Exhibit 10.55

                              EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "AGREEMENT") is effective as of November
15, 2001 (the "EFFECTIVE DATE") by and between KRONOS AIR TECHNOLOGIES,  INC., a
Nevada corporation (the "COMPANY") and wholly-owned  subsidiary of TSET, INC., a
Nevada corporation (the "PARENT"), and DANIEL R. DWIGHT ("EXECUTIVE").

                                    RECITALS:

         WHEREAS,  Executive's  participation  in the business of the Company is
essential to the Company's success;

         WHEREAS,  the parties hereto  acknowledge that the company's ability to
continue as a going concern and perform its obligations hereunder are contingent
on the Company raising  additional  funds for working capital and/or  increasing
its revenues; and

         WHEREAS, the parties wish to provide for the employment of Executive by
the  Company  from and after the date  hereof,  and to  restrict  the ability of
Executive to compete with the Company,  all on the terms and  conditions  herein
set forth.

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, and for other valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1.  EMPLOYMENT.  Subject to Section 3 below, the Company hereby employs
Executive  for a term of two (2) years (the "INITIAL  TERM"),  commencing on the
Effective  Date, to serve as the President  and Chief  Executive  Officer of the
Company and to perform  such  services  and duties as are  consistent  with such
position and as may be directed by the Company's  Board of Directors.  After the
Initial Term, this Agreement shall  automatically renew (each, a "RENEWAL TERM")
for successive one (1) year terms unless either party provides written notice to
the other party  within  three (3) months of the end of the Initial  Term or any
Renewal Term of its or his desire not to renew this Agreement.  The Initial Term
and Renewal  Term are  sometimes  collectively  referred  to as the  "EMPLOYMENT
TERM."  Executive  hereby  accepts  such  employment.  During  the  term  of his
employment hereunder,  Executive shall devote his full business time, attention,
knowledge and skills  faithfully,  diligently  and to the best of his ability to
perform his duties  hereunder,  and Executive shall not engage in any venture or
activity which interferes with  Executive's  performance of his duties hereunder
as reasonably determined by the Board of Directors; PROVIDED, HOWEVER, Executive
may  serve on a  limited  number  of  boards  of  directors  and may  engage  in
charitable  activities,  provided  such  activities  do not  interfere  with the
performance of his duties to the Company.

         2.  COMPENSATION AND BENEFITS.  During the Employment Term, the Company
shall pay Executive the compensation and other amounts set forth below.

             2.1.  SALARY.  The Company  shall pay  Executive  an annual  salary
("SALARY") of One Hundred Eighty Thousand Dollars (US $180,000.00), which amount
may be  increased  after  the  Initial  Term at the  discretion  of the Board of
Directors. In no event may Executive's salary be decreased during the Employment

<PAGE>

Term without Executive's prior consent.  The Executive's Salary shall be payable
in installments according to the Company's regular payroll practices and subject
to such deductions as may be required by law.

             2.2. BONUS.  Executive shall be eligible for annual incentive bonus
compensation  (a  "BONUS")  for each  calendar  year in an  amount  equal to the
Executive's  Salary,  based  principally  upon  the  achievement  of the  "BONUS
OBJECTIVES"  as set forth in SCHEDULE A attached  hereto.  The Bonus  Objectives
shall be updated  annually by the Board of Directors.  If such Bonus  Objectives
are  achieved,  Executive  shall  be paid  the  specified  Bonus  calculated  in
accordance with Schedule A attached hereto.

             2.3. BENEFITS.  Executive shall receive: (i) the Executive benefits
and  perquisites  provided  by  the  Company  to  its  executive  officers  from
time-to-time,  including,  if  offered,  medical,  dental,  life and  disability
insurance at the Company's  cost, and five (5) weeks' paid vacation  during each
calendar year; and (ii) reimbursement for reasonable and necessary out-of-pocket
expenses incurred in the performance of his duties hereunder, including, but not
limited to,  certain home office  expenses,  travel and  entertainment  expenses
(such  expenses  shall be  reimbursed  by the Company,  from time to time,  upon
presentation  of  appropriate  receipts  therefor).  To the extent that  certain
medical,  dental,  life and  disability  insurance is not available to Executive
through the Company, the Company shall reimburse Executive for such costs as set
forth on SCHEDULE B attached hereto.

