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                         EXECUTIVE EMPLOYMENT AGREEMENT


         This  Agreement is entered into as of February 3, 1997 (the  "Effective
Date"),  by  and  between  Arterial  Vascular  Engineering,   Inc.,  a  Delaware
corporation (the "Company"), and Scott J. Solano (the "Executive").

         WHEREAS,  the Company desires to employ the Executive and the Executive
desires employment with the Company on the terms and conditions set forth below;

         NOW,  THEREFORE,  in  consideration  of the  foregoing  recital and the
respective  covenants and Agreements of the parties  contained in this document,
the Company and the Executive agree as follows:

         1.       Employment.

                  (a) The Company  hereby  employs the  Executive on a full time
exclusive basis to render services to the Company as Chief Operating Officer and
in connection  therewith to perform such duties as the Company shall  reasonably
require of the Executive.

                  (b) The  Executive  accepts  this  employment  and  agrees  to
perform services for the Company and its  subsidiaries and affiliates,  loyally,
conscientiously  and to the best of the Executive's talents and abilities during
the term of this Agreement.

                  (c) The Executive  shall perform such services for the Company
as are  customarily  rendered  by a Chief  Operating  Officer  in the  field  of
percutaneous  transluminal  coronary  angioplasty,  coronary stents,  peripheral
stents and such other areas as the Company may from time to time during the term
of this agreement become significantly involved (collectively referred to as the
"Field"),  and such other related  services as the Company may from time to time
reasonably request.

                  (d) The Executive may be designated an officer of the Company,
but the  Executive  shall not be entitled  to any  additional  compensation  for
holding any office.  However,  the Company  agrees to  indemnify  the  Executive
acting in an officer capacity to the fullest extent allowable under law.

                  (e) The  Executive  shall  report only to the  President,  the
Chairman of the Board, and the Board of Directors of the Company.

         2.       Term.

                  The term of this  Agreement  (hereinafter  the  "Term")  shall
commence on February 3, 1997 and shall continue through February 2, 2001 and may
be extended further by agreement of all parties.

         3.       Salary and Expenses.

                  The Company  agrees to pay the Executive  salary in accordance
with the Company's standard payroll practices  applicable to executives,  at the
rate of  $200,000  per 

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year ("Base  Compensation").  Annually,  the Board of Directors  will review the
salary of the Executive and may increase the Executive's Base Compensation if it
believes an adjustment is appropriate in light of the  Executive's  duties,  and
individual  and corporate  performance.  The  Executive  shall be entitled to be
reimbursed by the Company for all normal and reasonable expenses incurred by the
Executive on behalf of the Company in connection with the Executive's  services,
provided they are in accordance  with approved  Company  policy,  and subject to
submission  of  documentation  therefor  as  required  from  time to time by the
Company.

         4.       Life Insurance.

                  (a)  The  Company  shall  have  the  right  to  purchase  life
insurance  on  the  Executive's   life,  for  which  the  Company  will  be  the
beneficiary.  The  Executive  represents  that to the  best  of the  Executive's
knowledge  the  Executive is currently in good health,  and  insurable at normal
rates.

                  (b) Based upon the foregoing  representation  being  accurate,
the Company shall provide the Executive  with term life  insurance in the amount
of $500,000,  provided that the cost of such  insurance  shall not exceed normal
rates.

         5.       Benefits.

                  The  Executive  shall be  entitled to four weeks of vacation a
year, and subject to the terms and conditions of the Company's plans (including,
where applicable,  insurability at normal rates),  the Company shall furnish the
Executive  with  medical  insurance  and  benefits in  accordance  with  Company
policies from time to time in effect for Executives at the Executive's  level of
employment.  In this  connection and for the purposes  described in paragraph 4,
the  Executive  agrees to furnish such  applications  and submit to such medical
examination as may be required.

         6.       Representation.

                  The Executive  represents and warrants to the Company that the
Executive  is free to enter  into  this  Agreement,  and is not  subject  to any
restrictions or Agreements relating to prior employment.

