<PAGE>

                                 JOSEPH P. PAGE

                         Executive Employment Agreement


TERM. January 1, 1999 - December 31, 2001

END-OF-TERM. After 12/31/1999, Company may give notice of non-renewal; term
extends for 24 months. After 12/31/01, term extends on one-day-at-a-time basis
until notice of non-renewal given; then, term extends for 24 months.

BASE SALARY. $700,000 per year in 1999; $800,000 in 2000; $900,000 per year in
2001 and thereafter.

BONUS. Formula based: if Company achieves 85% of perfor- mance target, Executive
earns 50% of Base Salary; if 100%, Executive earns 100% of Base Salary; if 110%,
Executive earns 200% of Base Salary; linear interpolation between target
amounts.

BENEFITS. Standard employee and officer benefits, annual medical exam,
automobile, life insurance, tax advisor, club membership, estate planning, stock
options.

DEATH. Estate gets 60% of Base Salary for longer of bal- ance of term or 24
months; if end-of-term provisions are in effect, for balance of 24 month period.

DISABILITY. After six months, Company can terminate; Executive gets 60% of Base
Salary for longer of balance of term or 24 months; if end-of-term provisions are
in effect, for balance of 24 month period.

CAUSE. Upon gross neglect, conviction of felony, conviction of any crime
relating to Company property, willful misconduct or material breach by Executive
or material prejudice to Company, Company can terminate without further
liability subject to notice and opportunity to cure in some manner.

COMPANY BREACH. Executive receives Base Salary, adjusted incentive compensation
and all benefits for longer of balance of term or 24 months; if end-of-term
provisions are in effect, for balance of 24 month period; Executive obligated to
mitigate subject to non-competition limitations.



<PAGE>



OTHER PROVISIONS. Protection of confidential information, non-compete during
term and for 24 months thereafter, assignment of inventions, legal fees to
Executive if he prevails in action for breach or injunction; legal fees to
Company if it prevails in action for injunction.


THIS SUMMARY PAGE IS FOR CONVENIENCE OF REFERENCE ONLY. IT SHALL NOT CONSTITUTE
A PART OF THE AGREEMENT


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                              Employment Agreement


                  EMPLOYMENT AGREEMENT, dated as of January 1, 1999 between
Panavision Inc., a Delaware corporation (the "Company") and Joseph P. Page (the
"Executive").

                  WHEREAS, the Company wishes to employ the Executive, and the
Executive wishes to accept such employment, on the terms and conditions set
forth in this Agreement.

                  NOW, THEREFORE, the Company and the Executive hereby agree as
follows:

                  1.       Employment, Duties and Acceptance.

                           1.1      Employment, Duties.  The Company hereby
employs the Executive for the Term (as defined in Section 2.1), to render
exclusive and full-time services to the Company as Vice Chairman and Chief
Administrative Officer or in such other executive position as may be mutually
agreed upon by the Company and the Executive, and to perform such other duties
consistent with such position as may be assigned to the Executive by the Board
of Directors or the Executive Committee thereof.

                           1.2      Acceptance.  The Executive hereby
accepts such employment and agrees to render the services described above.
During the Term, the Executive agrees to serve the Company faithfully and to the
best of the Executive's ability, to devote the Executive's entire business time,
energy and skill to such employment, and to use the Executive's best efforts,
skill and ability to promote the Company's interests. The Executive further
agrees to accept election, and to serve during all or any part of the Term, as
an officer or director of the Company and of any subsidiary or affiliate of the
Company, without any compensation therefor other than that specified in this
Agreement, if elected to any such position by the shareholders or by the Board
of Directors of the Company or of any subsidiary or affiliate, as the case may
be. The Executive hereby represents and warrants that the Executive is not
subject to any other agreement, including without limitation any agreement not
to compete or confidentiality agreement, which would be violated by the
Executive's performance of services hereunder.

                           1.3      Location.  The duties to be performed
by the Executive hereunder shall be performed primarily at the office of the
Company in Woodland Hills, California, subject to reasonable travel requirements
on behalf of the Company.



<PAGE>



                  2.       Term of Employment; Certain Post-Term Bene-
fits.

                           2.1      The Term.  The term of the Executive's
employment under this Agreement (the "Term") shall commence on January 1, 1999
and shall end on December 31, 2001 or such later date to which the Term is
extended pursuant to Section 2.2.