             2.4.  STOCK AWARDS.  The Company shall provide  Executive  with the
stock options set forth in the Stock Option Agreement  annexed hereto as EXHIBIT
"A" and made a part hereof,  subject to the terms and  conditions  of such Stock
Option Agreement.

         3. TERMINATION.

             3.1.  Executive's  employment  pursuant to this Agreement  shall be
terminated by the first to occur of the following events:

                   (a) The death of Executive.

                   (b)  The  Complete   Disability   of   Executive.   "COMPLETE
DISABILITY"  as used  herein  shall  mean the  inability  of  Executive,  due to
illness,  accident or any other  physical or mental  incapacity,  to perform the
services  provided for in this  Agreement for an aggregate of 90 days within any
period of twelve (12) consecutive months during the term hereof.

                   (c) The  discharge  of  Executive  by the  Company for Cause.
"CAUSE" as used herein shall mean:

                       (i) illegal drug use or alcohol abuse;

                       (ii)  conviction of a felony or a crime  involving  moral
turpitude in the courts of the United States or any state thereof;

                       (iii) acts of fraud by  Executive  against the Company or
its affiliates,  or in connection with the performance of his duties  hereunder,
as  determined  by the  Company  after  investigation,  notice of the  charge to


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<PAGE>

Executive and after allowing  Executive an opportunity to explain the conduct in
question;

                       (iv)  Executive's  willful  failure  or refusal to comply
with any of the provisions of this Agreement; or

                       (v)  Executive's  failure  to  comply  with  any  of  the
provisions of this Agreement or to perform  Executive's  duties and  obligations
under  this  Agreement,  in any  material  respect,  in the Board of  Directors'
discretion (a "DEFAULT"); PROVIDED, HOWEVER, that in the case of this subsection
(v),  termination  for "Cause" shall occur and be effective  only if the Company
has given written notice of the Default to Executive and Executive has failed to
cure the Default in question  during a period of thirty (30) days after the date
of Executive's receipt of such notice.

             3.2.  Upon any  termination  pursuant to Section  3.1,  the Company
shall be released from all obligations  hereunder  (except for the obligation to
pay any compensation or benefits described in Section 2 hereof which are accrued
and  unpaid  as of  the  effective  date  of  termination),  including,  without
limitation, any obligation  post-termination to compensate Executive pursuant to
Section 2 hereof.

             3.3. TERMINATION BY EXECUTIVE.

                   (a) Executive may  terminate his  employment  for Good Reason
(as defined  below) and receive the payments and benefits  specified in Sections
2.1 and 2.3 herein for a period of time that shall be the greater of (i) one (1)
year from the date of such  termination,  or (ii) the  remainder of  Executive's
Employment Term hereunder.  In such event, any payment to Executive  pursuant to
this Section 3.3 shall be payable in  installments  according  to the  Company's
regular  payroll  practices and subject to such deductions as may be required by
law.

                   (b) For purposes of this Agreement, "GOOD REASON" will exist:

                       (i) if the Company fails, after receipt of written notice
from  Executive  and a period of thirty  (30) days to cure such  failure,  or to
honor any of its material obligations under this Agreement;

                       (ii) if Executive's authority, duties or title is changed
by the Company in a manner which is adverse to Executive;

                       (iii) if  Executive  is  removed as  President  and Chief
Executive Officer of the Parent; or

                       (iv) if there  is a  Change  of  Control  of the  Company
and/or the Parent and  Executive's  employment  is terminated by the Company for
any reason other than Cause, death or disability within six (6) months after the
Change of Control.

                   (c) As used herein, the term "CHANGE OF CONTROL" shall mean:



                                     - 3 -
<PAGE>

                       (i) any person  (defined for the purposes of this Section
to mean any  person  within  the  meaning  of  Section  13(d) of the  Securities
Exchange Act of 1934 (the  "EXCHANGE  ACT"),  other than the Company  and/or the
Parent, or an employee benefit plan established by the Board of Directors of the
Company  and/or the Parent,  acquires,  directly or  indirectly,  the beneficial
ownership  (determined  under Rule 13d-3 of the  regulations  promulgated by the
Securities and Exchange  Commission  under Section 13(d) of the Exchange Act) of
securities   issued  by  the  Company  or  the  Parent,   respectively,   having
thirty-three and one-third  percent (33 1/3%) or more of the voting power of all
of the voting securities issued by the Company or the Parent,  respectively,  in
the election of directors at the meeting of the holders of voting  securities to
be held for such purpose, except for a capital-raising transaction that has been
approved by the Board of Directors  of the Company or the Parent,  respectively;
or

