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                                                                   EXHIBIT 10.3


                             PENN AKRON CORPORATION

                         EXECUTIVE EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and effective this 27 day of October, 2000, by
and between, Penn Akron Corporation, a Nevada corporation (hereinafter referred
to as the "CORPORATION") having its principal place of business at 1980 Gallows
Road, Suite 200, Vienna, Virginia 22182 and Christopher Hutcherson (hereinafter
referred to as the "EMPLOYEE") who resides at 14105 Lodestar Drive, Grass
Valley, CA 95949.

         A.       The Corporation is an e-learning integrator and facilitator
for K-12 students, parents and teachers providing localized "grass roots"
marketing, training and fundraising services that generate supplemental
community-specific financial support to schools, homes and commercial entities.

         B.       The Corporation desires to hire the Employee to accomplish
the foregoing business objectives.

         C.       The Employee desires to be employed by the Corporation.

         D.       The parties hereto desire to specify the terms of the
Employee's employment by the Corporation.

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

         1.       Term of Employment.

                  The Corporation hereby employs the Employee and the Employee
accepts employment with and agrees to serve the Corporation, subject to and
upon the terms and conditions of this Agreement. This Agreement shall commence
on the date hereof and remain in full force and effect for three years (the
"INITIAL TERM"). Upon expiration of the Initial Term, this Agreement shall
automatically renew and the Term shall be extended for a two-year period;
thereafter this Agreement shall automatically renew and the Term shall be
extended for two-year periods (collectively with the first automatic renewal,
each, a "RENEWAL TERM"), unless either party notifies the other, at least 30
days prior to the expiration of the then current period, that it does not wish
this Agreement to renew. The word "TERM," as defined and used herein, shall
include the Initial Term of the Agreement and any Renewal Term for which this
Agreement is renewed in accordance with this Section 1. Notwithstanding the
foregoing, Employee's employment hereunder may be terminated earlier, only


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as provided in Section 9.

         2.       Duties.

                  The Corporation hereby employs the Employee, and the Employee
hereby accepts employment with the Corporation, as the President of the
Children's Heroes Division of the Corporation (or such other position of
similar rank and status as may be agreed upon by the Corporation and the
Employee), such position with powers, duties and responsibilities determined by
the Corporation as are consistent with that position and as otherwise may from
time to time be determined by the Corporation and the Employee, subject at all
times to the control and direction of the Board of Directors of the
Corporation. The Employee shall at all times be subject to, observe and carry
out such rules, regulations, policies, directions and restrictions as the
Corporation shall from time to time establish, provided that they are not
inconsistent with the terms of this Agreement.

         3.       Compensation.

                  3.1      Base Salary. As compensation for services rendered
to the Corporation, the Corporation shall pay the Employee a base salary of One
Hundred Eighty Thousand Dollars ($180,000) per year ("BASE SALARY"). The
Employee's Base Salary shall be payable in installments at such intervals as
the Corporation pays the salaries of its management employees generally, but in
no event less frequently than on a monthly basis, and subject to such
deductions and withholdings as are required to be made pursuant to applicable
government laws, rules and regulations. The Corporation and the Employee shall
review annually the Base Salary and, based upon the achievement of certain
factors as determined by the President of the Corporation and the Employee
(including the operating performance of the Children's Heroes Division of the
Corporation during the preceding year and the degree to which such performance
is attributable to the individual effort and performance of the Employee), the
amount of Base Salary will be increased in an amount no less than ten percent
(10%) to reflect such factors.

                  3.2      Bonus Compensation. In addition to Base Salary,
based upon the achievement of certain factors as determined by the President of
the Corporation and the Employee (including the operating performance of the
Children's Heroes Division of the Corporation during the preceding three months
and the degree to which such performance is attributable to the individual
effort and performance of the Employee), the Corporation shall pay to the
Employee a quarterly cash bonus in an amount equal to 4.2% of the Base Salary,
which bonus shall be payable on each quarterly anniversary of the date hereof
(collectively, "BONUS COMPENSATION").

                  3.3      Incentive Compensation. The Employee shall be
entitled to participate on substantially the same terms as other employees of
the Corporation of equivalent rank and status, in any incentive compensation
plan that will hereafter be implemented by the Corporation (the


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"INCENTIVE COMPENSATION"). The Corporation shall be obligated to implement such
incentive compensation plan or arrangement by January 31, 2001.

