EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


     THIS  AGREEMENT  ("Agreement")  is made and entered into on the 27th day of
October,  2004,  effective  as of the  14th day of June,  2004  (the  "Effective
Date"),  by and between MICROTEK MEDICAL HOLDINGS,  INC., a Georgia  corporation
(hereinafter   the  "Company"),   and  BARBARA  J.  OSBORNE   (hereinafter   the
"Employee").

                                    RECITALS:

     R-1. The Company develops, manufactures and markets infection control (such
as equipment and patient drapes and  encapsulation  products) and other products
for use primarily in healthcare markets (the "Business").

     R-2. The Company's markets are worldwide.

     R-3.  The  Company   maintains   certain  trade  secrets  and  confidential
information which is proprietary to the Company,  the disclosure or exploitation
of which would cause significant damage to the Company.

     R-4. The Company desires to employ the Employee,  and the Employee  desires
to accept  such  employment,  for which  purposes  each of the  Company  and the
Employee desire to enter into this Agreement to set forth and clarify certain of
the terms and conditions relevant to such employment.

     NOW,  THEREFORE,  in  consideration  of the  recitals,  the  covenants  and
agreements  herein  contained  and the  benefits  to be  derived  herefrom,  the
parties, intending to be legally bound, agree as follows:

     1. Recitals. The recitals set forth above constitute part of this Agreement
and are incorporated herein by this reference.

     2.  Employment.  From and after  the date  hereof  and for the term  herein
provided,  the Company agrees to employ the Employee,  and the Employee  accepts
such employment  with the Company upon the terms and conditions  hereinafter set
forth.

     3. Term.  The  Employee's  employment  shall commence on the Effective Date
and,  subject to Section 8 of this Agreement,  shall continue  through the third
anniversary of the Effective Date.

     4.  Duties.  Subject  to the  direction  and  supervision  of the  Board of
Directors of the Company,  the Employee  agrees that: (a) he or she shall devote
substantially  all of his or her full working time and attention to the business
of the Company and its affiliated  companies;  (b) he or she will perform all of
his or her duties  properly  assigned to him or her  pursuant to this  Agreement
faithfully  and to the  best of his or her  abilities  in a manner  intended  to

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advance the Company's interests; and (c) he or she shall not engage in any other
business  activity  except:  (i) investing  assets in a manner not prohibited by
Section 9(e) of this Agreement,  and in such form or manner as shall not require
any  material  services on his or her part in the  operations  or affairs of the
companies or other entities in which such  investments are made, (ii) serving on
the board of directors of any company,  subject to the  provisions  set forth in
Section 9(e) of this Agreement and provided that he or she shall not be required
to render any material services with respect to the operations or affairs of any
such  company,  (iii)  engaging in religious,  charitable or other  community or
non-profit  activities  which do not impair his or her ability to fulfill his or
her  duties  and  responsibilities  under  this  Agreement,  or (iv) such  other
activities as may be expressly  approved in advance by the Board of Directors of
the Company.

     5.  Compensation.  As full  compensation  for all services  rendered by the
Employee  pursuant to this  Agreement and as full  consideration  for all of the
terms of this Agreement,  the Employee shall receive from the Company during his
employment  under this  Agreement the base salary,  bonuses and fringe  benefits
described below.

          (a) Base Salary. For all services rendered pursuant to this Agreement,
the Company  shall pay or cause to be paid to the Employee an annual base salary
of $175,000.  The annual  salary may be  increased  from time to time during the
term of this Agreement in the  discretion of the Company.  The base salary shall
be payable in accordance with the customary practices of the Company for payment
of its employees,  but in any event,  in  installments  not less frequently than
once monthly. In addition,  effective July 1, 2004, Employee shall receive a car
allowance in the amount of $500, payable monthly.

          (b)  Bonus  Compensation.   To  the  extent  that  the  Company  shall
establish, from time to time in its discretion, bonus compensation plans for the
benefit of all of its management level employees, the Employee shall be entitled
to participate in such bonus compensation plans in accordance with the terms and
provisions established by the Company.