                       (ii) a majority of the  directors  elected at any meeting
of the holders of voting securities of the Company and/or the Parent are persons
who were not  nominated  for such  election  by the  Board of  Directors  of the
Company  and/or  the  Parent  or a duly  constituted  committee  of the Board of
Directors of the Company and/or the Parent having authority in such matters; or

                       (iii)  the   Company   and/or   the   Parent   merges  or
consolidates  with or  transfers  substantially  all of its  assets  to  another
person.

         4. CONFIDENTIALITY/COVENANT AGAINST UNFAIR COMPETITION.

             4.1. The Company and the Executive acknowledge that the services to
be performed by the Executive under this Agreement are unique and  extraordinary
and, as a result of such  employment,  the  Executive  will be in  possession of
confidential  information relating to the business practices of the Company. The
term "CONFIDENTIAL  INFORMATION" shall mean any and all information  (verbal and
written)  relating  to the  Company  or any of its  affiliates,  or any of their
respective  activities,  other than such  information  which can be shown by the
Executive to be in the public domain (such information not being deemed to be in
the public  domain  merely  because it is embraced by more  general  information
which is in the  public  domain)  other  than as the  result  of  breach  of the
provisions  of this  Section  4.1,  including,  but not limited to,  information
relating to: trade secrets,  personnel lists,  financial  information,  research
projects,  services used, pricing, software, software code, technical memoranda,
designs and specifications,  new products and services,  comparative analyses of
competitive  products,  technology,  know-how,  customers,  customer  lists  and
prospects,  product sourcing, marketing and selling and servicing. The Executive
agrees  that he will not,  during  or for a period of three (3) years  after the
termination of employment, directly or indirectly, use, communicate, disclose or
disseminate to any person, firm or corporation any Confidential Information.

             4.2.  Executive  agrees that during the  Employment  Term and for a
period of two (2) years  following the  termination of his  employment  (for any
reason),  he will not, for his own account or jointly with another,  directly or
indirectly,  for or on behalf of any individual,  partnership,  corporation,  or
other legal entity, as principal, agent or otherwise:

                   (a) own,  control,  manage,  be employed by, consult with, or
otherwise  participate  in,  a  business  involved  within  the  Trade  Area (as
hereinafter defined) involved in:



                                     - 4 -
<PAGE>

                       (i) the  development or  manufacture of air  purification
technology; or

                       (ii)  the   development   or  manufacture  of  any  other
technology which the Company is selling or developing at the time of Executive's
termination  (the  activities  described  in this  clause  (a)  are  hereinafter
referred to collectively as the "BUSINESS");

                   (b) solicit or induce, or in any manner attempt to solicit or
induce, any person:

                       (i) which is or was a customer  of the  Company or any of
its future subsidiaries or any successor of any such customer or client;

                       (ii)  employed  by the  Company  or  any  of  its  future
subsidiaries  to  leave  such  employment,  whether  or not such  employment  is
pursuant to a written contract and whether or not such employment is at will, or
hire  any  person  who has  been  employed  by the  Company  or any  its  future
subsidiaries at any time during the six (6) month period  preceding such hiring;
or

                   (c)  interfere  with the  Company's  business  relationships,
including,  without  limitation,  the business  relationships with the Company's
customers, clients, vendors or referral sources.

             4.3. As used herein, the term "TRADE AREA" shall mean any locations
in which the Company has  conducted  business at any time during the twelve (12)
month period preceding the termination of employment.

             4.4. Executive recognizes the importance of the covenants contained
in this Section 4 and  acknowledges  that,  based on his past experience and his
position  as an  executive  of the Company and the  projected  expansion  of the
Company's  business,  the restrictions  imposed herein are: (a) reasonable as to
scope,  time  and  area;  (b)  necessary  for the  protection  of the  Company's
legitimate business  interests,  including,  without  limitation,  the Company's
trade secrets,  goodwill, and its relationship with customers and suppliers; (c)
not unduly  restrictive  of any  Executive's  rights as an  individual;  and (d)
supported by adequate consideration.  Executive acknowledges and agrees that the
covenants contained in this Section 4 are essential elements of this Agreement.