                  3.4      Benefit Plans.

                           (a)      For the Term of this Agreement, the
Corporation shall provide (or cause to be provided) the following benefits to
the Employee and the Employee's family at no direct cost to the Employee: a
health care plan; a dental and vision care plan; and disability, accidental
death and life insurance. Each such plan shall be furnished through a national
provider. The Employee shall have the option for choosing his own health care
plan subject to the prior written consent of the President of the Corporation.

                           (b)      The Corporation shall establish a pension
plan or retirement savings plan (tax deferred) by March 31, 2001, in which the
Employee shall be entitled to participate on substantially the same basis as
other employees of the Corporation of equivalent rank and status, provided that
the Corporation shall have no obligation to make or match any contributions to
any such plan. In addition, the Employee will be entitled to participate, to
the extent the Employee is eligible to participate under the terms and
conditions thereof, in all other employee benefit plans available, or hereafter
made available, to other employees of the Corporation of equivalent rank and
status.

                  3.5      Stock Awards and Stock Options.

                           (a)      The Corporation hereby grants to the
Employee pursuant to the Penn Akron Corporation Stock Option Plan (the "STOCK
OPTION PLAN") (such Stock Option Plan subject to the approval of the
shareholders of the Corporation) and the stock option agreement attached hereto
as Exhibit 3.5(a) (the "STOCK OPTION AGREEMENT"), an option to purchase 135,000
common shares of the Corporation, par value $.01 per share (the "COMMON
SHARES") at an exercise price of US$0.68 per Common Share, which shall vest and
be exercisable from and after the date hereof.

                           (b)      The Corporation hereby grants to the
Employee pursuant to the Stock Option Plan and the Stock Option Agreement, an
option to purchase 495,000 Common Shares at an exercise price of US$1.36 per
Common Share, which shall vest and be exercisable as to 8.34% of such Common
Shares from and after each quarterly anniversary of the date hereof.

                           (c)      The Corporation hereby grants to the
Employee pursuant to the Stock Option Plan and the Stock Option Agreement, an
option to purchase 270,000 Common Shares at an exercise price of US$1.70 per
Common Share, which shall vest and be exercisable as to 12.5% of such Common
Shares from and after each quarterly anniversary of the third anniversary of
the date hereof.


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                           (d)      In the event of a termination or expiration
of the Employee's employment hereunder, (i) except as set forth in Section 9.2
and 9.5 below, any stock options granted to the Employee pursuant to this
Section 3.5 that are not then vested shall be forfeited and there shall be no
further vesting after the effective date of the termination and (ii) any stock
options that are vested shall be exercisable only as provided in the Stock
Option Plan and the relevant stock option agreement.

                           (e)      Upon a Change of Control (as such term is
defined in the Stock Option Plan) the Employee's stock options shall
immediately accelerate and vest such that the Employee shall have vested in a
total of 100% of the stock options granted hereunder and such vested stock
options shall remain exercisable for one year from the date of the Change of
Control, after which time such vested stock options shall expire and be of no
further force or effect.

         4.       Best Efforts. The Employee shall devote his full professional
time and attention to and shall perform faithfully, industriously and to the
best of Employee's ability, experience and talents, all of the responsibilities
assigned to him in furtherance of the business of the Corporation, including
the duties and responsibilities assigned to him pursuant to Section 2 hereof;
provided, however, that nothing herein shall restrict the Employee from
rendering services for not-for-profit organizations, from managing his personal
investments or from serving as a director or advising director of a company or
firm not competing with the Corporation or its direct and indirect subsidiaries
(collectively, the "PENN AKRON COMPANIES"), but only to the extent that any
such activity shall not materially interfere with the performance of the duties
of the Employee hereunder.

         5.       Vacation. The Employee shall be entitled to two weeks of paid
vacation per annum, which shall be taken at times mutually agreeable to the
Employee and the Corporation. The Employee may not carry over to the following
year any more than two weeks of previously-earned but unused vacation time, and
at no time shall the Employee be entitled to more than four weeks of vacation
time in any given year. The Employee shall not be paid for any vacation time
not taken by the Employee, including any vacation time accumulated at the time
of termination. The Employee shall also be entitled to all other paid leave
provided to other employees of the Corporation of equivalent rank and status.