          (c) Fringe Benefits. The Company has adopted, or may from time to time
adopt, policies in respect to fringe benefits for its management level employees
in the  nature of health  and life  insurance,  holidays,  vacation,  sick leave
policies,  disability and other matters.  The Company  covenants and agrees that
the  Employee  shall be  entitled  to  participate  in any such  fringe  benefit
policies  adopted by the Company to the same  extent  that such fringe  benefits
shall  be  available  to and for  the  benefit  of all  other  management  level
employees.

          (d)  Relocation  Expenses.  The  Employee  agrees to  relocate  to the
Atlanta  area on a  schedule  to be agreed  upon  between  the  Company  and the
Employee.  The Company agrees that the Employee shall be entitled to participate
in the Company's Corporate  Relocation Policy (the "Relocation  Policy") as from
time to time in effect, subject to the terms and conditions of such policy.

          (e) Tax Withholdings and Other Deductions.  The Company shall have the
right to deduct from the base salary and any additional  compensation payable to
the Employee all amounts required to be deducted and withheld in accordance with
social  security  taxes and all  applicable  federal,  state and local taxes and
charges as may now be in effect or which may be hereafter enacted or required as


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charges on the  compensation  of the  Employee.  The Company shall also have the
right to offset from the base salary and any additional  compensation payable to
the Employee any loan or other amounts owed to the Company by the Employee.

     6. Working Facilities.  The Company, at its own expense,  shall furnish the
Employee  with office,  working  space and such  equipment as may be  reasonably
necessary for the Employee's performance of his or her duties.

     7. Expenses. The Employee is required as a condition of employment to incur
ordinary, necessary and reasonable expenses for the promotion of the business of
the  Company  and  its  affiliates  and  subsidiaries,  including  expenses  for
entertaining,  travel and similar  items.  The Employee is  authorized  to incur
reasonable  expenses in  connection  with such  business,  including  travel and
entertainment  expenses, fees for seminars and courses, and expenses incurred in
attendance at executive meetings and conventions.  If paid by the Employee, upon
presentation  by the Employee of an itemized  account of such  expenditures in a
manner  satisfactory  to the Company,  the Employee shall be entitled to receive
reimbursement  for these  expenses,  subject to policies that may be established
from time to time by the Company. It is intended by the Company and the Employee
that all expenses  incurred  pursuant to this  paragraph  are to be ordinary and
necessary business expenses.

     8. Termination.  The Employee's  employment may be terminated in accordance
with the  provisions of this section.  The  provisions  for  termination  are as
follows:

          (a) Death or Disability. The Employee's employment shall be terminated
upon the death or total disability of the Employee (total disability meaning the
failure  of the  Employee  to perform  his or her  duties  and  responsibilities
hereunder  in the manner  and to the extent  required  by this  agreement  for a
period of 180  consecutive  days by reason of the Employee's  mental or physical
disability as determined by the Company, which determination,  in the absence of
a showing of bad faith, shall be conclusive upon the Employee).

          (b) Termination for Cause. The Employee's employment may be terminated
by the Company for cause,  which for purposes of this Agreement shall be limited
solely to (i) the  Employee's  material  failure or  refusal to comply  with the
policies,  standards and regulations of the Company from time to time reasonably
established and fairly  administered  by the Company,  (ii) a material breach by
the  Employee  of the terms of  Section 9 of this  Agreement,  (iii) a  material
breach by the Employee of any of the other terms of this  Agreement  (including,
without  limitation,  any resignation by the Employee prior to the expiration of
the  term of this  Agreement),  or (iv)  the  indictment  or  conviction  of the
Employee  for any felony,  the  conviction  of the  Employee  for a  misdemeanor
involving the misuse of funds, or the  adjudication by a court that the Employee
engaged in willful misconduct in connection with the activities of the Company.

          (c)  Termination  Without  Cause.  The  Employee's  employment  may be
terminated by the Company  without  cause;  provided,  that, in the event of any
termination of the Employee's  employment under this paragraph (c), then (i) the
Employee  shall be  entitled  to receive the base salary as set forth in Section
5(a) until the first  anniversary of the date of such  termination of employment


