EMPLOYMENT AGREEMENT

      THIS EMPLOYMENT AGREEMENT (the "Agreement") is dated as of June 9, 1997,
is by and between Closure Medical Corporation, a Delaware corporation (the
"Company"), and William M. Cotter ("Employee").

      WHEREAS, the Company and Employee desire to enter into an agreement to
provide for Employee's employment by the Company, upon the terms and conditions
set forth herein;

      NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:

                                      Terms

1. Employment. The Company hereby employs Employee, and Employee hereby accepts
such employment and agrees to perform his duties and responsibilities hereunder,
in accordance with the terms and conditions hereinafter set forth.

      1.1 Employment Term. The term of this Agreement (the "Employment Term")
shall commence as of June 9, 1997 and shall continue until June 8, 1999 (unless
earlier terminated in accordance with this Agreement) or extended in accordance
with the following sentence. The Employment Term shall automatically be extended
for successive one-year terms, subject to the termination provisions hereof,
unless either party notifies the other, in writing, at least sixty (60) days
prior to the end of the then current Employment Term that the Agreement is to be
terminated.

      1.2 Duties and Responsibilities.

            1.2.1 During the Employment Term, Employee shall serve as Vice
President-Operations of the Company and shall perform all duties and accept all
responsibilities incidental to such position or as otherwise may be reasonably
assigned to him by the Company's Chief Executive Officer or its Board of
Directors (the "Board").

            1.2.2 Employee represents to the Company that, he is not subject to,
and agrees that he will not hereafter during the Employment Term become subject
to, any employment agreement, non-competition covenant, non-disclosure agreement
or other agreement, covenant, understanding or restriction which would prohibit
Employee from fully performing his duties and responsibilities hereunder, or
which would otherwise in any manner, directly or indirectly, limit or adversely
affect the duties and responsibilities which may now or in the future be
assigned to Employee by the Company's Chief Executive Officer or the Board.


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      1.3 Extent of Service. During the Employment Term, Employee agrees to use
his best efforts to carry out his duties and responsibilities under Section
1.2.1 hereof and, consistent with the other provisions of this Agreement, to
devote his full time, attention and energy thereto during normal business hours.
Except as provided in Section 4 hereof, the foregoing shall not be construed as
preventing Employee from making investments in other businesses or enterprises,
provided that Employee agrees not to become engaged in any other business,
charitable or community activity which may materially interfere with his ability
to discharge his duties and responsibilities to the Company.

      1.4 Base Salary. For all the services rendered by Employee hereunder, the
Company shall pay Employee an annual salary at the rate of $150,000 for each
full year of the Employment Term, plus such additional amounts, if any, as may
be approved by the Board or its Compensation Committee (the "Committee") (as
such amount may be increased from time to time hereunder, the "Base Salary"),
payable in installments at such times as the Company customarily pays its other
senior officers (but in no event less often than monthly). Employee's Base
Salary shall be reviewed by the Board or the Committee at the end of each
employment year to determine if an increase is appropriate for the next
employment year pursuant to its normal performance review policies for
executives, taking into account Employee's performance and increases in the cost
of living. The Company shall be entitled to make proper withholdings from
Employee's Base Salary as required by law or agreed to by Employee.

      1.5 Benefits. During the Employment Term, Employee shall be (a) entitled
to the benefits described in Exhibit 1.5 and to participate in such retirement,
profit sharing, group insurance, life insurance, long-term disability,
medical/dental and any other fringe benefit plans, if any, as may be authorized
from time to time by the Board in its sole discretion for officers of the
Company generally, and (b) entitled to four weeks of paid vacation, in addition
to customary holidays and personal days in accordance with the Company's normal
personnel policies. Accrued and unused vacation may be carried forward into the
subsequent year only if approved in writing by the Committee, Board or Chief
Executive Officer of the Company.

      1.6 Incentive Compensation. Employee shall be entitled to participate in
such incentive compensation or bonus plans, if any, as may be established from
time to time in respect of each complete fiscal year during the Employment Term
by the Board or the Committee in their sole discretion, the terms and provisions
of which shall also be in the sole discretion of the Board or the Committee. In
addition, with respect to each calendar year during the Employment Term,
Employee will be entitled to receive an annual bonus, payable no later than 100
days after the end of such calendar year, in a minimum amount equal to 20% of
his Base Salary and a maximum amount equal to 60% of his Base Salary, based on
performance milestones significant to the progress of the Company to be
established by the Board upon the recommendation of the Committee based upon
criteria to be submitted to the Committee by the end of the first calendar
quarter of each year by the Chief Executive Officer. The current applicable
performance milestones are attached and will be in effect until December 31,
1997.