         6.       Business Expenses. The Employee shall be entitled to
reimbursement by the Corporation for any ordinary and necessary business
expenses incurred by the Employee in the performance of the Employee's duties
on behalf of the Corporation, provided that:

                  (a)      Each such expenditure is of a nature qualifying it
as a proper deduction on the federal and state income tax returns of the
Corporation as a business expense and not as compensation to Employee; and


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                  (b)      The Employee furnishes to the Corporation adequate
records and other documentary evidence as required by federal and state
statutes and regulations issued by the appropriate taxing authorities for the
substantiation of such expenditures as a deductible business expense of the
Corporation.

         7.       Prohibition on Using Confidential Information.

                  7.1      The Employee recognizes and acknowledges that
Confidential Information (defined below) is a valuable and unique asset of the
Corporation, access to and knowledge of which is essential to the performance
of the Employee' duties to the Corporation. Except as required to perform the
services required under this Agreement, the Employee shall not, during his
employment or any time thereafter, disclose, in whole or in part, such
Confidential Information to any person, firm, corporation, association, or
other entity for any reasons or purpose whatsoever, or make use of such
Confidential Information for his own purposes or for the benefit of such person
or other entity (except the Corporation), under any circumstances.

                  7.2      Employee shall, prior to or upon leaving the
Corporation, deliver to the Corporation any and all records, items, media of
any type (including all partial or complete copies or duplicates) containing or
otherwise relating to Confidential Information whether prepared or acquired by
the Employee or provided to the Employee by the Corporation. The Employee also
acknowledges that all such records, items and media are at all times and shall
remain the property of the Corporation.

                  7.3      "CONFIDENTIAL INFORMATION" means information
disclosed to or known by the Employee as a consequence or through his
association with the Corporation, including any information conceived,
originated, discovered, or developed by the Employee, which is not generally
known to the public or potential competitors of the Corporation and which
constitutes or relates to marketing, sales, research, development, or know-how,
including, but not limited to plans, specifications, drawings, sketches,
lay-outs and formulas, development and manufacture of the products of the
Corporation, purchasing, accounting, customer or contract lists, trade
engineering and technical data, computer software and hardware design,
information entrusted to the Corporation by third parties, or any trade
secrets, proprietary or confidential matter.

                  7.4      The Employee shall not acquire any intellectual
property rights under this Agreement except the limited right to use set out
above. The Employee acknowledges that, as between the Corporation and the
Employee, the Confidential Information and all related copyrights and other
intellectual property rights, are (and at all times will be) the property of
the Corporation, even if suggestions, comments, and/or ideas made by the
Employee are incorporated into the Confidential Information or related
materials during the period of this Agreement.

         8.       Covenant Not to Compete.


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                  8.1      For the Term of this Agreement and twelve (12)
months thereafter (the "RESTRICTED PERIOD"), the Employee shall not:

                           (a)      directly or indirectly own, manage,
operate, join, control, participate in, invest in, or otherwise be connected
with, in any manner, whether as an officer, director, employee, partner,
investor or otherwise, any business entity that is engaged in any business in
which any of the Penn Akron Companies are engaged during such period (each, a
"COMPETING BUSINESS"), in all locations in which the Penn Akron Companies, or
any of them, are doing business;

                           (b)      for himself or on behalf of any other
person, partnership, the Corporation or entity, call on any registered customer
of the Penn Akron Companies for the purpose of soliciting, diverting or taking
away any registered customer from the Penn Akron Companies; or

                           (c)      induce, influence or seek to induce or
influence any person engaged as an employee, representative, agent or
independent contractor by the Penn Akron Companies, or any of them, to
terminate his or her relationship with the Penn Akron Companies, or any of
them.

                  8.2      Nothing herein contained shall be deemed to prohibit
the Employee from (i) owning a passive investment in securities of an issuer if
the securities of such issuer are listed for trading on a national securities
exchange or are traded in the over-the-counter market and the Employee's
holdings therein represent less than two percent of the total number of shares
or principal amount of the securities of such issuer outstanding, (ii) owning a
passive investment in securities of a private company if the Employee's
holdings therein represent less than two percent of the total number of shares
or principal amount of the securities of such issuer outstanding, (iii) owning
securities, regardless of amount, of any of the Penn Akron Companies or (iv)
participating in a Competing Business with the prior written consent of the
President of the Corporation.

