EX-10.197




	




Exhibit 10.197 



CHANGE IN CONTROL
AGREEMENT 




             
             Change
In Control  Agreement (this  “Agreement”)  dated as of September 12, 2003 by
and between Fredric M. Zinn  (“Executive”)  and Drew Industries  Incorporated,
 a Delaware corporation (the “Company”).  




             
             WHEREAS,
 the Company  recognizes  that  Executive’s  contribution to the growth and success
of the Company has been, and will continue to be,  substantial;  and the Company wishes
to assure Executive’s continued employment with the Company; and 




             
             WHEREAS,
 the Company  believes that it is in the best interest of the Company and its
 stockholders  to foster  Executive’s  objectivity  in making  decisions  with
respect to any pending or threatened  Change in Control (as  hereinafter  defined) of the
Company and to assure that the Company will have the continued  dedication and
 availability  of Executive  notwithstanding the possibility,  threat or occurrence of a
Change in Control; and the Company believes that these goals can best be accomplished by
alleviating certain of the risks and  uncertainties  with regard to Executive’s
 financial and  professional  security that would be created by a pending or threatened
 Change in Control and that inevitably  would distract Executive and could impair his
ability to objectively  perform his duties for and on behalf of the Company.
 Accordingly,  the Company believes that it is appropriate and in the best interest of
the Company and its stockholders to provide to Executive  compensation  arrangements upon
a Change in Control that mitigate Executive’s financial risks and uncertainties and
that are reasonably competitive with those of other companies. 




             
             NOW,
THEREFORE,  in consideration of the foregoing,  and for other good and valuable
 consideration the receipt of which is hereby acknowledged,  it is hereby agreed as
follows: 



     
        1.
TERM OF AGREEMENT  




             
             This
Agreement shall be effective from the date hereof and, subject to the provisions of
Section 4, shall extend to (and thereupon  automatically  terminate) one (1) day after
Executive’s  termination of employment with the Company for any reason.  No
termination of this Agreement shall limit,  alter or otherwise affect  Executive’s
 rights hereunder with respect to a Change in Control which has occurred prior to such
termination, including without limitation Executive’s right to receive the benefits
provided herein. 



     
        2.
PURPOSE OF AGREEMENT  




             
             The
purpose of this  Agreement is to provide  that, in the event of a Change in Control,
 Executive may become  entitled to receive  certain  benefits,  as described herein, in
the event of his termination under specified circumstances. 



 



















	




     
        3.
CHANGE IN CONTROL  




             
             As
used in this Agreement, the phrase “Change in Control” shall mean: 




             
             3.1
Except as provided in Section 3.3 hereof, the acquisition by any person, entity or “group”,
within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”) (excluding, for this purpose, the Company
or its subsidiaries, or any executive benefit plan of the Company or its subsidiaries
which acquires beneficial ownership of voting securities of the Company), of beneficial
ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty
percent (30%) or more of either the then outstanding shares of common stock or the
combined voting power of the Company’s then outstanding voting securities entitled
to vote generally in the election of directors (the “Voting Securities”); or  




             
             3.2
       Edward W. Rose, III shall cease for any reason to beneficially own at least ten
percent ( 10%) of the Voting Securities, or 




             
             3.3
       Approval by the stockholders of the Company of a reorganization, merger or
consolidation with any other person, entity or corporation, other than 




             
             
             3.3.1
a merger or consolidation which would result in the Voting Securities outstanding
immediately prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of another entity) more than fifty percent (50%)
of the combined voting power of the Voting Securities of the Company or such other entity
outstanding immediately after such merger or consolidation, or  




             
             
             3.3.2
a merger or consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person, entity or group acquires twenty-five percent
(25%) or more of the combined voting power of the Company’s then outstanding Voting
Securities; or  




             
             3.4
Approval by the stockholders of the Company of a plan of complete liquidation of the
Company or a sale or other disposition by the Company of all or substantially all of the
Company’s assets in one transaction or a series of transactions. 



     
        4.
EFFECT OF A CHANGE IN CONTROL   




             
             In
the event of a Change in Control,  Sections 6 through 11 of this  Agreement  shall become
 applicable to Executive.  The provisions of these Sections shall remain applicable until
the second  anniversary of the date upon which the Change in Control occurs. On such
second  anniversary date, and provided that the employment of Executive has not been
terminated on account of a Qualifying Termination (as defined herein), this Agreement
shall terminate and be of no further force or effect. 