      1.7 Stock Options. In consideration for Employee's execution of this
Agreement, the Committee has granted to Employee, as of the date of execution
hereof ("Execution Date"), subject


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to the execution and delivery of this Agreement, a nonqualified stock option to
purchase 40,000 shares of Common Stock of the Company pursuant to the Company's
Equity Compensation Plan and a stock option agreement in the form used generally
by the Company, a copy of which is attached hereto. Notwithstanding anything
herein to the contrary, Employee's rights and entitlements with respect to such
options will be governed by the terms of such stock option agreement and Equity
Compensation Plan.

      1.8 Expenses. The Company shall reimburse Employee on a timely basis for
all ordinary and necessary out-of-pocket business expenses incurred in
connection with the discharge of his duties and responsibilities hereunder
during the Employment Term in accordance with the Company's expense approval
procedures then in effect and upon presentation to the Company of an itemized
account and written proof of such expenses.

2. Confidential Information. Employee recognizes and acknowledges that by reason
of employment by and service to the Company, he has had and will continue to
have access to financial, proprietary and other confidential information of the
Company and its affiliates, including, without limitation, information and
knowledge pertaining to products and services offered, research ideas, methods
and results, innovations, designs, ideas, plans, trade secrets, proprietary
information, distribution and sales methods and systems, sales and profit
figures, customer and client lists, and relationships between the Company and
its affiliates, distributors, customers, clients, suppliers and other who have
business dealings with the Company and its affiliates ("Confidential
Information"). Employee acknowledges that such Confidential Information is a
valuable and unique asset and covenants that he will not, either during or after
the term of this Agreement, disclose any such Confidential Information to any
person for any reason whatsoever without the prior written authorization of the
Board, unless such information is in the public domain through no fault of
Employee or except: (a) as may be required by law with prior notice to the
Company; or (b) in the course of his employment hereunder and solely in
furtherance of the interests of the Company and its affiliates.

3. Developments. All developments, including inventions, whether patentable or
otherwise, trade secrets, discoveries, improvements, ideas and writings which
either directly or indirectly relate to or may be useful in the business of the
Company or any of its affiliates (the "Developments") which Employee, either by
himself or in conjunction with any other person or persons, shall conceive,
make, develop, acquire or acquire knowledge of during the Employment Term or at
any time thereafter during which he is employed by the Company, shall become and
remain the sole and exclusive property of the Company. Employee hereby assigns,
transfers and conveys, and agrees to so assign, transfer and convey, all of his
right, title and interest in and to any and all such Developments and to
disclose fully as soon as practicable, in writing, all such Developments to the
Board. At any time and from time to time, upon the request and at the expense of
the Company, Employee will execute and deliver any and all instruments,
documents and papers, give evidence and do any and all other acts which, in the
opinion of counsel for the Company, are or may be necessary or desirable to
document such transfer or to enable the Company to file and prosecute
applications for and to acquire, maintain and enforce any and all patents,
trademark registrations or copyrights under United States or foreign law with
respect to any such Developments or to obtain any extension, validation,
re-issue, continuance or renewal of any such patent, trademark or


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copyright. The Company will be responsible for the preparation of any such
instruments, documents and papers and for the prosecution of any such
proceedings and will reimburse Employee for all reasonable expenses incurred by
him in compliance with the provisions of this Section.

4. Non-Competition.

      4.1 During the Employment Term and for a period of two years thereafter,
Employee will not, without prior written consent of the Board, directly or
indirectly, own, manage, operate, join, control, finance or participate in the
ownership, management, operation, control or financing of, or be connected as an
officer, director, employee, partner, principal, agent, representative,
consultant or otherwise with or use or permit his name to be used in connection
with, any business or enterprise engaged within any state of the United States,
the District of Columbia or any foreign jurisdiction in any business that
competes with the business of the Company business as in effect either during
the Employment Term or on the date Employee's employment terminates, as
applicable. It is recognized by Employee that the business of the Company and
Employee's connection therewith is or will be international in scope, and that
geographical limitations on this non-competition covenant and the
non-solicitation covenant set forth in Section 5 are therefore not appropriate.