                  8.3      In the event the Employee shall breach Section 7 or
this Section 8, the Employee's right to receive payments from the Corporation
following termination pursuant to Sections 9.2 and 9.5 shall immediately
terminate and be of no further force or effect.

         9.       Termination.

                  9.1      Termination for Just Cause.

                           (a)      The Corporation may terminate the
Employee's employment hereunder for Just Cause. For purposes of this Agreement
and subject to the Employee's opportunity to cure as provided in Paragraph (c)
below, a termination by the Corporation for "JUST CAUSE" shall be defined as a
termination by the Corporation of the Employee as the result of:


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                           (i)      willful fraud or dishonesty in connection
with Employee's performance hereunder that results in material harm to the
Corporation;

                           (ii)     the repeated failure by Employee to
substantially perform his duties hereunder that results in a material adverse
effect to the financial condition, operations, assets, results of operations,
cash flows or business of the Corporation;

                           (iii)    material breach by Employee of Employee's
obligations under Section 2 of this Agreement (other than as a result of
incapacity due to physical or mental illness), which is demonstrably willful
and deliberate on Employee's part and is committed in bad faith or without
reasonable belief that such conduct is in the best interests of the
Corporation, or which is the result of Employee's gross neglect of duties; or

                           (iv)     the conviction for, or plea of nolo
contendere to, a charge of a commission of a felony.

                           (b)      If the Employee's employment is terminated
by the Corporation for Just Cause, the Corporation shall have no further
obligations or liability hereunder, except to pay to the Employee all Base
Salary, any applicable Incentive Compensation, and the pro rata portion of any
Bonus Compensation that may have then been earned but is unpaid, and all
benefits that are then vested or otherwise owned by the Employee, as of such
date of termination. Such payments shall be made in accordance with the
Corporation's normal payroll practices. If the Employee is terminated for Just
Cause, he will immediately forfeit any and all unvested stock options
previously granted to him by the Corporation. The foregoing sentence shall be
in addition to, and not in lieu of, any and all other rights and remedies which
may be available to the Corporation under the circumstances, whether at law or
in equity.

                           (c)      Notwithstanding the foregoing, it shall be
a condition precedent to the Corporation's right to terminate the Employee's
employment for Just Cause that (1) the Corporation shall first have given the
Employee written notice stating with specificity the reason for the termination
("BREACH"); (2) the Corporation shall have provided Employee an opportunity to
appear before the Board of Directors of the Corporation to answer such grounds
of termination; (3) if such breach is susceptible of cure or remedy, a period
of 45 days from and after the giving of such notice shall have elapsed without
the Employee having effectively cured or remedied such breach during such
45-day period, unless such breach cannot be cured or remedied within 45 days,
in which case the period for remedy or cure shall be extended for a reasonable
time (not to exceed an additional 30 days), provided the Employee has made and
continues to make a diligent effort to effect such remedy or cure; and (4) the
Corporation shall not have disclosed any information regarding the foregoing to
any officer or employee of the Corporation except as required to perform its
obligation under this Section 9.1(c), such officer or employee likely to
include the President and Board of Directors of the Corporation.


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                  9.2      Termination Without Cause. The Corporation may
terminate the Employee's employment hereunder Without Cause. For purposes of
this Agreement, a termination by the Corporation "WITHOUT CAUSE" shall be
defined as a termination by the Corporation of the Employee for any reason
other than a termination upon non-renewal under Section 1, a termination for
Just Cause under Section 9.1 or a termination upon death or disability under
Section 9.3. If the Employee's employment is terminated by the Corporation
Without Cause, the Employee will be entitled to receive (i) severance
compensation equal to what would have been his Base Salary and Bonus
Compensation under Sections 3.1 and 3.2, for the remaining Term, payable at
such times as his Base Salary and Bonus Compensation would have been paid if
his employment had not been terminated (or, at the election of the Employee, in
a lump sum without discount), (ii) other benefits accrued by him hereunder up
to and including the date of such termination, payable within ninety (90) days
after the date of such termination and (iii) at no direct cost to the Employee,
a health care plan for the remaining Term. In addition, any and all unvested
stock options and other such unvested incentives or awards previously granted
to him by the Corporation will accelerate and vest as of the date of
termination.