                           2.2      End-of-Term Provisions.  At any time on
or after December 31, 1999 the Company shall have the right to give written
notice of non-renewal of the Term. In the event the Company gives such notice of
non-renewal, the Term automatically shall be extended so that it ends
twenty-four months after the last day of the month in which the Company gives
such notice. From and after December 31, 2001, unless and until the Company
gives written notice of non-renewal as provided in this Section 2.2, the Term
automatically shall be extended day-by-day; upon the giving of such notice by
the Company, the Term automatically shall be extended so that it ends
twenty-four months after the last day of the month in which the Company gives
such notice.

                           2.3      Special Curtailment.  The Term shall
end earlier than the original December 31, 2001 termination date provided in
Section 2.1 or any extended termination date provided in Section 2.2, in either
case if sooner terminated pursuant to Section 4. Non-extension of the Term shall
not be deemed to be a wrongful termination of the Term or this Agreement by the
Company pursuant to Section 4.4.

                  3.       Compensation; Benefits.

                           3.1      Salary.  As compensation for all ser-
vices to be rendered pursuant to this Agreement, the Company agrees to pay the
Executive during the Term a base salary, payable semi-monthly in arrears, at the
annual rate of not less than $700,000 in 1999, $800,000 in 2000 and $900,000 in
2001 and thereafter, less such deductions or amounts to be withheld as required
by applicable law and regulations (the "Base Salary"). In the event that the
Company in its sole discretion from time to time determines to further increase
the Base Salary, such increased amount shall, from and after the effective date
of the increase, constitute "Base Salary" for purposes of this Agreement.

                           3.2      Incentive Compensation.  In addition to
the amounts to be paid to the Executive pursuant to Section 3.1, the Executive
will be eligible, subject to adoption by the Compensation and Stock Option
Committee (the "Compensa-

                                        2

<PAGE>



tion Committee") of the Company's Board of Directors and approval by the
Company's stockholders, to participate in the Company's Executive Incentive
Compensation Plan (the "Incentive Plan"). The Incentive Plan shall establish a
financial performance target (the "Target") for the Company for each fiscal
year. The Executive's participation in the Incentive Plan shall permit the
Executive to earn an award of (i) 50% of Base Salary if the Company achieves 85%
of the Target, (ii) 100% of Base Salary if the Company achieves 100% of the
Target and (iii) 200% of Base Salary if the Company achieves 110% of the Target.
The Executive shall earn an award which is prorated, as applicable, on a linear
basis should the Company's performance be between 85% and 100% of the Target or
between 100% and 110% of the Target.

                           3.3      Business Expenses.  The Company shall
pay or reimburse the Executive for all reasonable expenses actually incurred or
paid by the Executive during the Term in the performance of the Executive's
services under this Agreement, upon presentation of expense statements or
vouchers or such other supporting information as the Company customarily may
require of its officers provided, however, that the maximum amount available for
such expenses during any period may be fixed in advance by the Board of
Directors or the Executive Committee thereof.

                           3.4      Vacation.  The Executive shall be
entitled to a vacation period in accordance with the vacation policy of the
Company during each year of the Term.

                           3.5      Fringe Benefits.  During the Term, the
Executive shall be entitled to all benefits for which the Executive shall be
eligible under any qualified pension plan, 401(k) plan, group insurance or other
so-called "fringe" benefit plan which the Company provides to its employees and
officers generally.

                           3.6      Additional Benefits.  During the Term,
the Executive shall be entitled to such other benefits as are specified in
Appendix I to this Agreement.

                  4.       Termination.

                           4.1      Death.  If the Executive shall die
during the Term, the Term shall terminate and no further amounts or benefits
shall be payable hereunder, except that the Executive's legal representatives
shall be entitled to receive continued payments in an amount equal to 60% of the
Base Salary, in the manner specified in Section 3.1, until the end of the Term
(as in effect immediately prior to the

                                        3

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Executive's death) or, if the Company has not then given written notice of
non-renewal pursuant to Section 2.2, for a period of twenty-four months after
the last day of the month in which termination described in this Section 4.1
occurred, whichever is longer.