         7.       Exclusivity.

                  (a) The  Executive  shall be free to consult to,  serve on the
board of directors of, purchase  shares of and otherwise  assist other companies
during  the  term  of this  Agreement,  provided  that  such  activities  do not
interfere  with  the  Executive's  duties  hereunder  and  do  not  violate  the
restriction in paragraphs 7(b) and (c).

                  (b) Except with the Company's  prior written  consent,  during
the Term hereof,  the Executive  shall not (except  pursuant to this  Agreement)
directly or indirectly  enter the employ of or render any services in the United
States,  Europe  or  Asia to any  person,  firm or  corporation  engaged  in the
business of providing  products or services in the Field.  Further,  during said
period 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,  Executive,  trustee,  consultant,  or in any other
relationship or capacity, except as permitted by paragraph 8.


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                 (c) Except with the Company's  prior written consent or in the
performance of the Executive's duties hereunder, the Executive shall not consult
with or give any  advice to any  third  party in any way  relating  to the Field
while the Executive is employed by the Company.

                  (d) For  purposes  of this  paragraph  7, the  Company  hereby
consents to the following outside activities: None.

         8.       Rights of Company.

                  The provisions of paragraphs 1, 7 and 12 are of the essence of
this  Agreement and the material  breach of any of them shall be grounds for the
immediate   termination  of  the  Executive's   services.   Notwithstanding  the
foregoing,  with respect to nonwillful  breaches,  the Executive  shall be given
notice  thereof  and one  week to cure the  breach.  Nothing  contained  in such
paragraphs  shall be deemed to prohibit the Executive from acquiring,  solely as
an investment, shares of capital stock of any publicly traded corporation in the
Field,  provided  that such  investment  does not exceed 5% of the stock of such
public  corporation,  and provided that such  investment  may exceed 5% with the
approval of the Board of Directors.

         9.       Termination.

                  (a) If the  Executive  shall  become  physically  or  mentally
disabled  so that  the  Executive  is  unable  to  fully  perform  the  services
hereunder,  the Company shall continue to pay the Executive  compensation  (less
the amount of any  disability  insurance  the  Executive  receives  from Company
sources)  only  during  the  first  twelve  weeks  of such  incapacity.  If such
incapacity continues for a period of 12 consecutive weeks or for shorter periods
aggregating 110 days during any 12-month period of the Term hereof,  the Company
may at  any  time  within  10  business  days  after  the  end of the  aforesaid
disability  period terminate the Term of this Agreement by written notice to the
Executive. If the Company terminates the Term of this Agreement by reason of the
Executive's  disability,  the  restriction  contained in paragraph  7(b) of this
Agreement shall also terminate.

                  (b) If the Executive shall die during the Term, this Agreement
shall  automatically  terminate and no further  compensation shall accrue to the
Executive  following the date of the Executive's  death.  Compensation which has
accrued prior to death shall be paid.

                  (c) The Company shall have the right to terminate the Term and
to discharge the Executive for Cause (as defined below) upon written notice.  If
the Company  discharges the Executive for Cause, the  restrictions  contained in
paragraph 7 shall remain in effect.

         10.      Severance Benefits.

                  (a) In the event the Executive's employment is terminated as a
result of an  Involuntarily  Termination  during the Term for any reason  (other
than for Cause),  either prior to the occurrence of a Change of Control or after
the two-year period  following a Change of Control,  then the Executive shall be
entitled to receive  severance pay which equals one half of the Executive's then
current Base Compensation. Any such severance payment to


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which  the  Executive  is  entitled  to  receive  pursuant  to such  Involuntary
Termination shall be paid in one lump sum, payable on the Termination Date.

                  (b) If there is a Change of  Control  during  the term of this
Agreement,  and the Executive's employment terminates as a result of Involuntary
Termination  other than for Cause at any time within two years after such Change
of Control,  then the Executive shall be entitled to receive severance pay which
equals the Executive's then current Base Compensation. In addition to the amount
of  severance  pay that the  Executive is entitled to receive in the event of an
Involuntary  Termination of the Executive's employment other than for Cause, the
Executive  shall be entitled to receive (a)  vacation pay equal to the amount of
compensation for accrued but unused vacation time,  payable in a lump sum at the
time of or prior to the Termination Date and (b) for the twelve months following
the  Termination  Date,  all benefits  which existed prior to termination as are
provided  by the  Company.  Any  severance  payments to which the  Executive  is
entitled to receive pursuant to an Involuntary  Termination shall be paid in two
equal sums,  payable on the Termination Date and on the six month anniversary of
the Termination Date.