                  9.3      Death or Disability. The Employee's employment shall
terminate upon his death or disability. In the event of the Employee's death,
the Corporation shall pay to the Employee's designated beneficiary, or if he
leaves no designated beneficiary to his estate, all Base Salary, any applicable
Incentive Compensation and the pro rata portion of any Bonus Compensation that
may have then been earned but is unpaid, and all benefits that are vested or
otherwise owned by the Employee, as of the time of his death. Such payments
shall be made in accordance with the Corporation's normal payroll practices.
The Corporation may terminate the Employee's employment under this Agreement if
either (i) the Corporation determines, consistent with applicable law, that the
Employee is unable, due to any disabling illness or injury, to perform the
essential functions of his employment with or without a reasonable
accommodation; or (ii) the Employee is absent from work for any reason for a
period of 180 consecutive days. In the event of such a termination, the
Employee shall be paid all Base Salary, any applicable Incentive Compensation
and the pro rata portion of any Bonus Compensation that may have then been
earned but is unpaid, and all benefits that are then vested or otherwise owned
by the Employee, in each case as of such date of termination. Such payments
shall be made in accordance with the Corporation's normal payroll practices.
The Employee shall not be entitled to any additional compensation or benefit in
the event of death or disability, except as otherwise provided in this Section
9.3.

                  9.4      Termination by Employee for Other Than Good Reason.
Employee may voluntarily terminate his employment with the Corporation for any
reason whatsoever, by providing Corporation written notice thereof. In such
event, Employee's employment shall terminate effective on the thirtieth day
after the receipt of such notice by Corporation unless the parties mutually
agree to an earlier termination. Upon termination for Other Than Good Reason by
the Employee, the Employee shall be paid all Base Salary, any applicable
Incentive Compensation, and the pro rata


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portion of any Bonus Compensation that may have then been earned but is unpaid,
and all benefits that are then vested or otherwise owned by the Employee, as of
such date of termination. Such payments shall be made in accordance with the
Corporation's normal payroll practices.

                  9.5      Termination by Employee for Good Reason. The
Employee's employment under this Agreement may be terminated by the Employee
for "GOOD REASON" upon thirty (30) days written notice to the Corporation. For
this purpose, "GOOD REASON" means (i) a change in the location of the
Corporation's headquarters or of the office of the Employee from the
Washington, D.C. metropolitan area; (ii) a material diminution in the
Employee's title, authority or duties, as the same exist on the date hereof;
(iii) a reduction in Employee's annual Base Salary or incentive compensation
opportunity; or (iv) a material breach of this Agreement by the Corporation.
Notwithstanding the foregoing, a termination shall not be treated as a
termination for Good Reason (i) if the Employee consented in writing to the
occurrence of the event giving rise to the claim of termination for Good Reason
or (ii) unless the Employee delivered a written notice to the Board within
thirty (30) days of his having actual knowledge of the occurrence of one of
such events stating that he intends to terminate his employment for Good Reason
and specifying the factual basis for such termination, and such event, if
capable of being cured, shall not have been cured within ten (10) days of the
receipt of such notice. If the Employee terminates this Agreement for "Good
Reason," the Employee shall be entitled to receive the same payments and
benefits as he would be entitled to receive pursuant to Paragraph 9.2 hereof in
the case of a Termination Without Cause.

                  9.6      Return of Property. Upon termination of this
Agreement, the Employee shall deliver all property (including keys, records,
notes, data, memoranda, models, and equipment) that is in the Employee's
possession or under the Employee's control which is the Corporation's property
or related to the Corporation's business.

         10.      Arbitration.

                  Any dispute, controversy, or claim arising out of or related
to this Agreement, shall be resolved exclusively by arbitration in the
Washington, D.C. area before a three person panel of arbitrators appointed by
the American Arbitration Association (the "AAA") in a confidential arbitration
conducted on an expedited basis in accordance with applicable AAA rules and
procedures. The determination and award of the arbitrator shall be conclusive
and binding on the Corporation and the Employee, and judgment on the
arbitrator's award shall be entered in any court having jurisdiction thereof.