     
        5.
QUALIFYING TERMINATION  




             
             If
within six (6) months following a Change in Control,  Executive  voluntarily  terminates
his employment with the Company (“Voluntary  Termination”),  or if within one
(1) year following, or within one hundred twenty (120) days prior to, a Change in
Control, Executive’s employment with the Company is terminated (“Involuntary
 Termination”),  either of such terminations shall be conclusively considered a
“Qualifying Termination” unless: 



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             5.1
The Executive voluntarily terminates his employment on a date that is more than six (6)
months after the Change in Control; provided, however, that Executive shall not be
considered to have voluntarily terminated his employment with the Company if, following,
or within one hundred twenty (120) days prior to, the Change in Control, (i) Executive’s
overall compensation is reduced or adversely modified in any material respect, or (ii)
his authority or duties are materially changed and he elects to terminate his employment
within sixty (60) days following such reduction, modification or change. Executive’s
authority or duties shall conclusively be considered to have been “materially changed” if,
without Executive’s express and voluntary written consent, there is any substantial
diminution or adverse modification in Executive’s title, status, overall position,
responsibilities, reporting relationship, general working environment (including without
limitation secretarial and staff support, offices, and frequency and mode of travel), or
if, without Executive’s express and voluntary written consent, Executive’s job
location is transferred to a site more than fifty (50) miles away from his residence.
Executive’s authority and duties shall conclusively be considered to have been “materially
changed” if, without Executive’s express and voluntary written consent,
Executive no longer holds the same title or no longer has the same authority and
responsibilities or no longer has the same reporting responsibilities, in each case with
respect and as to a publicly held parent company which is not controlled by another
entity or person, or  




             
             5.2
The termination is on account of Executive’s death or Disability. For such purposes,
“Disability” shall mean a physical or mental incapacity as a result of which
Executive becomes unable to continue the performance of his responsibilities for the
Company and its affiliated companies and which, at least three (3) months after its
commencement, is determined to be total and permanent by a physician agreed to by the
Company and Executive (or Executive’s legal representative). In the absence of
agreement between the Company and Executive, each party shall nominate a qualified
physician and the two physicians so nominated shall select a third physician who shall
make the determination as to Disability, or  




             
             5.3
       An Involuntary Termination occurs for “Cause.” For this purpose, “Cause” shall
be limited to the following: 




             
             
             5.3.1
the refusal of Executive to comply with a lawful, written instruction of the Board of
Directors or Executive’s immediate supervisor, which refusal is not remedied by
Executive within a reasonable period of time after his receipt of written notice from the
Company identifying the refusal, so long as the instruction is consistent with the scope
and responsibilities of Executive’s position prior to the Change in Control; or  




             
             
             5.3.2
an act or acts of personal dishonesty by Executive which were intended to result in
substantial personal enrichment of Executive at the expense of the Company or any of its
affiliated companies; or  




             
             
             5.3.3
     Executive’s conviction of any misdemeanor involving an act of moral turpitude
or any felony. 



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        6.
SEVERANCE PAYMENT  




             
             6.1
Subject to Section 6.2 hereof, if Executive’s employment is terminated as a result
of a Qualifying Termination, the Company shall pay Compensation (as hereinafter defined)
to Executive (A) in the event of an Involuntary Termination, for the two (2) years
following the Qualifying Termination, or (B) in the event of a Voluntary Termination, for
one (1) year following the Qualifying Termination, in either event in accordance with the
Company’s customary payroll practice (the “Severance Payment”).  




             
             6.2
During the second year following an Involuntary Termination, the Severance Payment
payable by the Company to Executive shall be reduced by an amount equal to the
compensation and other benefits received by Executive during either of such periods from
other employment or business activities.  




             
             6.3
For purposes of this Agreement, Executive’s “Compensation” shall equal the
sum of (i) Executive’s salary at the annual rate applicable on the date of the
Qualifying Termination, plus (ii) a “Bonus Increment.” The Bonus Increment
shall equal the annualized average of all bonuses and incentive compensation payments
paid to Executive during the three (3) year period immediately before the date of the
Change of Control under all of the Company’s bonus and incentive compensation plans
or arrangements as disclosed in the Company’s annual Proxy Statement.  




