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                                                                    EXHIBIT 10.2



                             PENN AKRON CORPORATION

                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT is made and effective this 6th 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 Suite 200,
Vienna, Virginia 22182 and Tammy Lambert (hereinafter referred to as the
"EMPLOYEE").

         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 two years (the "INITIAL
TERM"). Upon expiration of the Initial Term, this Agreement shall automatically
renew and the Term shall be extended for successive one-year periods (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, as provided in
Section 9.


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         2.       Duties.

                  The Corporation hereby employs the Employee, and the Employee
hereby accepts employment with the Corporation, as its Chief Operating Officer
(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 Ninety Thousand Dollars ($190,000) 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 Board of Directors of the Corporation and the Employee
(including the operating performance 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 may be
increased to reflect such factors.

                  3.2      Bonus Compensation. In addition to Base Salary, based
upon the achievement of certain factors as determined by the Board of Directors
of the Corporation and the Employee (including the operating performance 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 8% 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 may hereafter be implemented by the Corporation (the "INCENTIVE
COMPENSATION"); provided that the Corporation shall not be obligated to
implement any such incentive compensation plan or arrangement by virtue of this
Agreement or otherwise.

                  3.4      Benefit Plans.


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                           (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.

                           (b)      The Corporation shall also use its
reasonable efforts to establish (or cause to be established) a pension plan or
retirement savings plan (tax deferred), 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.
Notwithstanding anything to the contrary above, the Corporation shall be under
no obligation to initiate or continue any such plans.

                  3.5      Stock Awards and Stock Options.

                           (a)      (i) The Corporation hereby issues to the
Employee 500,000 shares of the common stock, par value $0.01 (the "COMMON
SHARES"), of the Corporation (the "STOCK GRANT") and shall deliver to the
Employee a certificate evidencing the Stock Grant within five (5) days of the
date hereof.

                                    (ii)     In connection with any federal,
         state or local income and employment taxes the Corporation is required
         to withhold with respect to the income realized by the Employee as a
         result of the Stock Grant (the aggregate amount of such federal, state
         or local income and employment tax withholding being referred to herein
         as the "WITHHOLDING TAX"), the Employee shall have the right at his
         option exercised by notice to the Corporation to (i) require the
         Corporation to satisfy the Employee's obligation to pay such
         Withholding Tax by deducting from the Stock Grant otherwise payable to
         Employee such number of whole Common Shares having a fair market value
         (valued at the value taken into account in computing the gross income
         realized by the Employee with respect to the receipt of the Common
         Shares) equal to the Withholding Tax or (ii) borrow from the
         Corporation an amount equal to the Withholding Tax and to evidence
         Employee's obligation to re-pay the amount so borrowed by executing a
         promissory note in favor of the Corporation in form and substance
         reasonably acceptable to the Corporation. The interest rate for such
         promissory note shall be the minimum applicable federal rate, and all
         principal and accrued interest thereon shall be due and payable (2)
         years from the date such amounts are borrowed. The Employee's
         obligations under such promissory note shall be secured by a pledge to
         the Corporation of all of the Common Shares issued to the Employee
         pursuant to this Section 3.5.

                                    (iii)    To the extent that the aggregate
         federal, state and local income taxes payable by the Employee with
         respect to receipt of the Stock Grant (computed for this purpose by
         assuming that the Employee is subject to each such tax on the entire
         amount of the gross income realized at the maximum marginal rate of
         such tax) exceeds the portion of the


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         Withholding Tax represented by such federal, state or local income
         taxes withheld (such excess being referred to herein as the "NET INCOME
         TAX"), then on April 1, 2001, the Corporation shall loan to the
         Employee an amount equal to the Net Income Tax. Employee shall re-pay
         to the Corporation the amount of the Net Income Tax loaned to the
         Employee by executing a promissory note in favor of the Corporation in
         form and substance reasonably acceptable to the Corporation. The
         interest rate for such promissory note shall be the minimum applicable
         federal rate, and all principal and accrued interest thereon shall be
         due and payable (2) years from the date such amounts are borrowed. The
         Employee's obligations under such promissory note shall be secured by a
         pledge to the Corporation of all of the Common Shares issued to the
         Employee pursuant to this Section 3.5.

                           (b)      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 incentive stock option agreement
attached hereto as (the "STOCK OPTION AGREEMENT"), an option to purchase 400,000
Common Shares at an exercise price of US$0.43 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 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 1,600,000 Common Shares at an exercise price of US$0.11 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 date hereof.

                           (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.

                           (f)      The Corporation shall cause to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, a registration on Form S-8 for the registration of the Common Shares
issued to the Employee pursuant to this Section 3.5 and maintain such
registration for as long as the Employee holds such Common Shares.

         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,


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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 four 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 six 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.

                  6.1      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

                  (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.

                  6.2      The Employee agrees that, if at any time any payment
made to the Employee by the Corporation as business expense reimbursement shall
be disallowed in whole or in part as a nondeductible expense of the Corporation
by any taxing authority, the Employee shall reimburse the Corporation to the
full extent of such disallowance, with interest thereon at the rate as would be
charged by the Internal Revenue Service for such period from the date of
reimbursement by the Corporation until repaid.

         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


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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.

                  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 customer of the Penn Akron
Companies for the purpose of soliciting, diverting or taking away any customer
from the Penn Akron Companies; or


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                  (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 or (iii) owning
securities, regardless of amount, of any of the Penn Akron Companies.

                  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:

                           (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 material harm to 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


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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; and (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.

                  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), and (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. 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


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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 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; (iv) a material breach
of this Agreement by the Corporation or (v) the removal of the Employee from the
Board of Directors of 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.


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                  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 single arbitrator 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.

                  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:

                           Tammy Lambert
                           6618 Schurtz Street
                           Alexandria, VA  22310

                  If to the Corporation:

                           Penn Akron Corporation
                           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


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maintain in full force and effect a policy of directors and officers insurance
providing coverage for the Employee.

         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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