                  (c) If  the  Executive  is  terminated  for  Cause,  then  the
Executive  shall not be entitled to receive  severance or other benefits  except
for those statutorily required.

                  (d) If the Company terminates the Executive's  employment as a
result  of  the  Executive's  Disability,  or  such  Executive's  employment  is
terminated  due to the death of the Executive,  then the Executive  shall not be
entitled to receive severance or other benefits except for those (if any) as may
then be  established  under the Company's  then existing  severance and benefits
plans and policies at the time of such Disability or death.

                  (e)  If  the  Executive's  employment  is  terminated  by  the
Executive's  voluntary  resignation  prior  to a  Change  of  Control,  then the
Executive shall not be entitled to receive severance pay.

                  (f)  If  the  Executive's  employment  is  terminated  by  the
Executive's  voluntary  resignation  subsequent to a Change of Control, then the
Executive  shall be entitled to receive  severance pay which equals  one-half of
the Executive's then current Base Compensation.  Any severance payments to which
the  Executive  is  entitled  to receive  pursuant  to a  voluntary  resignation
subsequent  to a Change of Control  shall be paid in six equal sums,  payable on
the  Termination  Date  and on each of the  five  monthly  anniversaries  of the
Termination Date thereafter.

                  (g) If there is a Change of  Control  during  the term of this
Agreement,  and  the  Executive's  employment  terminates  as  a  result  of  an
Involuntary  Termination other than for Cause at any time within two years after
such Change of Control,  100% of the unvested  portion of any stock options held
by the Executive under the Company's stock option plans shall  automatically  be
accelerated and the Executive or the Executive's representative, as the case may
be, shall have the right to exercise all or any portion of such stock option, in
addition  to any  portion  of the  option  exercisable  prior to the  Change  of
Control;  provided,  however,  that if the  Company's  Board of  Directors  (the
"Board"),  upon  receipt  of a  written  opinion  of the  Company's  independent
auditors,  (i) determines  that the  enforcement  of this paragraph  10(g) would
preclude accounting for any proposed business combination  involving a Change in
Control as a

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<PAGE>

"pooling of interests" and (ii) otherwise  desires to approve a proposed  Change
in Control business  combination which requires as a condition to the closing of
such transaction that it be accounted for as a "pooling of interests," then this
paragraph  10(g)  shall  become  null and void  and of no force or  effect,  and
Executive shall instead, upon the occurrence of an Involuntary Termination other
than for Cause at any time  within  two  years  after a Change  of  Control,  be
entitled to the severance benefits set forth in paragraph 10(h). For purposes of
this  paragraph  10(g),  the Board's  determination  shall require the unanimous
approval of the non-employee members of the Board.

                  (h) In the event that  paragraph  10(g)  becomes null and void
pursuant to its terms,  then Executive shall receive from the Company,  upon the
occurrence of an Involuntary Termination other than for Cause at any time within
two years  after a Change of  Control  and in  addition  to any other  severance
benefits  payable under this Agreement,  a cash amount equal to 50% of his total
taxable  compensation  (including,  without limitation,  salary, bonus and other
compensation) received from or payable by the Company during the 12-month period
ending on the date of the Involuntary Termination other than for Cause.