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payable  at  the  Company's  election  either  in a  lump  sum  (present  value,
discounted at rate of 10%) or as otherwise  payable under Section 5(a), plus any
benefits or awards  (including both the cash and stock component) which pursuant
to the  terms of any  compensation  plans  have been  earned  or become  payable
(including,  without  limitation,  any  portion of any bonus award for which any
performance conditions,  other than continued employment,  have been satisfied),
but which have not yet been paid to the Employee (including, without limitation,
amounts which previously have been deferred at the Employee's request), and (ii)
the  Company  shall  maintain  in full  force and effect at the sole cost of the
Company for the  continued  benefit of the  Employee  and his or her  dependents
until the first  anniversary of the date of such  termination of employment (or,
if  earlier,  upon  the  commencement  date of  equivalent  benefits  from a new
employer) the Company's health and dental insurance benefits;  provided that, to
the  extent  such  benefits  are  not  available,   the  Company  shall  provide
replacement  benefits  on terms  which,  as near as may be  practicable,  are as
favorable to the Employee as the discontinued benefits. The Company's obligation
to make payments under this paragraph  shall cease and terminate in the event of
any  breach  by the  Employee  of any of the  provisions  of  Section  9 of this
Agreement.  The Company may  require,  as a  condition  precedent  to making any
payments  under this  paragraph to the  Employee,  that the  Employee  execute a
customary release and covenant not to sue in favor of the Company.  Any payments
under this Section 8(c) shall be subject to Section 5(e).

          (d) Change of Control.

               (i) As used in this Agreement, the term "Change of Control" shall
mean:

                    (A)  Individuals  who,  as of the  date of  this  Agreement,
constitute the Board of Directors (the  "Incumbent  Board") of the Company cease
for any  reason to  constitute  at least a  majority  of such  Board;  provided,
however,  that any individual  becoming a director subsequent to the date hereof
whose election,  or nomination for election by the Company's  shareholders,  was
approved by a vote of at least a majority of the directors  then  comprising the
Incumbent  Board shall be considered as though such  individual  was a member of
the Incumbent  Board,  but excluding,  for this purpose,  any  individual  whose
initial  assumption of such directorship  occurs as a result of either an actual
or  threatened  election  contest  (as such terms are used in Section  14a-11 of
Regulation  14A  promulgated  under  the  Securities  Exchange  Act of 1934 (the
"Exchange  Act")) or other  actual or  threatened  solicitation  of  proxies  or
consents by or on behalf of an individual, entity or group other than the Board;

                    (B)  The  acquisition  by an  individual,  entity  or  group
(within the meaning of Section  13(d)(3)  or14(d)(2)  of the Exchange Act) other
than a trustee or other fiduciary  holding  securities under an employee benefit
plan of the  Company,  of  Beneficial  Ownership  (as  defined  in that  certain
Shareholder  Protection  Rights  Agreement dated as of December 20, 1996 between
the Company and SunTrust Bank, as such agreement may be modified or amended from
time to time  (the  "Rights  Agreement"))  of 15% or more  of  either  the  then


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outstanding  shares of common stock of the Company or the combined  voting power
of the outstanding  voting  securities of the Company entitled to vote generally
in the election of directors  unless the Incumbent  Board  determines in writing
that such transaction shall not constitute a "Change of Control" hereunder;

                    (C) If there  occurs  any  merger  or  consolidation  of the
Company with or into any other  corporation or entity (other than a wholly-owned
subsidiary of the Company) unless the Incumbent Board determines in writing that
such transaction shall not constitute a "Change of Control" hereunder; or

                    (D) There occurs a sale or disposition by the Company of all
or  substantially  all of the Company's  assets.  The Incumbent Board shall have
authority to determine in its sole discretion what constitutes substantially all
of the Company's assets.

     Notwithstanding the foregoing, no Change of Control shall be deemed to have
occurred  for  purposes of this  Agreement  by virtue of any  transaction  which
results in the  Employee,  or a group of persons  which  includes the  Employee,
acquiring  directly  or  indirectly  all or  substantially  of the assets of the
Company.