                           4.2      Disability.  If during the Term the
Executive shall become physically or mentally disabled, whether totally or
partially, such that the Executive is unable to perform the Executive's services
hereunder for (i) a period of six consecutive months or (ii) for shorter periods
aggregating six months during any twelve month period, the Company may at any
time after the last day of the six consecutive months of disability or the day
on which the shorter periods of disability shall have equalled an aggregate of
six months, by written notice to the Executive (but before the Executive has
recovered from such disability), terminate the Term and no further amounts or
benefits shall be payable hereunder, except that the Executive shall be entitled
to receive continued payments in an amount equal to 60% of the Base Salary, in
the manner specified in Section 3.1, until the end of the Term (as in effect
immediately prior to such termination) or, if the Company has not then given
notice of non-renewal pursuant to Section 2.2, for a period of twenty-four
months after the last day of the month in which termination described in this
Section 4.2 occurred, whichever is longer. If the Executive shall die before
receiving all payments to be made by the Company in accordance with the
foregoing, such payments shall be made to a beneficiary designated by the
Executive on a form prescribed for such purpose by the Company, or in the
absence of such designation to the Executive's legal representative.

                           4.3      Cause.  In the event (i) of gross ne-
glect by the Executive of the Executive's duties hereunder, (ii) conviction of
the Executive of any felony, (iii) conviction of the Executive of any lesser
crime or offense involving the property of the Company or any of its
subsidiaries or affiliates, (iv) willful misconduct by the Executive in
connection with the performance of any material portion of the Executive's
duties hereunder, (v) breach by the Executive of any material provision of this
Agreement, (vi) breach by the Executive of the Company's official written Code
of Conduct as in effect from time to time or (vii) any other conduct on the part
of the Executive which would make the Executive's continued employment by the
Company materially prejudicial to the best interests of the Company, the Company
may at any time by written notice to the Executive terminate the Term, provided,
however, that in the case of any matter covered by clauses (i), (iv), (v) or
(vii), the Company shall first have given the Executive

                                        4

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written notice of the conduct (or lack thereof) at issue and 30 days within
which to cure. Upon such termination, this Agreement shall terminate and the
Executive shall be entitled to receive no further amounts or benefits hereunder,
except any as shall have been earned to the date of such termination. For the
purposes of this Section 4.3, "amounts earned to the date of such termination"
shall include incentive compensation in the manner and amount specified in
Section 3.2 prorated for that portion of the year prior to the date of the
Executive's termination.

                           4.4      Company Breach.  In the event of the
breach of any material provision of this Agreement by the Company, the Executive
shall be entitled to terminate the Term upon 60 days' prior written notice to
the Company. Upon such termination, or in the event the Company terminates the
Term or this Agreement other than pursuant to the provisions of Sections 4.2 or
4.3, the Company shall continue to provide the Executive (i) payments of (A)
Base Salary, in the manner and amount specified in Section 3.1, (B) incentive
compensation in the manner and amount specified in Section 3.2 prorated for that
portion of the year prior to the date of the Executive's termination and (C)
thereafter, incentive compensation at a rate equal to 50% of Base Salary and
(ii) fringe benefits and additional benefits in the manner and amounts specified
in Sections 3.5 and 3.6 until the end of the Term (as in effect immediately
prior to such termination) or, if the Company has not then given written notice
of non-renewal pursuant to Section 2.2, for a period of twenty-four months after
the last day of the month in which termination described in this Section 4.4
occurred, whichever is longer (the "Damage Period"). The Company's obligations
pursuant to this Section 4.4 are subject to the Executive's duty to mitigate
damages by seeking other employment provided, however, that the Executive shall
not be required to accept a position of lesser importance or of substantially
different character than the position held with the Company immediately prior to
the effective date of termination or in a location outside of the Woodland
Hills, California metropolitan area. The Company acknowledges that the
non-competition obligation imposed on the Executive pursuant to Section 5.2 may
reduce substantially the ability of the Executive to mitigate damages pursuant
to this Section 4.4 and, accordingly, agrees that the Executive's failure to
mitigate damages as a consequence of the restrictions imposed on him by Section
5.2 will be deemed an excuse for such failure on the Executive's part. To the
extent that the Executive shall earn compensation during the Damage Period
(without regard to when such compensation is paid), the Base Salary and
incentive compensation payments to be made by the Company pursuant to this 
Section 4.4 shall be correspondingly 


                                       5
<PAGE>

reduced. All payments and benefits (including service credit for benefit plan
purposes and stock option vesting purposes) to be received by the Executive
under this Section 4.4 will be treated for the Executive's benefit in the same
manner as that customarily accorded full-time employees of the Company.

                           4.5      Litigation Expenses.  Except as provid-
ed for in Section 5.7, if the Company and the Executive become involved in any
action, suit or proceeding relating to the alleged breach of this Agreement by
the Company or the Executive, and if a judgment in such action, suit or
proceeding is rendered in favor of the Executive, the Company shall reimburse
the Executive for all expenses (including reasonable attorneys' fees) incurred
by the Executive in connection with such action, suit or proceeding.