                  (i) Upon the  occurrence of an Involuntary  Termination  other
than for Cause, and prior to the receipt of any benefits under this Agreement in
connection  with the  occurrence of an  Involuntary  Termination  other than for
Cause, Executive shall, as of the date of an Involuntary  Termination other than
for Cause,  execute an Executive agreement and release in substantially the form
attached  hereto as Exhibit A  ("Agreement  and  Release").  Such  Agreement and
Release shall  specifically  relate to all of  Executive's  rights and claims in
existence  at  the  time  of  such  execution  and  shall  confirm   Executive's
obligations  under  the  Company's  standard  form  of  proprietary  information
agreement.  It is understood that Executive has twenty-one (21) days to consider
whether to execute  such  Agreement  and Release and  Executive  may revoke such
Agreement  and Release  within seven (7) business  days after  execution of such
Agreement and Release.  In the event  Executive  does not execute such Agreement
and Release within the twenty-one (21) day period,  or if Executive revokes such
Agreement  and Release  within the seven (7)  business-day  period,  no benefits
shall be payable or otherwise become effective under this Agreement.

                  (j) To the extent that  Executive's  stock  option  agreements
evidencing  outstanding  stock  options do not provide for the  following,  such
agreements shall hereby be deemed to be amended (unless  paragraph 10(g) becomes
null and void) to provide for full vesting of stock options upon the  occurrence
of an Involuntary  Termination other than for Cause at any time within two years
after a  Change  of  Control;  provided,  however,  that to the  extent  that an
amendment  would  result  in a  charge  to  earnings  for the  Company,  no such
amendment  shall be  deemed  made  until  the  earlier  of (i) such  time as the
aforementioned  adverse  effects  shall not result from such  amendment and (ii)
immediately prior to the occurrence of an Involuntary Termination other than for
Cause at any time within two years after a Change of Control.

                  (k) In the event that any payments or other benefits  received
or to be received by Executive pursuant to this Agreement ("Payments") would (1)
constitute  a  "parachute  payment"  within the  meaning of Section  280G of the
Internal  Revenue Code of 1986,  as amended (the  "Code"),  and (2) but for this
paragraph  10(k),  be subject to the excise tax  imposed by Section  4999 of the
Code (the "Excise Tax"),  then, in accordance  with this paragraph  10(k),  such
Payments  shall be reduced to the maximum amount that would result in no portion
of the payments  being  subject to the Excise Tax, but only if and to the extent
that such a reduction  would result in Executive's  receipt of Payments that are
greater  than the net amount  that  Executive  would  receive  hereunder  (after
application  of the Excise Tax) if no reduction is made.  The amount of required
reduction, if any, shall be the smallest amount so that Executive's net proceeds
with respect to the

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Payments  (after  taking  into  account  payment  of any  Excise  Tax)  shall be
maximized, as determined by Executive. Executive's determination of any required
reduction  pursuant to this paragraph 10(k) shall be conclusive and binding upon
the Company. The Company shall reduce Payments in accordance with this paragraph
10(k) only upon  written  notice from  Executive  indicating  the amount of such
reduction, if any. If the Internal Revenue Service (the "IRS") determines that a
Payment is subject to the Excise Tax, then paragraph 10(l) shall apply.

                  (l) If,  notwithstanding  any reduction described in paragraph
10(k)  (or in the  absence  of any  such  reduction),  the IRS  determines  that
Executive  is liable for the Excise Tax as a result of the receipt of  Payments,
then Executive shall be obligated to pay back to the Company, within thirty (30)
days  after  final IRS  determination,  an amount of the  Payments  equal to the
"Repayment  Amount." The Repayment Amount shall be the smallest such amount,  if
any,  as shall be required  to be paid to the  Company so that  Executive's  net
proceeds with respect to the Payments  (after taking into account the payment of
the Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the
foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than
zero would not eliminate  the Excise Tax imposed on the Payments.  If the Excise
Tax is not eliminated pursuant to this paragraph 10(l),  Executive shall pay the
Excise Tax.

                  (m) Notwithstanding the other provisions of this Agreement, to
the extent that any amounts  payable  pursuant  to this  Agreement  would not be
deductible  by the  Company for  federal  income tax  purposes on account of the
limitations of Section 162(m) of the Code, the Company may defer payment of such
amounts  to the  earliest  one or more  subsequent  calendar  years in which the
payment of such amounts would be deductible by the Company.