               (ii) In the event of any  termination  of  Employee's  employment
with the Company occurring within six (6) months following the occurrence of any
event  constituting  a Change of Control other than a termination  of employment
occurring  as a result of a  termination  under  Subsections  (a) or (b) of this
Section 8 (being a termination  for death or disability or a termination  by the
Company  for  Cause),  the  Company  shall  pay to the  Employee  the sum of the
following:

                    (A)  The   Employee's   base  salary  through  the  date  of
termination  at the rate in  effect  just  prior to the date of  termination  of
employment,  plus any  benefits  or  awards  (including  both the cash and stock
component)  which  pursuant  to the terms of any  compensation  plans  have been
earned or become  payable  (including,  without  limitation,  any portion of any
bonus  award  for  which  any  performance  conditions,  other  than  contingent
employment,  have  been  satisfied)  but  which  have not yet  been  paid to the
Employee (including amounts which previously had been deferred at the Employee's
request);

                    (B) A lump sum  payment  in cash in an  amount  equal to the
Employee's current annual base salary; and

                    (C) The Company shall maintain in full force and effect,  at
the sole cost of the Company for the  continued  benefit of the Employee and his
or her dependents until the first anniversary of the date of such termination of
employment (or, if earlier,  upon commencement of equivalent benefits from a new
employer), the Company's health and dental insurance benefits; provided that, to
the  extent  such  benefits  are  not  available,   the  Company  shall  provide
replacement  benefits  on terms  which,  as near as may be  practicable,  are as
favorable to the Employee as the discontinued benefits.

     9. Protective Covenants; Remedies.

          (a) Property  Rights.  The Employee  acknowledges  and agrees that all
records of the accounts of customers,  lists,  prospect lists, prospect reports,
vendor  lists,  samples,  desk  calendars,  briefcases,  day timers,  notebooks,


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computers,  computer records and software,  policy and procedure manuals,  price
lists,  catalogs,  premises keys, written methods of pricing, lists of needs and
requirements  of customers,  written  methods of operation of the Company or any
subsidiary  or affiliate  of the Company  (collectively,  the "Company  Group"),
manufacturing  techniques,  financial  records  and any other  records and books
relating in any manner  whatsoever  to the customers of the Company Group or its
business,  whether  prepared  by the  Employee  or  otherwise  coming  into  the
Employee's  possession,   are  the  exclusive  property  of  the  Company  Group
regardless of who actually purchased or prepared the original book, record, list
or other  property.  All such books,  records,  lists or other property shall be
immediately  returned by the  Employee to the Company  upon any  termination  of
employment.

          (b)   Non-Disclosure   of  Confidential   Information.   The  Employee
acknowledges  that  through his  employment  by the Company,  the Employee  will
become familiar with, among other things, the following:

               Any  scientific  or  technical  information,   design,   process,
               procedure,  formula or  improvement  that is secret and of value,
               and  information  including,  but not  limited to,  technical  or
               nontechnical data,  formula,  patterns,  compilations,  programs,
               devices,  methods,   techniques,   drawings  and  processes,  and
               product,  customer and  financial  data,  which the Company takes
               reasonable efforts to protect from disclosure, and from which the
               Company  derives  actual or potential  economic  value due to its
               confidential nature (the foregoing being hereinafter collectively
               referred to as the "Confidential Information").

               The  Employee   acknowledges  that  use  or  disclosure  of  such
Confidential  Information  would be  injurious  to the Company and will give the
Employee an unfair  competitive  advantage  over the Company  Group in the event
that  the  Employee  should  go  into   competition   with  the  Company  Group.
Accordingly,  the Employee agrees that during the term of this Agreement and for
a period of two (2) years  subsequent to the  termination  of employment for any
reason,  the  Employee  will not  disclose  to any  person,  or utilize  for the
Employee's  benefit,   any  of  the  Confidential   Information.   The  Employee
acknowledges that such Confidential Information is of special and peculiar value
to the Company;  is the property of the Company  Group,  the product of years of
experience and trial and error;  is not generally  known to the Company  Group's
competitors;  and is  regularly  used in the  operation  of the Company  Group's
business. The Employee acknowledges and recognizes that applicable law prohibits
disclosure of  confidential  information and trade secrets  indefinitely  (i.e.,
without  regard to the two year period  described  in this  paragraph),  and the
Company  has the  right to  require  the  Employee  to  comply  with such law in
addition to the Company's rights under this paragraph.

          (c)  Non-Interference  With  Employees.  The  Employee  agrees  not to
solicit,  entice or otherwise  induce any employee of the Company Group to leave
the employ of the Company Group for any reason whatsoever,  and not to otherwise
interfere  with any  contractual  or business  relationship  between the Company


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Group and any of its  employees  for two (2) years from the  termination  of the
Employee's employment.

