to
applicable labor laws, inventions relating to the business of the Employer, or
(ii) for Employee or on behalf of or in conjunction with any third party, hire
any employee of the Employer or induce or entice any employee of the Employer to
leave his or her employment with the Employer.

        8. NON-COMPETITION. Employee agrees that, during the term of Employee's
employment with the Employer, Employee will not engage or participate, in any
capacity (whether as an owner, shareholder, partner, lender, director (except as
expressly set forth below), officer, employee or independent contractor or
consultant or advisor) in, or provide any services (financial, advisory or
other) to, any Person or business (including any sole proprietorship,
partnership, limited liability company, corporation, unincorporated association
or other entity) that develops proprietary chemistries and reagents with
commercial applications in the genomics and molecular diagnostic fields. Nothing
herein shall prevent Employee from holding, for investment purposes only, no
more than five (5) percent of any class of equity securities of a company
engaged in activities that are the same as, substantially similar to, or
competitive with the Employer if such class of equity securities is traded on a
national securities exchange or on the Nasdaq National Market. Notwithstanding
any of the foregoing, Employee may continue to serve on the Board of Directors
of Sangamo Biosciences.

        9. OTHER EMPLOYEE AGREEMENTS. Employee agrees to execute and deliver all
other agreements customarily entered into by Employer with its executive level
employees, including, without limitation, proprietary rights and invention
assignments.

        10. ASSIGNMENT. This Agreement shall not be assignable, in whole or in
part, by either party without the written consent of the other party, except
that the Employer may, without the consent of the Employee, assign its rights
and delegate its obligations under this Agreement to an Affiliate; or to any
unaffiliated corporation, firm or other business entity (i) with or into which
the Employer may merge or consolidate, or (ii) to which the Employer may sell or
transfer all or substantially all of its assets. After any such assignment by
the Employer, the Employer shall be discharged from all further liability
hereunder and such assignee shall thereafter be deemed to be the Employer for
the purposes of all provisions of this Agreement including this Section 10.

        11. SURVIVAL; REMEDIES.

            11.1 Survival. Any payment obligations of the Employer to Employee
that arise under Section 4 by reason of a termination of Employee's employment
in accordance with Section 4 hereof shall survive any such termination until
such obligations have been satisfied and Sections 5, 6, 7, and 8 of this
Agreement shall survive the expiration of the Term of this Agreement and any
termination of Employee's employment with the Employer.


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<PAGE>

            11.2 Remedies. Employee acknowledges and agrees that Employee's
covenants and the restrictions on Employee contained in the foregoing Sections
5, 6, 7, and 8 of this Agreement are reasonable and necessary in order to
protect the legitimate interests of the Employer, and that any violation thereof
by Employee would result in irreparable injuries to the Employer. Therefore,
Employee acknowledges and agrees that, in the event of a violation by Employee
of any of those covenants or any of those restrictions the Employer shall be
entitled to obtain, from any court of competent jurisdiction, temporary,
preliminary and permanent injunctive relief to prevent a threatened breach or to
obtain a halt to an actual breach by Employee of any of Employee's covenants
contained in any of Sections 5, 6, 7, and 8 of this Agreement, in addition to
any other rights or remedies to which the Employer may be entitled at law or in
equity by reason of any such breach or threatened breach of this Agreement.

        12. MISCELLANEOUS.

            12.1 Governing Law. This Agreement is made under and shall be
governed by and construed in accordance with the laws of the State of
Washington.

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

            12.3 Withholding Taxes. The Employer shall withhold from any salary
and benefits payable under this Agreement all federal, state, city or other
taxes or amounts as shall be required to be withheld pursuant to any law or
governmental regulation or ruling.

            12.4 Amendments; Waiver. No amendment or modification of this
Agreement shall be deemed effective unless made in writing signed by the parties
hereto. No waiver of any provision hereof shall be construed as a further or
continuing waiver of such provision or any other provision hereof.

            12.5 Severability. To the extent any provision of this Agreement
shall be invalid or unenforceable, it shall be considered deleted herefrom and
the remainder of such provision and of this Agreement shall be unaffected and
shall continue in full force and effect.

            12.6 Definitions. The following terms used in this Agreement shall
have the meanings set forth below:

                 (a) "Affiliate" when used with reference to the Employer, means
any Person that controls is controlled by or is under common control of the
Employer and shall include any corporation, limited liability company or
partnership (including a joint venture in partnership form) at least fifty (50)
percent of the voting stock or membership or partnership interests of which are
owned by the Employer, directly or through the ownership by either of them of at
least fifty (50) percent of the voting stock or membership or partnership
interests of any other corporation, limited liability company or partnership.


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<PAGE>

                 (b) "Person" shall mean any natural person, sole
proprietorship, firm, corporation, limited liability company, partnership, joint
venture or unincorporated association or any other business entity.

            12.7 Interpretation; Headings. This Agreement is the result of
arms'-length negotiations between the parties hereto and no provision hereof,
because of any ambiguity found to be contained therein or otherwise, shall be
construed against a party by reason of the fact that such party or its legal
counsel was the draftsman of that provision. Unless otherwise indicated
elsewhere in this Agreement, (i) the term "or" shall not be exclusive; (ii) the
term "including" shall mean "including, but not limited to," and (iii) the terms
"herein," "hereof," "hereto," "hereunder" and other terms similar to such terms
shall refer to this Agreement as a whole and not merely to the specific section,
subsection, paragraph or clause where such terms may appear. The section,
subsection and any paragraph headings contained herein are for the purpose of
convenience only and are not intended to define or limit or affect, and shall
not be considered in connection with, the interpretation of any of the terms or
provisions of this Agreement.

            12.8 Counterpart Execution. This Agreement may be executed by
facsimile and in counterparts, each of which shall be deemed an original and all
of which when taken together shall constitute but one and the same instrument.

            12.9 Arbitration. All disputes between the parties hereto shall be
determined solely and exclusively by arbitration in accordance with the
commercial arbitration rules then in effect of the American Arbitration
Association, or any successors hereto ("AAA"), in King County, Washington,
unless the parties otherwise agree in writing. The parties shall jointly select
an arbitrator. In the event the parties fail to agree upon an arbitrator within
ten (10) days, then each party shall select an arbitrator and such arbitrators
shall then select a third arbitrator to serve as the sole arbitrator; provided,
that if either party, in such event, fails to select an arbitrator within seven
(7) days, such arbitrator shall be selected by the AAA upon application of
either party. Judgment upon the award of the agreed upon arbitrator or the so
chosen third arbitrator, as the case may be, shall be binding and shall be
entered into by a court of competent jurisdiction.

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

                                       "EMPLOYER"

                                       EPOCH BIOSCIENCES, INC.
                                       a Delaware corporation

                                       By: /s/ Sanford S. Zweifach
                                          ------------------------------------
                                           Its:  President and Secretary

                                       "EMPLOYEE"

                                           /s/  William Gerber
                                       ---------------------------------------
                                       William Gerber



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