      4.2 The foregoing restriction shall not be construed to prohibit the
ownership by Employee of not more than five percent (5%) of any class of
securities of any corporation which is engaged in any of the foregoing
businesses having a class of securities registered pursuant to the Securities
Exchange Act of 1934, provided that such ownership represents a passive
investment and that neither the Employee nor any group of persons including
Employee in any way, either directly or indirectly, manages or exercises control
of any such corporation, guarantees any of its financial obligations, otherwise
takes part in its business, other than exercising his rights as a shareholder,
or seeks to do any of the foregoing.

5. No Solicitation. Employee agrees that during the Employment Term and for a
period of two years thereafter, Employee will not, either directly or
indirectly, (i) call on or solicit any person, firm, corporation or other entity
who or which at the time of the termination of Employee's employment was, or
within one year prior thereto had been, a customer of the Company or any of its
affiliates or (ii) solicit the employment of any person who was employed by the
Company or any of its affiliates on a full or part-time basis at the time of
Employee's termination of employment, unless such person (a) was involuntarily
discharged by the Company or such affiliate, or (b) voluntarily terminated his
relationship with the Company or such affiliate prior to Employee's termination
of employment.

6. Equitable Relief.

      6.1 Employee acknowledges that the restrictions contained in Sections 2,
3, 4 and 5 hereof are reasonable and necessary to protect the legitimate
interests of the Company and its affiliates, that the Company would not have
entered into this Agreement in the absence of such restrictions, and that any
violation of any provision of those Sections may result in irreparable injury to
the Company and its affiliates (each of which shall be deemed a third party
beneficiary of such restriction). Employee represents that his experience and
capabilities are such that the restrictions contained in Sections 4 and 5 hereof
will not prevent Employee from obtaining employment or


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otherwise earning a living at the same general level of economic benefit as
anticipated by this Agreement. Employee represents and acknowledges that (a) he
has been advised by the Company to consult his own legal counsel in respect of
this Agreement, and (b) that he has had full opportunity, prior to execution of
this Agreement, to review thoroughly this Agreement with his counsel.

      6.2 Employee agrees that each of the Company and its affiliates shall be
entitled to preliminary and permanent injunctive relief, without the necessity
of proving actual damages, as well as to an equitable accounting of all
earnings, profits and other benefits arising from any violation of Section 2, 3,
4 or 5 hereof, which rights shall be cumulative and in addition to any other
rights or remedies to which the Company or any affiliate may be entitled. In the
event that any provisions of Section 2, 3, 4 or 5 hereof should ever be
adjudicated to exceed time, geographic, service or other limitations permitted
by applicable law in any jurisdiction, then such provision shall be deemed
reformed in such jurisdiction to the maximum time, geographic, service, or other
limitations permitted by applicable law.

      6.3 Employee and the Company irrevocably and unconditionally (i) agree
that any suit, action or other legal proceeding arising out of this Agreement,
including without limitation, any action commenced by the Company for
preliminary and permanent injunctive relief and other equitable relief, may be
brought in any court of competent jurisdiction in the State of North Carolina,
provided that any suit, action or other legal proceeding brought against the
Company shall be brought and adjudicated in the United States District Court for
the Eastern District of North Carolina or, if such court will not accept
jurisdiction, in any court of competent civil jurisdiction sitting in Wake
County, North Carolina, (ii) consent to the jurisdiction of any such court in
any such suit, action or proceeding and (iii) waive any objection which Employee
or the Company may have to the laying of venue of any such suit, action or
proceeding in any such court. Employee and the Company also irrevocably and
unconditionally consent to the service of any process, pleading, notices or
other papers in any manner permitted by the notice provisions hereof.

      6.4 Employee agrees that he will provide, and that the Company may
similarly provide, a copy of Sections 2, 3, 4, and 5 of this Agreement to any
business or enterprise (i) which he may directly or indirectly own, manage,
operate, finance, join, control or participate in the ownership, management,
operation, financing, control or control of, or (ii) with which he may be
connected with as an officer, director, employee, partner, principal, agent,
representative, consultant or otherwise, or in connection with which he may use
or permit his name to be used; provided, however, that this provision shall not
apply in respect of Sections 4 and 5 of this Agreement after expiration of the
time periods set forth therein.