          (d)  Non-Solicitation of Customers.  For so long as the Employee shall
be due or shall  have  accrued  salary  payments  from the  Company  (including,
without  limitation  any such payment under  Subsection (c) of Section 8 of this
Agreement  which Employee does not waive and refund to the Company in advance of
taking any  actions  prohibited  by this  Subsection),  and, in the event of any
termination of Employee's employment hereunder by the Company for Cause, for one
(1) year after the date of such  termination of employment,  the Employee agrees
that the  Employee  will not,  within  the world  (the  "Territory"),  which the
parties agree is the territory from which the Employee shall  primarily  renders
services,  for the  Employee's  own  benefit  or on behalf of any other  person,
partnership,  company or  corporation,  contact any customer or customers of the
Company  Group who the Employee  called upon or with which the  Employee  became
familiar  while  employed  by the  Company,  for the  purpose of engaging in the
Business.  This  Subsection  shall apply for one year  following the date of any
termination of employment within the scope of Subsection (d)(ii) of Section 8 of
this Agreement.

          (e) Non-Competition. For so long as the Employee shall be due or shall
have accrued salary payments from the Company (including, without limitation any
payment under  Subsection (c) of Section 8 of this Agreement which Employee does
not waive and refund to the  Company in advance of taking any action  prohibited
by  this  Subsection),  and  in  the  event  of any  termination  of  Employee's
employment  hereunder by the Company for Cause,  for one (1) year after the date
of such  termination of employment,  the Employee  agrees that the Employee will
not (i) within the Territory, either directly or indirectly,  whether on his own
behalf or in the service of others (whether as an employee, director, consultant
or advisor) in any capacity  that involves  duties  similar to the duties of the
Employee hereunder,  engage in the Business, or (ii) become an owner (except for
the ownership of not greater than an interest of five percent of a publicly held
company) of any company which is engaged in the Business.  This Subsection shall
apply for one year following the date of any  termination  of employment  within
the scope of Subsection (d)(ii) of Section 8 of this Agreement.

          (f) Inventions and  Discoveries.  The Employee  agrees to fully inform
and  disclose  to  the  Company  all  inventions,   designs,   improvements  and
discoveries  which the Employee now has or may hereafter  while  employed by the
Company obtain which either  constitutes an improvement to or a modification  of
any of the products which from time to time are under development by the Company
or being manufactured or marketed by the Company (collectively,  the "Products")
or constitute  an  invention,  design,  improvement  or discovery  having unique
application  to the Products,  whether  conceived by the Employee  alone or with
others during or outside the usual hours of work. All such inventions,  designs,
improvements and discoveries shall be the exclusive property of the Company. The
Employee  shall assist the Company to obtain such legal  protection  of all such
inventions,  designs, improvements and discoveries as may be deemed desirable by
the Company from time to time. This  Subsection  shall survive any expiration or
earlier termination of this Agreement.

          (g)  Acknowledgment   Regarding  Protective  Covenants.  The  Employee
acknowledges  that  the  Employee  has read and  understands  the  terms of this
Agreement,  that the same was specifically  negotiated,  and that the protective


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covenants  agreed upon herein are  necessary  for the  protection of the Company
Group's business.  Further, the Employee acknowledges that the Company would not
employ the Employee without the  specifically  negotiated  protective  covenants
herein stated.

          (h) Remedies.  In addition to any other rights and remedies  which are
available  to the  Company,  with  respect  to any  breach or  violation  of the
protective  covenants  set forth herein,  it is  recognized  and agreed that the
Company shall be entitled to (i) obtain  injunctive  relief which would prohibit
the  Employee  from  continuing  any  breach  or  violation  of such  protective
covenants,  and (ii)  commence  an action to obtain  such relief in any court of
competent jurisdiction.

     10.  Disputes.  Except as set forth in Section 9(h) of this Agreement,  any
controversy or claim arising out of or relating to the  employment  relationship
between the  Company and the  Employee  shall be settled by  arbitration  by the
American Arbitration  Association  administered under its National Rules for the
Resolution of Employment  Disputes.  Such arbitration  shall be conducted in the
City  of  Atlanta,  Georgia  in  accordance  with  the  rules  of  the  American
Arbitration  Association.  Judgment  upon the award  entered by the  arbitrators
shall be final and may be entered in a court having jurisdiction thereof. If the
Employee is the prevailing party in such proceeding,  then the Employee shall be
entitled  to  recover  the  Employee's  costs  (including,  without  limitation,
reasonable attorneys' fees) of such proceeding. If the Company is the prevailing
party in such proceeding, then the arbitrator may in the arbitrator's discretion
award the  Company  its costs  (including  reasonable  attorneys'  fees) of such
proceeding.