             4.5. If Executive  commits a breach or threatens to commit a breach
of any of the provisions of this Section 4, the Company shall have the right and
remedy, in addition to any others that may be available, at law or in equity, to
seek to have the provisions of this Section 4 specifically enforced by any court
having equity jurisdiction, through injunctive or other relief (without any bond
or security being required to be posted),  it being  acknowledged  that any such
breach or threatened  breach will cause irreparable  injury to the Company,  the
amount of which will be difficult to determine,  and that money damages will not
provide an adequate remedy to the Company.

             4.6.  If any  covenant  contained  in this  Section  4, or any part
thereof,  is hereafter construed to be illegal,  invalid or unenforceable,  such
illegality,  invalidity or unenforceability  shall attach only to such provision


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and shall not in any manner affect or render illegal,  invalid or  unenforceable
any of the remaining covenants, which shall be given full effect, without regard
to the invalid portions,  and this Agreement shall be carried out as if any such
illegal,  invalid or unenforceable  provision were not contained  herein. In any
such case, the provision deemed  unenforceable shall be remade or interpreted by
the parties in a manner that such  provisions  shall be enforceable to preserve,
to the maximum extent possible,  the original  intention and meaning thereof and
such  provision,  as  so  modified,  shall  remain  in  full  force  and  effect
thereafter. If Executive breaches the covenants set forth in this Section 4, the
running of the noncompete period described herein (but not his obligation) shall
be tolled for so long as such breach continues. The provisions of this Section 4
shall  survive  the  expiration  and  termination  of  this  Agreement,  and the
termination of Executive's employment hereunder.

         5.  COMPANY  PROPERTY.  The  Company  shall  be the  sole  owner of all
products and proceeds of the Executive's services hereunder,  including, but not
limited to, all  software,  software  products  and code,  technical  memoranda,
design and specifications,  materials,  ideas, concepts,  formats,  suggestions,
developments, arrangements, packages, programs and other intellectual properties
that the Executive  may have or may in the future  acquire,  obtain,  develop or
create in connection with and during the term of the Executive's employment with
the  Company  (including  his  employment  with  the  Company  prior to the date
hereof), free and clear of any claims by the Executive (or anyone claiming under
the Executive) of any kind or character  whatsoever  (other than the Executive's
right to receive compensation hereunder). The Executive shall, at the request of
the Company, execute such assignments,  certificates or other instruments as the
Company  may  from  time  to time  deem  necessary  or  desirable  to  evidence,
establish,  maintain,  perfect,  protect, enforce or defend its right, title and
interest in or to any such  properties.  Upon the termination of the Executive's
employment  for  any  reason  whatsoever,  all  documents,  records,  notebooks,
equipment,  price lists,  specifications,  programs,  customer  and  prospective
customer  lists and other  materials  which refer or relate to any aspect of the
Business  which are in the  possession  of the Executive  (including  all copies
thereof), shall be promptly returned to the Company.

         6. RELATED PARTY TRANSACTIONS.  So long as Executive is employed by the
Company,  he shall  not,  without  the prior  written  consent  of the  Company,
knowingly cause or permit the Company, or any subsidiary to enter into or effect
any  agreement or  transaction,  or provide or receive any service,  between the
Company or any  subsidiary  on the one hand,  and  Executive or a Related  Party
(defined  below),  on the other  hand,  except for the  employment  relationship
contemplated hereby. In any event, any such agreements, transactions or services
shall be at prices and terms  which are equal to the prices and terms  available
for similar  agreements,  transactions or services with unrelated third parties.
As used herein, "RELATED PARTY" means (i) any person related by blood, adoption,
or marriage to the Executive, (ii) any director or officer of the Company or any
of its  subsidiaries,  (iii)  any  corporation  or other  entity  in  which  the
Executive  has,  directly or indirectly,  at least five percent (5%)  beneficial
interest  in the  capital  stock  or  other  type  of  equity  interest  in such
corporation or other entity, or (iv) any partnership in which the Executive is a
general partner or a limited partner having a five percent (5%) or more interest
therein.