7. Termination. This Agreement shall terminate prior to the expiration of the
Employment Term upon the occurrence of any one of the following events:

      7.1 Disability. The Company may terminate this Agreement if Employee is
unable fully to perform his duties and responsibilities hereunder to the full
extent required by the Board by reason of illness, injury or incapacity for six
(6) consecutive months, or for more than six (6) months in the aggregate during
any period of twelve (12) calendar months, during which time he shall continue


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<PAGE>

to be compensated as provided in Section 1 hereof. In such event, the Company
shall have no further liability or obligation to Employee for compensation or
other benefits under this Agreement except (i) as may be provided under any
disability benefit plan or other employee benefit plan and program which may be
in effect and in which he participated, and (ii) Employee shall be entitled to
receive a pro rata portion of the incentive compensation pursuant to Section 1.6
in respect of the year during which Employee first became disabled.. The right
and benefits of Employees under any such employee benefit plans and programs
will be determined in accordance with the terms and provisions of such plans and
programs. Employee agrees, in the event of any dispute under this Section 7.1,
to submit to a physical examination by an independent, licensed physician
selected by the Board.

      7.2 Death. This Agreement shall terminate if Employee dies during the
Employment Term. In such event, the Company shall pay to Employee's executors,
legal representatives or administrators an amount equal to the installment of
his Base Salary set forth in Section 1.4.1 hereof for the month in which he
dies, all accrued incentive compensation pursuant to Section 1.6 and a pro rata
portion of the incentive compensation pursuant to Section 1.6 in respect of the
year during which Employee died, and, thereafter, the Company shall have no
further liability or obligation under this Agreement to his executors, legal
representatives, administrators, heirs or assigns or any other person claiming
under or through him, except as may be provided under any employee benefit plan
or compensation program which may be in effect for employees of the Company and
in which he participated. The rights and benefits of Employee under any such
employee benefit plans and programs will be determined in accordance with the
terms and provisions of such plans and programs.

      7.3 Cause. The Company may terminate this Agreement, at any time, for
"cause". For purposes of the Agreement, Employee's employment may be terminated
for "cause" if: (a) he engages in gross misconduct, or dishonesty (which in
either case results in material harm to the Company); (b) materially fails to
perform or observe any of the terms or provisions of this Agreement (c) fails to
carry out reasonable directives of the Chief Executive Officer of the Company or
the Board in accordance with Section 1.2; or (d) is convicted of a felony or is
involved in substance abuse; provided, however, that "cause" shall not include
bad judgment or any act or omission reasonably believed by Employee in good
faith to have been in or not opposed to the best interests of the Company, and
provided further, however, that in any event, Employee shall be given written
notice by the Board that the Company intends to terminate Employee's employment
for cause, which written notice shall specify the act or acts on the basis of
which the Company intends so to terminate Employee's employment, and Employee
shall then be given the opportunity, within fifteen (15) days of his receipt of
such notice, to have a meeting with the Board to discuss such act or acts. If
the basis of such written notice is an act or acts other than an act or acts
described in clause (d) of the preceding sentence, Employee will be given seven
(7) days after such meeting within which to cease or correct the performance (or
nonperformance) or to cure the harm giving rise to such written notice and, upon
failure of Employee within such seven (7) day period to cease or correct same,
Employee's employment by the Company shall automatically terminate hereunder for
cause. If Employee ceases or cures to the satisfaction of the Board of
Directors, the Employee's employment agreement shall continue in accordance with
the terms hereof. Upon any such termination or removal, Employee shall be
entitled to receive Base Salary under Section 1.4,


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incentive compensation under Section 1.6 and all other benefits and compensation
as described herein for a period of twelve (12) months thereafter.

      7.4 Change in Control Termination.

            7.4.1 For purposes of this Agreement, a "Change in Control" shall be
deemed to have occurred if:

                  (a) As a result of a tender offer, stock purchase, other stock
acquisition, merger, consolidation, recapitalization, reverse split, or sale or
transfer of assets, any person or group (as such terms are used in and under
Section 13(d) of the Exchange Act), but excluding Rolf D. Schmidt and F.W.
Schmidt or any entity controlled by either or both of them, becomes the
beneficial owner (as defined in Rule 13-d under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 50.1% of the
common stock of the Company or the combined voting power of the Company's then
outstanding securities;

                  (b) A liquidation or dissolution of the Company, or a sale
(excluding transfers to subsidiaries) of all or substantially all of the
Company's assets occurs; or

                  (c) During any period of two consecutive years, individuals
who, at the beginning of such period, constitute the Board cease for any reason
to constitute at least a majority thereof, unless the election, or the
nomination for election by the Company's shareholders, or at least two-thirds of
the directors who were not directors at the beginning of such period was
approved by a vote of at least two-thirds of the directors then still in office
who were either directors at the beginning of the period or who, in connection
with their election or nomination, received the foregoing two-thirds approval.