         11.  Definition  of Terms.  The  following  terms  referred  to in this
Agreement shall have the following meanings:

                  (a) "Change of Control"  shall mean the  occurrence  of any of
the following events:

                           (i) Any  "person"  (as such term is used in  Sections
13(d)  and 14(d) of the  Securities  Exchange  Act of 1934,  as  amended)  is or
becomes  the  "beneficial  owner" (as  defined  in Rule  13d-3  under said Act),
directly or indirectly, of securities of the Company representing 50% or more of
the total voting power  represented  by the Company's  then  outstanding  voting
securities; or

                           (ii) The  shareholders  of the Company  approve a (A)
merger or consolidation of the Company with any other corporation,  other than a
merger or  consolidation  which  would  result in the voting  securities  of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining  outstanding  or by being  converted  into  voting  securities  of the
surviving  entity)  at least  fifty  percent  (50%) of the  total  voting  power
represented  by the voting  securities of the Company or such  surviving  entity
outstanding  immediately  after such merger or  consolidation,  or (B) a plan of
complete  liquidation of the Company or an Agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.

                  (b)  "Involuntary  Termination"  shall  mean (i)  without  the
Executive's  express  written  consent,  the  assignment to the Executive of any
duties or the significant  reduction of the Executive's duties,  either of which
is without  good  business  reasons  and

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<PAGE>

is   inconsistent   with  the   Executive's   position   with  the  Company  and
responsibilities in effect immediately prior to such assignment,  or the removal
of the  Executive  from such  position  and  responsibilities;  (ii) without the
Executive's  express  written  consent,  a substantial  reduction,  without good
business reasons, of the facilities and perquisites  (including office space and
location) available to the Executive immediately prior to such reduction;  (iii)
a  reduction  by the Company in the Base  Compensation  of the  Executive  as in
effect  immediately  prior to such reduction;  (iv) a material  reduction by the
Company in the kind or level of  Executive  benefits to which the  Executive  is
entitled   immediately  prior  to  such  reduction  with  the  result  that  the
Executive's  overall  benefits  package  is  significantly   reduced;   (v)  the
relocation  of the Executive to a facility or a location more than 25 miles from
the Executive's then present location,  without the Executive's  express written
consent; (vi) any purported termination of the Executive by the Company which is
not effected for Disability or for Cause, or any purported termination for which
the grounds  relied  upon are not valid;  or (vii) the failure of the Company to
obtain the assumption of this Agreement by any successors.

                  (c) "Cause" shall mean the commission of a felony or any other
crime  involving  moral  turpitude,  repeated  failure  to perform  services  in
accordance with the requests of superiors  within the context of the Executive's
duties as described in this  Agreement,  the commission of any material fraud or
act of gross dishonesty,  willful misconduct which causes harm, gross negligence
or a material breach of this Agreement.

                  (d) "Disability" shall mean that the Executive has been unable
to perform  his duties  under this  Agreement  as the result of the  Executive's
incapacity due to physical or mental illness, and such inability, after at least
12 consecutive weeks or shorter periods aggregating 110 days during any 12-month
period,  is determined to be total and permanent by a physician  selected by the
Company or its insurers and acceptable to the Executive or the Executive's legal
representative  (such  Agreement  as to  acceptability  not  to be  unreasonably
withheld).  Termination  resulting from Disability may only be effected after at
least 30 days'  written  notice by the Company of its intention to terminate the
Executive's employment.  In the event that the Executive resumes the performance
of substantially all of the Executive's  duties hereunder before the termination
of the  Executive's  employment  becomes  effective,  the  notice  of  intent to
terminate shall automatically be deemed to have been revoked.

                  (e)  "Termination  Date" shall mean (i) if this  Agreement  is
terminated  by the Company  for  Disability,  thirty  (30) days after  notice of
termination  is given to the Executive  (provided  that the Executive  shall not
have returned to the performance of the Executive's  duties on a full-time basis
during such thirty  (30) day  period),  (ii) if the  Executive's  employment  is
terminated  by the Company for any other  reason,  the date on which a notice of
termination is given, provided that if within thirty (30) days after the Company
gives the Executive  notice of termination,  the Executive  notifies the Company
that a dispute exists concerning the termination,  the Termination Date shall be
the date on which the dispute is finally  determined,  either by mutual  written
Agreement  of the  parties,  by final  judgment,  order or  decree of a court of
competent  jurisdiction  (the time for appeal  therefrom  having  expired and no
appeal  having been  perfected),  or (iii) if the Agreement is terminated by the
Executive, the date on which the Executive delivers the notice of termination to
the Company.