                  5.       Protection of Confidential Information;
                                Non-Competition.

                           5.1      In view of the fact that the
Executive's work for the Company will bring the Executive into close contact
with many confidential affairs of the Company, its subsidiaries and affiliates
not readily available to the public, and plans for future developments, the
Executive agrees:

                           5.1.1    To keep and retain in the strictest
confidence all confidential matters of the Company, its subsidiaries and
affiliates, including, without limitation, "know how", trade secrets, customer
lists, pricing policies, operational methods, technical processes, formulae,
inventions and research projects, other business affairs of the Company, its
subsidiaries and affiliates, and any information whatsoever concerning any
director, officer, employee or agent of the Company, its subsidiaries and
affiliates or their respective family members learned by the Executive
heretofore or hereafter, and not to disclose them to anyone outside of the
Company, either during or after the Executive's employment with the Company,
except in the course of performing the Executive's duties hereunder or with the
Company's express written consent. The foregoing prohibitions shall include,
without limitation, directly or indirectly publishing (or causing, participating
in, assisting or providing any statement, opinion or information in connection
with the publication of) any diary, memoir, letter, story, photograph,
interview, article, essay, account or description (whether fictionalized or not)
concerning any of the foregoing, publication being deemed to include any
presentation or reproduction of any written, verbal or visual material in any
communication

                                        6

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medium, including any book, magazine, newspaper, theatrical production or movie,
or television or radio programming or commercial; and

                           5.1.2    To deliver promptly to the Company on
termination of the Executive's employment by the Company, or at any time the
Company may so request, all memoranda, notes, records, reports, manuals,
drawings, blueprints and other documents (and all copies thereof), including
data stored in computer memories or on other media used for electronic storage
or retrieval, relating to the Company's business, or the business of its
subsidiaries or affiliates, and all property associated therewith, which the
Executive may then possess or have under the Executive's control.

                           5.2      During the Term and for a period of
twenty-four months thereafter, the Executive shall not, directly or indirectly,
enter the employ of, or render any services to, any person, firm or corporation
engaged in any business competitive with the business of the Company or of any
of its subsidiaries or affiliates; the Executive shall not engage in such
business on the Executive's own account; and the Executive shall not become
interested in any such business, directly or indirectly, as an individual,
partner, shareholder, director, officer, principal, agent, employee, trustee,
consultant, or in any other relationship or capacity provided, however, that
nothing contained in this Section 5.2 shall be deemed to prohibit the Executive
from acquiring, solely as an investment, up to five percent (5%) of the
outstanding shares of capital stock of any public corporation. In addition,
during the Term and for a period of twenty-four months thereafter, the Executive
shall not solicit or encourage any person who, within six (6) months prior to
the expiration or earlier termination of the Term, was an employee of the
Company or any of its subsidiaries or affiliates to (i) terminate his or her
employment with the Company or any such subsidiary or affiliate or (ii) engage
in any activity prohibited to the Executive by the first sentence of this
Section 5.2.

                           5.3      If the Executive commits a breach, or
threatens to commit a breach, of any of the provisions of Sections 5.1 or 5.2
hereof, the Company shall have the following rights and remedies:

                           5.3.1    The right and remedy to have the
provisions of this Agreement specifically enforced by any court having equity
jurisdiction, it being acknowledged and agreed that any such breach or
threatened breach will cause irreparable injury to the Company and that money
damages will not provide an adequate remedy to the Company; and


                                       7
<PAGE>

                           5.3.2    The right and remedy to require the
Executive to account for and pay over to the Company all compensation, profits,
monies, accruals, increments or other benefits (collectively "Benefits") derived
or received by the Executive as the result of any transactions constituting a
breach of any of the provisions of Sections 5.1 or 5.2, and the Executive hereby
agrees to account for and pay over such Benefits to the Company.

Each of the rights and remedies enumerated above shall be independent of the
other, and shall be severally enforceable, and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.

                           5.4      If any of the covenants contained in
Sections 5.1 or 5.2, or any part thereof, hereafter are construed to be invalid
or unenforceable, the same shall not affect the remainder of the covenant or
covenants, which shall be given full effect, without regard to the invalid
portions.