         7. SUCCESSORS.  This Agreement is personal to Executive and without the
prior written consent of the Company shall not be assignable by Executive.  This
Agreement is not assignable by the Company except in connection with the sale of


                                     - 6 -
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all or substantially all of the Company's assets. Subject to the foregoing, this
Agreement  shall inure to the benefit of and be binding upon the Company and its
successors and assigns.

         8.  INDEMNIFICATION.  As an  Executive,  officer  and  director  of the
Company, Executive shall be indemnified against all liabilities, damages, fines,
costs  and  expenses  by the  Company  in  accordance  with the  indemnification
provisions of the Company's  Articles of  Incorporation as in effect on the date
hereof,  and otherwise to the fullest extent to which  Executives,  officers and
directors of a corporation  organized  under the laws of the State of Nevada may
be  indemnified  pursuant to the laws of such state,  as the same may be amended
from time to time (or any  subsequent  statute  of  similar  tenor and  effect),
subject to the terms and conditions of such statute. The Company shall carry and
maintain  current  Directors and Officers  insurance in amounts  customary  with
industry practices.

         9. CANCELLATION OF PRIOR AGREEMENTS AND RECOGNITION OF AMOUNTS OWED. As
of the Effective  Date, the parties  hereto agree that the Consulting  Agreement
dated January 1, 2001 between the Company and Executive  (the "FIRST  CONSULTING
AGREEMENT") and the Finders  Agreement dated August 21, 2000 between the Company
and Executive shall be terminated.  The Company hereby  acknowledges  and agrees
that pursuant to the terms of the First Consulting  Agreement,  the Company owes
Executive  Two  Hundred  Fifty  Thousand  Five  Hundred  Eighty-Two  Dollars (US
$250,582) (the "OUTSTANDING BALANCE") as of December 31, 2001, which amounts are
presently past due. The parties hereto agree that the Outstanding  Balance shall
continue to accrue  interest at one percent (1%) per month until the Outstanding
Balance  is paid in  full.  Payments  from the  Company  to  Executive  shall be
allocated  first to out of  pocket  expenses,  second  to  salary,  and third to
repayment  of  the  Outstanding   Balance.  In  addition,   the  Company  hereby
acknowledges and agrees that pursuant to the First Consulting  Agreement and the
Consulting  Agreements  dated August 1, 2000  between the Company and  Executive
(the  "SECOND   CONSULTING   AGREEMENT"),   Executive  has  earned  two  hundred
seventy-one thousand (271,700) options of the Company (the "CONSULTING OPTIONS")
that are fully  vested and  exercisable  under the terms and  conditions  of the
First  Consultant  Agreement,  the Second  Consulting  Agreement  and the Letter
Agreement  dated April 12, 2001 between the Company and  Executive.  The Company
hereby  acknowledges and agrees that the Outstanding  Balance and the Consulting
Options  have been earned by  Executive  and shall  survive the  expiration  and
termination of this  Agreement,  and the  termination of Executive's  employment
hereunder.

         10. MISCELLANEOUS.

             10.1.  GUARANTEE BY THE PARENT.  The Parent hereby  unconditionally
guarantees  to  Executive,  the  due  performance  and  prompt  payment  of  the
obligations of the Company hereunder.

             10.2.  MODIFICATION  AND  WAIVER.  Any  term or  condition  of this
Agreement  may be waived at any time by the party hereto that is entitled to the
benefit thereof; provided, however, that any such waiver shall be in writing and
signed  by the  waiving  party,  and no such  waiver of any  breach  or  default
hereunder  is to be implied  from the  omission  of the other  party to take any
action on account thereof.  A waiver on one occasion shall not be deemed to be a


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waiver of the same or of any other breach on a future  occasion.  This Agreement
may be modified or amended only by a writing signed by both parties hereto.

             10.3.  GOVERNING  LAW. The  validity  and effect of this  Agreement
shall be governed by and construed  and enforced in accordance  with the laws of
the State of Nevada.

             10.4.  TAX  WITHHOLDING.  The Company may withhold from any amounts
payable  under this  Agreement  such taxes as shall be  required  to be withheld
pursuant to any applicable law or regulation.

             10.5.  SECTION  CAPTIONS.  Section and other captions  contained in
this  Agreement  are for  reference  purposes only and are in no way intended to
describe,  interpret,  define  or limit  the  scope,  extent  or  intent of this
Agreement or any provision hereof.