             
             6.4
The Severance Payment hereunder is in lieu of any severance payment that Executive might
otherwise be entitled to from the Company in the event of a Change in Control under the
Company’s applicable severance pay policies, if any, or under any other oral or
written agreement.  



     
        7.
ADDITIONAL BENEFITS  




             
             7.1
In the event of a Qualifying Termination, any and all unvested stock options of Executive
shall immediately become fully vested and exercisable.  




             
             7.2
In the event of a Qualifying Termination, Executive shall be entitled to continue to
participate in the following executive benefit programs which had been made available to
Executive (including his immediate family) and at the same level before the Qualifying
Termination: group medical insurance, group-term life insurance and disability insurance,
use of automobile provided by the Company, and long-term care insurance. These programs
shall be continued at no cost to Executive, except to the extent that tax rules require
the inclusion of the value of such benefits in Executive’s income. The programs
shall continue for Executive’s benefit for two (2) years after the date of the
Qualifying Termination; provided, however, that Executive’s participation in each of
such programs shall be earlier terminated or reduced, as applicable, if and to the extent
Executive receives benefits as a result of concurrent coverage through another program.  



     
        8.
RIGHTS AND OBLIGATIONS PRIOR TO A CHANGE IN CONTROL  




             
             Prior
to the date which is one hundred  twenty (120) days before a Change in Control,  the
rights and  obligations of Executive with respect to his employment by the Company shall
be determined  in accordance  with the policies and  procedures  adopted from time to
time by the Company and the  provisions of any written  employment  contract in effect
between the Company and Executive from time to time. Unless otherwise  expressly set
forth in a separate written  employment  agreement between Executive and the Company,
 the employment of Executive is expressly at-will,  and Executive or the Company may
terminate  Executive’s  employment with the Company at any time and for any reason,
 with or without cause,  provided that if such  termination  occurs within one hundred
twenty (120) days prior to or one (1) year after a Change in Control and constitutes a
Qualifying  Termination the provisions of this Agreement shall govern the payment of the
Severance Payment and the other benefits as provided herein. 



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        9.
NON-EXCLUSIVITY OF RIGHTS  




             
             Nothing
in this Agreement shall prevent or limit Executive’s  continuing or future
participation in any benefit,  bonus,  incentive or other plan or program provided by the
Company or any of its affiliated  companies and for which Executive may qualify,  nor
shall anything  herein limit or otherwise  affect such rights as Executive may have under
any stock option or other  agreements  with the Company or any of its affiliated
 companies.  Except as otherwise  provided in Section 6.3 hereof,  amounts which are
vested benefits or which Executive is otherwise  entitled to receive under any plan or
program of the Company or any of its affiliated  companies at or subsequent to the date
of any Qualified  Termination  shall be payable in accordance with such plan or program. 



     
        10.
FULL SETTLEMENT  




             
             The
Company’s  obligation to pay the Severance  Payment and other  benefits  provided
for in this  Agreement and otherwise to perform its  obligations  hereunder (i) shall not
be affected by any set-off,  counter-claim,  recoupment, defense or other claim, right or
action which the Company may have against Executive or others, and (ii) are subject to
receipt by the Company of a duly  executed  and  acknowledged  Waiver and  Release in the
form  attached  hereto as Exhibit A. In no event  shall  Executive  be  obligated  to
seek other employment or to take any other action by way of mitigation of the amounts
 payable to Executive  under any of the  provisions of this  Agreement.  The Company
agrees to pay, to the full extent permitted by law, all legal fees and expenses which
Executive may reasonably incur as a result of Executive’s successful collection
efforts to receive amounts payable hereunder. 



     
        11.
SUCCESSORS.  




             
             11.1
This Agreement is personal to Executive, and without the prior written consent of the
Company shall not be assignable by Executive other than by will or the laws of descent
and distribution. This Agreement shall inure to the benefit of and be enforceable by
Executive’s legal representatives.  




             
             11.2
The rights and obligations of the Company under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the Company.  



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        12.
GOVERNING LAW  




             
             12.1
This Agreement is made and entered into in the State of New York, and the internal laws
of New York shall govern its validity and interpretation in the performance by the
parties hereto of their respective duties and obligations hereunder.  