         12.      Confidentially.

                  Prior  hereto or  concurrently  herewith,  the  Executive  has
signed or shall sign the Company's standard Proprietary Information Agreement.

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         13.      General.

                  (a)  Applicable  Law  Controls.   Nothing  contained  in  this
Agreement  shall be construed to require the  commission  of any act contrary to
law, and wherever there is any conflict between any provisions of this Agreement
and any material  statute,  law,  ordinance or regulation  contrary to which the
parties  have no  legal  right  to  contract,  then the  latter  shall  prevail;
provided,  however,  that in any such event the  provisions of this Agreement so
affected  shall be curtailed  and limited only to the extent  necessary to bring
them within applicable legal requirements.

                  (b) Waiver/Estoppel. Any party hereto may waive the benefit of
any term,  condition or covenant in this Agreement or any right or remedy at law
or in equity to which any party may be  entitled  but only by an  instrument  in
writing  signed by the parties to be charged.  The parties'  rights and remedies
under and pursuant to this  Agreement or at law or in equity shall be cumulative
and the exercise of any rights or remedies under one provision  hereof shall not
be deemed an election of remedies;  and any waiver or  forbearance or any breach
of this Agreement or remedy  granted  hereunder or at law or in equity shall not
be  deemed a waiver of any  preceding  or  succeeding  breach of the same or any
other provision hereof or of the opportunity to exercise such right or remedy or
any  other  right  or  remedy,  whether  or not  similar,  at any  preceding  or
subsequent time.

                  (c)  Governing  Law.  This  Agreement  shall be  governed  by,
construed and enforced, and the legality and validity of each term and condition
shall be  determined,  in  accordance  with the laws of the State of  California
applicable without regard to the principles of conflicts of laws.

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

                  (e)  No  Joint  Venture.   Nothing  herein   contained   shall
constitute a  partnership  between or a joint  venture by the parties  hereto or
appoint any party the agent of any other  party.  No party shall hold itself out
contrary to the terms of this  paragraph and,  except as otherwise  specifically
provided herein,  no party shall become liable for the  representations,  act or
omission of any other party.  This Agreement is not for the benefit of any third
party who is not referred to herein and shall not be deemed to give any right or
remedy to any such third party.

                  (f)  Assignment.  The Company may assign this Agreement to any
entity  into  which or with which it may merge or which  acquires a  substantial
portion  of its  assets  or  business  or  with  whom  it has a  joint  venture,
partnership  or  other  business  relationship.  Notwithstanding  the  foregoing
provision of this paragraph,  no such assignment shall relieve the assignor from
any of its  obligations  hereunder or change any of the terms and  provisions of
Executive's  employment  hereunder.  This Agreement shall be fully effective and
binding upon the successors in interest,  predecessors in interest,  assigns and
affiliates and subsidiaries of the Company.

                  (g) Modification/Entire  Agreement.  This Agreement may not be
altered, modified or amended except by an instrument in writing signed by all of
the parties hereto.  No person,  whether or not an officer,  agent,  employee or
representative  of

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<PAGE>

any party,  has made or has any authority to make for or on behalf of that party
any  Agreement,  representation,  warranty  statement,  promise,  arrangement or
understanding  not  expressly  set  forth  in  this  Agreement.  This  Agreement
constitutes  the entire  Agreement  between the parties and supersedes all prior
Agreements with respect to the subject matter hereof.

         14. Counterparts. This Agreement may be executed in counterparts, which
together will constitute one instrument.


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

EXECUTIVE                           ARTERIAL VASCULAR ENGINEERING, INC.