     11. No Conflicting Agreements.  The Employee hereby represents and warrants
that  the  execution  of  this  Agreement  and  the  performance  of  his or her
obligations hereunder will not breach or be in conflict with any other agreement
to which he or she is a party or by which he or she is bound, and that he or she
is not subject to any covenants  against  competition or similar covenants which
affect the performance of his or her obligations hereunder.

     12.  Consulting  Cooperation.  The Employee shall  cooperate fully with the
Company in the  defense  or  prosecution  of any claims or actions  which may be
brought  against  or on  behalf  of  the  Company  which  relate  to  events  or
occurrences that transpired while the Employee was employed by the Company.  The
Employee's  full  cooperation  in  connection  with such claims or actions shall
include,  but not be limited to, being available to meet with counsel to prepare
for  discovery  or trial and to act as a witness  on  behalf of the  Company  at
mutually  convenient  times.  The Employee shall also  cooperate  fully with the
Company in  connection  with any  examination  or review by any federal or state
regulatory  authority  as any such  examination  or review  relates to events or
occurrences that transpired while the Employee was employed by the Company.  The
obligations under this Section shall continue, to the extent required, following
the  expiration  of this  Agreement.  To the extent the  Employee is required to
provide  services  under  this  Section  subsequent  to the  expiration  of this
Agreement,  the  Company  shall  continue  to  reimburse  the  Employee  for the
Employee's  reasonable expenses in connection with the performance of his or her
duties  under this  Section and pay a  consulting  fee in the amount of $100 per
hour.

     13.  Notices.  Any notice  required  or  permitted  to be given  under this
Agreement shall be in writing and personally  delivered or sent by registered or
certified mail,  return receipt  requested,  in the case of the Company,  to the


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principal  office  of the  Company,  and in the  case  of the  Employee,  to the
Employee's last known residence address.

     14.  Construction.  This  Agreement  shall be governed and  interpreted  in
accordance with the laws of the State of Georgia. The waiver by any party hereto
of a breach of any of the provisions of this  Agreement  shall not operate or be
construed as a waiver of any subsequent breach by any party.

     15. Modification;  Assignment.  This Agreement may not be changed except by
written  agreement  duly  executed  by  the  parties  hereto.   The  rights  and
obligations  of the Company under this  Agreement  shall inure to the benefit of
and be binding upon the successors and assigns of the Company.  This  agreement,
being for the personal  services of the  Employee,  shall not be  assignable  or
subject to anticipation by the Employee.

     16.  Severability.  Each  provision of this  Agreement  shall be considered
severable.  If for any reason any provisions herein are determined to be invalid
or  unenforceable,  this Agreement  shall be construed in all respects as though
such invalid or  unenforceable  provisions were omitted,  and such invalidity or
unenforceability  shall not impair or otherwise affect the validity of the other
provisions  of this  Agreement.  Moreover,  the  parties  agree to replace  such
invalid  provision  with a  substitute  provision  that will  correspond  to the
original intent of the parties.

     17. Number of  Agreements.  This Agreement may be executed in any number of
counterparts, each one of which shall be deemed an original.

     18. Pronouns.  The use of any word in any gender shall be deemed to include
any  other  gender  and the use of any word in the  singular  shall be deemed to
include the plural where the context requires.

     19.  Headings.  The  section  headings  used  in  this  Agreement  are  for
convenience  only and are not to be  controlling  with  respect to the  contents
hereof.

     20. Entire  Agreement.  This Agreement  contains the complete and exclusive
statement  of the terms  and  conditions  of the  Employee's  employment  by the
Company,  and there  exists no other  inducement  or  consideration  between the
Company  and  the  Employee  relative  to the  employment  contemplated  by this
Agreement. All prior agreements relative to the subject matter of this Agreement
are terminated.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed as of the date first set forth above.

MICROTEK MEDICAL HOLDINGS, INC.

BY:
    ------------------------------              --------------------------------
                                                BARBARA J. OSBORNE
ITS:
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