         11.      Notices.


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                  For the purposes of this Agreement, notices, demands and all
other communications provided for in the Agreement shall be in writing and
shall be deemed to have been duly issued when hand delivered, or when
dispatched to any overnight delivery service, or when deposited for mailing in
a United States mailbox or at a United States Post Office if sent postage
prepaid and return receipt requested by United States Certified or Regular
Mail, to the addresses set forth below:

                  If to the Employee:

                           Christopher Hutcherson
                           14105 Lodestar Drive
                           Grass Valley, CA 95949

                  If to the Corporation:

                           Penn Akron Corporation
                           1980 Gallows Road
                           Suite 200
                           Vienna, Virginia 22182

or such other address as any party may have furnished to the other in writing
in accordance herewith.

         12.      Successors.

                  12.1     This Agreement is personal to Employee and neither
it nor any benefits hereunder shall, without the prior written consent of the
Corporation, be assignable by Employee.

                  12.2     This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns and any such
successor or assignee shall be deemed substituted for the Corporation under the
terms of this Agreement for all purposes. As used herein, "SUCCESSOR" and
"ASSIGNEE" shall include any person, firm, corporation, or other business
entity that at any time, whether by purchase, merger, or otherwise, directly or
indirectly acquires the stock of the Corporation or to which the Corporation
assigns this Agreement by operation of law or otherwise.

         13.      Directors and Officers Insurance. During the Term, the
Corporation shall maintain in full force and effect a policy of directors and
officers insurance providing coverage for the Employee.


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         14.      Indemnification.

                  The Corporation shall indemnify and hold harmless the
Employee to the fullest extent permitted by law from and against any costs,
expenses (including attorney's fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with the
defense or settlement of any threatened, pending, or future civil, criminal,
administrative or investigative action, suit or proceeding to which he is or is
threatened to be made a party by reason of the execution or performance of this
Agreement, the fact that he is or was a director, officer, employee, or agent
of the Corporation or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, or other enterprise, if (i) such action, suit or proceeding arises out
of activities of the Corporation prior to his assumption of such position, or
(ii) in acting within the scope of his employment, (x) he acted in good faith
and in the manner he reasonably believed to be in or not opposed to the best
interests of the Corporation, or (y) with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful. The
Corporation shall also advance to the Employee to the fullest extent permitted
by law any costs and expenses incurred by Employee in connection therewith.

         15.      Governing Law.

                  This Agreement is made pursuant to, and shall be governed,
construed, and enforced in all respects and for all purposes in accordance with
the laws of the State of Virginia.

         16.      Waivers.

                  No consent or waiver, express or implied, by either party, to
or of any breach or default by the other in the performance by the other of its
obligations hereunder, shall be deemed or construed to be a consent or waiver
to, or of, any other breach or default in the performance by such other party
hereunder. Failure on the part of either party to complain of any act or
failure to act of any other party, or to declare any other party in default,
irrespective of how long such failure continues, shall not constitute a waiver
by such party of its rights hereunder.

         17.      Amendments.

                  This Agreement is subject to amendment only by a written
agreement signed by both of the parties hereto.


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         18.      Invalid Provisions.

                  In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect any other provision of this Agreement, but this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein and the same shall be enforceable to the fullest
extent permitted by law.

         19.      Attorneys' Fees.

                  In the event of any arbitration between the parties hereto to
enforce any provision of this Agreement or any right of any party hereto, the
unsuccessful party to such arbitration agrees to pay to the successful party,
all costs and expenses, including reasonable attorneys' fees and costs incurred
therein.

         20.      Captions and Headings.

                  The headings of the articles of this Agreement are inserted
solely for convenience of reference and are not a part of and are not intended
to govern, limit or aid in the construction of any term or provision hereto.

         21.      Entire Agreement.

                  This Agreement contains the entire Agreement of the parties.
It supersedes any and all other agreements, either oral or in writing, between
the parties. Each party to this Agreement acknowledges that no representations,
inducements, promises or agreements, or otherwise, have been made by any party,
or anyone acting on behalf of any party, which are not embodied herein, and
that no other Agreement, statement or promise not contained in this Agreement
shall be valid or binding. This Agreement may not be modified or amended by
oral Agreement, but only by an Agreement in writing.

         22.      Use of Terms.

                  Wherever the context of this Agreement requires, the
masculine gender includes the feminine or neuter, and the singular number
includes the plural.


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                  IN WITNESS WHEREOF, the parties to this Employment Agreement
have duly executed the same on the date and year first above written.

PENN AKRON CORPORATION:                           EMPLOYEE:


By:
   -----------------------------                  -----------------------------



Its:
    -----------------------------


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