/s/ Scott J. Solano                 /s/ Brad Jendersee
-------------------------           --------------------------
Scott J. Solano                     Brad Jendersee
                                    President and Chief Executive Officer

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<PAGE>


Consent of  Spouse:  I hereby  consent to this  Agreement  for  purposes  of any
community property interest I may have in the foregoing arrangements. I have had
the  opportunity  to seek  independent  counsel  with regard to this consent and
knowingly and voluntarily waive the right to such counsel.


/s/ Jeanmarie Solano
-------------------------
Signature of Spouse

Jeanmarie Solano
-------------------------
Printed Name of Spouse

Feb. 14, 1997
-------------------------
Date Signed


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                                    EXHIBIT A

                         EXECUTIVE AGREEMENT AND RELEASE

         I  understand  and  agree  completely  to the  terms  set  forth in the
foregoing agreement.

         I hereby  confirm my obligations  under the Company's  standard form of
proprietary information agreement.

         Except as  otherwise  set forth in this  Agreement,  I hereby  release,
acquit and forever  discharge  the Company,  its parents and  subsidiaries,  and
their  officers,   directors,   agents,   servants,   employees,   shareholders,
successors, assigns and affiliates, of and from any and all claims, liabilities,
demands, causes of action, costs, expenses, attorneys fees, damages, indemnities
and obligations of every kind and nature,  in law, equity,  or otherwise,  known
and unknown,  suspected and unsuspected,  disclosed and undisclosed  (other than
any claim for  indemnification I may have as a result of any third-party  action
against me based on my employment  with the  Company),  arising out of or in any
way  related  to  agreements,  events,  acts or conduct at any time prior to and
including the execution  date of this  Agreement,  including but not limited to:
all such claims and demands directly or indirectly  arising out of or in any way
connected  with my  employment  with  the  Company  or the  termination  of that
employment,  including but not limited to, claims of  intentional  and negligent
infliction of emotional  distress;  any and all tort claims for personal injury;
any and all claims or demands related to salary,  bonuses,  commissions,  stock,
stock options,  or any other ownership  interests in the Company,  vacation pay,
fringe  benefits,  expense  reimbursements,  severance pay, or any other form of
compensation(other  than any claim for benefits  expressly  contemplated  by the
Agreement);  claims  pursuant  to any  federal,  state or local  law or cause of
action  including,  but not limited to, the federal Civil Rights Act of 1964, as
amended;  the federal Age  Discrimination  in Employment Act of 1967, as amended
("ADEA");  the federal  Americans with  Disabilities Act of 1990; the California
Fair Employment and Housing Act, as amended;  tort law;  contract law;  wrongful
discharge; discrimination;  fraud; defamation; emotional distress; and breach of
the implied covenant of good faith and fair dealing.

         I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under  ADEA.  I also  acknowledge  that the  consideration
given  for the  waiver  and  release  in the  preceding  paragraph  hereof is in
addition  to  anything  of value  to which I was  already  entitled.  I  further
acknowledge  that I have been advised by this writing,  as required by the ADEA,
that:  (A) my waiver and  release do not apply to any rights or claims  that may
arise  after  the  Effective  Date of this  Agreement;  (B) I have the  right to
consult  with  an  attorney  prior  to  executing  this  Agreement;  (C) I  have
twenty-one  (21) days to  consider  this  Agreement  (although  I may  choose to
voluntarily execute this Agreement earlier); (D) I have seven (7) days following
the execution of this Agreement by the parties to revoke the Agreement;  and (E)
this Agreement  shall not be effective  until the date upon which the revocation
period has  expired,  which  shall be the eighth  day after  this  Agreement  is
executed by me,  provided that the Company has also  executed this  Agreement by
that date ("Effective Date").

         In giving this release, which includes claims that may be unknown to me
at present,  I acknowledge  that I have read and understand  Section 1542 of the
California Civil Code which reads as follows: "A general release does not extend
to claims which the  creditor  does not know or suspect to exist in his favor at
the time of executing  the release,  which if known by him must have  materially
affected  his  settlement  with  the  debtor."  I  hereby  expressly  waive  and
relinquish  all  rights  and  benefits  under  that  section  and any law of any
jurisdiction  of similar  effect with  respect to my release of any claims I may
have against the Company.

                                       By:
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                                          Name:

                                      Date:
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