            7.4.2 After the occurrence of a Change in Control, Employee shall be
entitled to receive payment and benefits pursuant to this Agreement if, after
the occurrence of a Change in Control, his employment with the Company is
terminated under any of the following circumstances: (a) the Company terminates
Employee's employment for reasons other than "Cause," "Disability," or death; or
(b) the Employee terminates his employment with the Company for "Good Reason."
For purposes of this Agreement, "Good Reason" shall mean the occurrence after a
Change in Control of any of the following events or conditions: (i) an adverse
change in the Employee's status, title, position or responsibilities from that
in effect immediately prior to the Change in Control; (ii) a reduction in the
Employee's salary; (iii) the Company's requiring the Employee to relocate beyond
a twenty-five (25) mile radius from Raleigh, North Carolina; (iv) any purported
termination of Employee's employment for cause or disability without grounds
therefor; (v) any material breach by the Company of any provision of this
Agreement; or (vi) the failure of the Company to obtain an agreement,
satisfactory to the Employee, from any successor or assign of the Company to
assume and agree to perform this Agreement.

            7.4.3 In the event that Employee's employment with the Company
terminates under any of the circumstances described in Section 7.4.2 above,
Employee shall be entitled to receive all of the following: (a) All accrued
compensation and any pro rata incentive compensation Employee


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may have earned up to the date of termination; (b) A continuation for three
years from date of termination of Employee's then current annual salary, and
incentive compensation and benefits hereunder. The Company shall maintain in
full force and effect, for three (3) years after the date of termination, all
benefit plans and programs in which Employee was entitled to participate
immediately prior to the date of termination, provided that Employee's continued
participation is possible under the general terms and provisions of such plans
and programs. Employee's continued participation in such plans and programs
shall be at no greater cost to Employee than the cost he bore for such
participation immediately prior to the date of termination. If Employee's
participation in any such plan or program is barred, the Company shall arrange
upon comparable terms, and at no greater cost to Employee than the cost he bore
for such plans and programs prior to the date of termination, to provide
Employee with benefits substantially similar to those which he is entitled to
receive under any such plan or program.

      7.5 Other Terminations.

            7.5.1 Employee may terminate this Agreement upon ten (10) days'
prior written notice to the Company if the Company fails to fulfill any of the
material terms and provisions hereof including the failure to pay Employee any
amounts payable hereunder within ten (10) business days after the same shall be
due and payable. In the event of such termination, Employee shall be entitled to
receive payment of his Base Salary, all incentive compensation pursuant to
Section 1.6 and all other benefits and compensation to which he would have been
entitled under this Agreement until the end of the Employment term.

            7.5.2 Employee may voluntarily terminate this Agreement upon thirty
(30) days' prior written notice for any reason; provided, however, that no
further payments shall be due under this Agreement in that event except that
Employee shall be entitled to all accrued compensation and a pro rata portion of
all incentive compensation for the year in which termination occurs, and any
benefits due under any compensation or benefit plan including those listed in
Section 1 hereof provided by the Company for officers generally or otherwise.

8. Working Facilities. The Employee shall be provided with an office,
stenographic and technical help and such other facilities and services as may be
suitable to Employee's position in accordance with manpower plan approved by the
Board.

9. Location. Employee shall not be required, without his consent, to render
services at any place other than the area of Raleigh, North Carolina; however;
Employee may be asked to travel in connection with the Company's business as
reasonably appropriate for the performance of his duties.

10. Professional Dues and Continuing Education. The Company agrees to reimburse
the Employee for reasonable professional dues and continuing education expenses
necessary to maintain applicable certifications upon approval by the Company's
Chief Executive Officer or the Board.

11. Indemnification. The Company shall indemnify the Employee, to the maximum
extent permitted by applicable law, against all costs, charges and expenses
incurred or sustained by him in connection with any action, suit or proceeding
to which he may be a party or in which he may be a


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witness by reason of his being an officer, director or employee of the Company
or of any subsidiary or affiliate of the Company.

12. Survival. Notwithstanding the termination of this Agreement, the Company's
obligations under Sections 1.4, 1.5, 1.6, 1.7, 1.8, 6.3, 7 and 11 and Employee's
obligations under Sections 2, 3, 4, 5, 6, and 7 shall survive and remain in full
force and effect.

13. Governing Law. This Agreement shall be governed by and interpreted under the
laws of the State of North Carolina without giving effect to any conflict of law
provisions.