                           5.5      If any of the covenants contained in
Sections 5.1 or 5.2, or any part thereof, are held to be unenforceable because
of the duration of such provision or the area covered thereby, the parties agree
that the court making such determination shall have the power to reduce the
duration and/or area of such provision and, in its reduced form, said provision
shall then be enforceable.

                           5.6      The parties hereto intend to and hereby
confer jurisdiction to enforce the covenants contained in Sections 5.1 and 5.2
upon the courts of any state within the geographical scope of such covenants. In
the event that the courts of any one or more of such states shall hold such
covenants wholly unenforceable by reason of the breadth of such covenants or
otherwise, it is the intention of the parties hereto that such determination not
bar or in any way affect the Company's right to the relief provided above in the
courts of any other states within the geographical scope of such covenants as to
breaches of such covenants in such other respective jurisdictions, the above
covenants as they relate to each state being for this purpose severable into
diverse and independent covenants.

                           5.7      In the event that any action, suit or
other proceeding in law or in equity is brought to enforce the covenants
contained in Sections 5.1 and 5.2 or to obtain money damages for the breach
thereof, and such action results in the award of a judgment for money damages
or in the granting of any injunction in favor of the Company, all expenses
(including reasonable attorneys' fees) of 


                                       8
<PAGE>

the Company in such action, suit or other proceeding shall (on demand of the
Company) be paid by the Executive. In the event the Company fails to obtain a
judgment for money damages or an injunction in favor of the Company, all
expenses (including reasonable attorneys' fees) of the Executive in such action,
suit or other proceeding shall (on demand of the Executive) be paid by the
Company.

                  6.       Inventions and Patents.

                           6.1      The Executive agrees that all process-
es, technologies and inventions (collectively, "Inventions"), including new
contributions, improvements, ideas and discoveries, whether patentable or not,
conceived, developed, invented or made by him during the Term shall belong to
the Company, provided that such Inventions grew out of the Executive's work with
the Company or any of its subsidiaries or affiliates, are related in any manner
to the business (commercial or experimental) of the Company or any of its
subsidiaries or affiliates or are conceived or made on the Company's time or
with the use of the Company's facilities or materials. The Executive shall
further: (a) promptly disclose such Inventions to the Company; (b) assign to the
Company, without additional compensation, all patent and other rights to such
Inventions for the United States and foreign countries; (c) sign all papers
necessary to carry out the foregoing; and (d) give testimony in support of the
Executive's inventorship.

                           6.2      If any Invention is described in a
patent application or is disclosed to third parties, directly or indirectly, by
the Executive within two years after the termination of the Executive's
employment by the Company, it is to be presumed that the Invention was conceived
or made during the Term.

                           6.3      The Executive agrees that the Executive
will not assert any rights to any Invention as having been made or acquired by
the Executive prior to the date of this Agreement, except for Inventions, if
any, disclosed to the Company in writing prior to the date hereof.

                  7.       Intellectual Property.

                  The Company shall be the sole owner of all the products and
proceeds of the Executive's services hereunder, including, but not limited to,
all materials, ideas, concepts, formats, suggestions, developments,
arrangements, packages, programs and other intellectual properties that the
Executive may acquire, obtain, develop or create in connection with and during
the Term, free and clear of any claims by the Executive (or anyone claiming
under the Exec-


                                       9
<PAGE>

utive) of any kind or character whatsoever (other than the Executive's right to
receive payments 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 or interest in or to any
such properties.

                  8.       Indemnification.

                  The Company will indemnify the Executive, to the maximum
extent permitted by applicable law, against all costs, charges and expenses
incurred or sustained by the Executive in connection with any action, suit or
proceeding to which the Executive may be made a party by reason of the Executive
being an officer, director or employee of the Company or of any subsidiary or
affiliate of the Company.

                  9.       Notices.

                  All notices, requests, consents and other communications
required or permitted to be given hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally, sent by overnight
courier or mailed first class, postage prepaid, by registered or certified mail
(notices mailed shall be deemed to have been given on the date mailed), as
follows (or to such other address as either party shall designate by notice in
writing to the other in accordance herewith):

                  If to the Company, to:

                           Panavision Inc.
                           6219 De Soto Avenue
                           Woodland Hills, California  91367
                           Attention: John S. Farrand
                                      President and Chief
                                      Executive Officer

                  If to the Executive, to:

                           Joseph P. Page
                           2774 Forester Drive
                           Los Angeles, California 90064



                  10.      General.

                           10.1     This Agreement shall be governed by and
construed and enforced in accordance with the laws of the 


                                       10


<PAGE>


State of New York applicable to agreements made and to be performed entirely in
New York.