             10.6.  SEVERABILITY.  Every provision of this Agreement is intended
to be severable.  If any term or provision  hereof is illegal or invalid for any
reason  whatsoever,  such illegality or invalidity shall not affect the validity
of the remainder of this Agreement.

             10.7. INTEGRATED  AGREEMENT.  This Agreement constitutes the entire
understanding and agreement among the parties hereto with respect to the subject
matter hereof,  and supersedes any other employment  agreements  executed before
the  date  hereof.  There  are  no  agreements,  understandings,   restrictions,
representations,  or  warranties  among the  parties  other than those set forth
herein or herein  provided  for and the Company and  Executive  hereby agree and
acknowledge that the Company,  its  subsidiaries  and affiliates,  shall have no
obligation to pay Executive any compensation other than as provided for herein.

             10.8.  INTERPRETATION.  No  provision  of this  Agreement  is to be
interpreted  for or against any party  because that party or that party's  legal
representative drafted such provision. For purposes of this Agreement: "herein,"
"hereby," "hereunder,"  "herewith," "hereafter," and "hereinafter" refer to this
Agreement in its entirety, and not to any particular section or subsection. This
Agreement may be executed in any number of counterparts,  each of which shall be
deemed  an  original,  and all of  which  shall  constitute  one  and  the  same
instrument.

             10.9.   NOTICES.   All  notices,   requests,   demands,   or  other
communications  required or permitted hereunder shall be in writing and shall be
deemed to have been duly given upon receipt if delivered in person or by Federal
Express (or similar  overnight  courier service) to the parties at the following
addresses:

           If to Executive:            Daniel R. Dwight
                                       47 Payson Road
                                       Belmont, Massachusetts  02478

           With a copy to:             Hutchins, Wheeler & Dittmar
                                       A Profession Corporation
                                       101 Federal Street
                                       Boston, Massachusetts  02110
                                       Attention:  Steven J. Cagnetta, Esq.



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<PAGE>

           If to the Company:          TSET, Inc.
                                       14523 Westlake Drive
                                       Lake Oswago, Oregon  97034

           With a copy to:             Clayton E. Parker, Esq.
                                       Kirkpatrick & Lockhart LLP
                                       201 South Biscayne Boulevard, Suite 2000
                                       Miami, Florida  33131

Any party may change the address to which  notices,  requests,  demands or other
communications  to such  party  shall be  delivered  or mailed by giving  notice
thereof to the other parties hereto in the manner  provided  herein.  Any notice
may be given on behalf of a party by its counsel.

             10.10. NO JURY TRIAL. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF ANY  LITIGATION  BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION  WITH
THIS  AGREEMENT  AND ANY  DOCUMENT  CONTEMPLATED  TO BE EXECUTED IN  CONJUNCTION
HEREWITH,  OR ANY COURSE OF  CONDUCT,  COURSE OF  DEALING,  STATEMENTS  (WHETHER
VERBAL OR  WRITTEN)  OR  ACTIONS  OF ANY  PARTY.  THIS  PROVISION  IS A MATERIAL
INDUCEMENT FOR THE PARTIES' ACCEPTANCE OF THIS AGREEMENT.

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         IN WITNESS  WHEREOF,  the parties hereto have executed this  Employment
Agreement as of the Effective Date.

                                    COMPANY:

                                    KRONOS AIR TECHNOLOGIES, INC.

                                    By:
                                          --------------------------------------
                                    Name:
                                          --------------------------------------
                                    Title:
                                          --------------------------------------


                                    PARENT:

                                    TSET, INC.

                                    By:
                                          --------------------------------------
                                    Name:
                                          --------------------------------------
                                    Title:
                                          --------------------------------------


                                    EXECUTIVE:

                                    --------------------------------------------
                                    Daniel R. Dwight















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                                   SCHEDULE A


                         DESCRIPTION OF BONUS OBJECTIVES




























                                      A-1
<PAGE>



                                   SCHEDULE B


                                 INSURANCE COSTS


          Insurance Item                                         Cost Per Month
          --------------                                         --------------














                                      A-2
<PAGE>



                                   SCHEDULE C


                             STOCK OPTION AGREEMENT




















                                       A-3