14. Notices. All notices and other communications hereunder or in connection
herewith shall be in writing and shall be deemed to have been given when
delivered by hand or reputable express delivery service, mailed by certified or
registered mail, return receipt requested, or sent by fax to the party as
follows (provided that notice of change of address shall be deemed given only
when received):

      If to the Company, to:  Closure Medical Corporation
                              5265 Capital Boulevard
                              Raleigh, North Carolina 27604
                              Fax: (919) 876-7874
                              Attn:  Chairman of the Board

      If to Employee, to:     William M. Cotter
                              c/o Closure Medical Corporation
                              5265 Capital Boulevard
                              Raleigh, NC  27616

      or to such other names or addresses as the Company or Employee, as the
      case may be, shall designate by notice to the other person in the manner
      specified in this Section.

15. Miscellaneous.

      15.1 This Agreement supersedes all prior agreements and sets forth the
entire understanding among the parties hereto with respect to the subject matter
hereof and cannot be changed, modified, extended or terminated except upon
written amendment approved by the Board and executed on the Company's behalf by
a duly authorized officer.

      15.2 All of the terms of this Agreement shall be binding upon and inure to
the benefit of and be enforceable by the respective heirs, executors,
administrators, legal representatives, successors and assigns of the parties
hereto, (including without limitation, any person, partnership, company or
corporation which may acquire substantially all of the Company's assets or
business or with or into which the Company may be merged, liquidated,
consolidated or otherwise combined), except that the duties and responsibilities
of Employee hereunder are of a personal nature and shall not be assignable or
delegatable in whole or in part by Employee.


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<PAGE>

      15.3 If any provision of this Agreement or application thereof to anyone
or any circumstances is held invalid or unenforceable in any jurisdiction, the
remainder of this Agreement, and the application of such provision to such
person or entity or such circumstance in any other jurisdiction or to other
persons, entities or circumstances in any jurisdiction, shall not be affected
thereby, and to this end the provisions of this Agreement are severable.

      15.4 No remedy conferred upon the Company or Employee by this Agreement is
intended to be exclusive of any other remedy, and each and every such remedy
shall be cumulative and shall be in addition to any other remedy given hereunder
or now or hereafter existing at law or in equity. No delay or omission by the
Company or Employee exercising any right, remedy or power hereunder or existing
at law or in equity shall be construed as a waiver thereof, and any such right,
remedy or power may be exercised by the Company or Employee from time to time
and as often as may be deemed expedient or necessary by the Company or Employee
in its sole discretion.

      15.5 All section headings are for convenience only. This Agreement may be
executed in several counterparts, each of which shall be original. It shall not
be necessary in marking proof of this Agreement or any counterpart hereof to
produce or account for any of the other counterparts.

      15.6 If either party should file a lawsuit against the other to enforce
any right such party has hereunder, the prevailing party shall also be entitled
to recover a reasonable attorney's fee and costs of suit in addition to other
relief awarded such prevailing party.

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have
executed this Agreement as of the date first above written.

                                       CLOSURE MEDICAL CORPORATION


                                       By: /s/ Robert V. Toni
                                           -------------------------------------
                                           Robert V. Toni, President and C.E.O.


                                       /s/ William M. Cotter
                                       -----------------------------------------
                                       William M. Cotter


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<PAGE>

                                   EXHIBIT 1.5

                               Employee's Benefits

MEDICAL/DENTAL INSURANCE. The Company will provide, at no charge, medical and
dental insurance for Employee and his dependents.

LIFE INSURANCE. The Company will provide life insurance based upon Employee's
salary or position. The amount of an employee's coverage is four times annual
salary.

ACCIDENTAL DEATH AND DISMEMBERMENT (AD&D) INSURANCE. The Company will provide
AD&D insurance for Employee. This program pays a benefit if Employee dies or is
seriously injured as a direct result of an accident. The benefits received vary
according to the nature of the injury and the Employee's salary or position.

SALARY CONTINUATIONS. Salary continuation takes effect after Employee has been
absent from work for more than three continuous weeks due to medical reasons.
Employee earns one month of salary continuation at normal pay up to a maximum of
six months or until LTD insurance begins, whichever occurs first. Certification
by a physician is required prior to any salary continuation payment.

LONG-TERM DISABILITY. Employee is eligible for long-term disability (LTD) after
being accepted by insurance company. LTD payments begin after six months of
disability and are based on a certain portion of normal pay up to a certain
maximum dollar amount per month.


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