                           10.2     The section headings contained herein
are for reference purposes only and shall not in any way
affect the meaning or interpretation of this Agreement.

                           10.3     This Agreement sets forth the entire
agreement and understanding of the parties relating to the subject matter
hereof, and supersedes all prior agreements, arrangements and understandings,
written or oral, relating to the subject matter hereof. No representation,
promise or inducement has been made by either party that is not embodied in this
Agreement, and neither party shall be bound by or liable for any alleged
representation, promise or inducement not so set forth.

                           10.4     This Agreement, and the Executive's
rights and obligations hereunder, may not be assigned by the Executive. The
Company may assign its rights, together with its obligations, hereunder (i) to
any affiliate or (ii) to third parties in connection with any sale, transfer or
other disposition of all or substantially all of its business or assets; in any
event the obligations of the Company hereunder shall be binding on its
successors or assigns, whether by merger, consolidation or acquisition of all or
substantially all of its business or assets.

                           10.5     This Agreement may be amended, modi-
fied, superseded, canceled, renewed or extended and the terms or covenants
hereof may be waived, only by a written instrument executed by both of the
parties hereto, or in the case of a waiver, by the party waiving compliance. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or more
instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement.

                  11.      Subsidiaries and Affiliates.

                           11.1     As used herein, the term "subsidiary" 
shall mean any corporation or other business entity controlled directly or
indirectly by the corporation or other business entity in question, and the term
"affiliate" shall mean and include any corporation or other business entity
directly or indirectly controlling, controlled by or under common control with
the corporation or other business entity in


                                       11

<PAGE>

question.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.

                                            PANAVISION INC.


                                            By: /s/ John S. Farrand
                                               --------------------------------
                                               John S. Farrand
                                               President and Chief Executive
                                               Officer


                                            /s/ Joseph P. Page
                                            -----------------------------------
                                            Joseph P. Page


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<PAGE>



                                   APPENDIX I



Additional Benefits:

                  1. Medical Examination.  The Executive shall be
reimbursed by the Company for the reasonable cost of one
annual medical examination upon presentation of an expense
statement.

                  2. Automobile. The Company shall afford the Executive the
right to use an automobile on a continuing basis and shall provide garaging near
the Executive's residence, all on the following basis. The Company shall pay,
upon presentation of an expense statement, all reasonable expenses associated
with the operation of such automobile and the rental of such garage space in the
same manner as is, from time to time, in effect with respect to executive
officers of the Company generally, including, without limitation, all reasonable
maintenance and insurance expenses. The automobile furnished by the Company
shall be a late model top-of-the-line BMW Series 700 or like vehicle to be
reasonably selected by the Executive. At the request of the Executive, the
Company shall replace the Executive's automobile with a new model at such time
as the automobile is three or more years old. Upon the expiration of the Term,
the Executive promptly shall return the automobile to the Company.

                  3. Insurance. In addition to any group insurance, the Company
agrees to provide the Executive with additional term life insurance coverage
with a face amount of twice the then current Base Salary, subject to the
insurer's satisfaction with the results of any required medical examination to
which the Executive hereby agrees to submit, on the following basis. The
Executive may select a plan of his choice and may designate the beneficiary of
such plan. The Company shall pay, upon presentation of an expense statement, the
periodic premiums relating to such additional term life insurance payable during
the Term.

                  4. Tax Advisor. The Executive shall be reimbursed by the
Company, upon presentation of an expense statement, for the reasonable fees and
disbursements of a personal tax advisor to be selected by the Executive.

                  5. Club Membership. The Company shall reimburse the Executive,
upon presentation of an expense statement, for all reasonable initiation fees
and periodic dues for membership in a club of the Executive's choice.


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<PAGE>


                  6. Estate Planning. The Executive shall be reimbursed by the
Company, upon presentation of an expense statement, for the reasonable fees and
disbursements of an estate planning advisor to be selected by the Executive.

                  7. Stock Options. The Executive shall be eligible, subject to
adoption by the Compensation Committee of the Company's Board of Directors and
approval by the Company's stockholders, to receive an award under the Company's
1999 Stock Option Plan of non-qualified options to acquire 200,000 shares of the
Company's common stock at an exercise price of $15.00 per share and otherwise on
such terms and conditions as are prescribed by the Compensation Committee in
accordance with the 1999 Stock Option Plan.




                                       14