             
             12.2
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court located in White Plains, New York over any suit, action or
proceeding arising out of or relating to this Agreement. Each party hereby irrevocably
waives to the fullest extent permitted by law, (i) the right to a trial by jury; (ii) any
objection that they may now or hereafter have to the venue of any such suit, action or
proceeding brought in any such court; or (iii) any claim that any such suit, action or
proceeding has been brought in an inconvenient forum. Final judgement in any suit, action
or proceeding brought in any such court shall be conclusive and binding upon each party
duly served with process therein and may be enforced in the courts of the jurisdiction of
which either party or any of their property is subject, by a suit upon such judgement.  



     
        13.
MODIFICATIONS  




             
             This
Agreement may be amended or modified only by an instrument in writing executed by all of
the parties hereto. 



     
        14. NOTICES  




             
             Any
notice or  communications  required or permitted to be given to the parties  hereto
 shall be in writing and shall be delivered  personally  or be sent by United States
 registered or certified  mail,  postage  prepaid and return  receipt  requested,  or by
nationally  recognized  courier,  and addressed or delivered as follows,  or at such
other addresses the party addressed may have substituted by notice pursuant to this
Section: 









		To the Company:		To
      Executive:
	                          		                    	
		Drew Industries
      Incorporated 

      200 Mamaroneck Avenue 

      White Plains, New York, 10601

      Attention: President 

      		Fredric M.
      Zinn 

      29 Vixen Road 

      Trumbull, CT 06611






	


     
        15.
CAPTIONS  




             
             The
captions of this Agreement are inserted for convenience and do not constitute a part
hereof. 



     
        16.
SEVERABILITY  




             
             In
case 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 there shall be deemed substituted for such
invalid,  illegal or unenforceable  provision such other provision as will most nearly
accomplish the intent of the parties to the extent  permitted by the applicable law. In
case this Agreement,  or any one or more of the provisions  hereof,  shall be held to be
invalid,  illegal or unenforceable  within any  governmental  jurisdiction or subdivision
 thereof,  this Agreement or any such provision  thereof shall not as a consequence
 thereof be deemed to be invalid, illegal or unenforceable in any other governmental
jurisdiction or subdivision thereof. 



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        17.
COUNTERPARTS  




             
             This
Agreement may be executed in two or more  counterparts,  each of which shall be deemed an
original,  but all of which shall together  constitute one in the same Agreement. 




             
             IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and
delivered effective as of the day and year first written above. 









	
           

    	/s/ Fredric M.
      Zinn 

      Fredric M. Zinn 

      

      DREW INDUSTRIES INCORPORATED

      

      By: /s/ Leigh J. Abrams 

      

      Name: Leigh J. Abrams 

      

      Title: President and CEO 






	


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Exhibit A 



CHANGE IN CONTROL
AGREEMENT 



Waiver and Release 




             
             The
attached Waiver and Release Agreement is to be executed by Executive upon the occurrence
of a Qualifying Termination under the Change in Control Agreement. 



WAIVER AND RELEASE AGREEMENT 




             
             This
Waiver and Release Agreement (the “Waiver and Release”) is entered into by and
among Drew Industries  Incorporated,  a Delaware corporation (“Drew”) and
Fredric M. Zinn (“Executive”) this ________ day of ________, 200_. 



     
        1.
General Waiver and Release  




             
             For
and in  consideration  of the agreement of the Company to provide  Executive  the
Severance  Payment  described in the Change in Control  Agreement,  dated as of September
12, 2003, among Executive and the Company (the  “Agreement”),  Executive,  with
the intention of binding himself and all of his heirs,  executors,  administrators  and
assigns, does hereby  release,  remise,  acquit and forever  discharge the Company,  and
all of its respective  past and present  officers,  directors,  stockholders,  employees,
 agents,  parent corporations,  predecessors,  subsidiaries,  affiliates,  estates,
successors, assigns and attorneys (hereinafter collectively referred to as “Released
Parties”) from any and all claims, charges,  actions, causes of action, sums of
money due, suits, debts, covenants,  contracts,  agreements,  rights, damages,  promises,
 demands or liabilities  (hereinafter  collectively referred to as “Claims”)
whatsoever,  in law or in equity, whether known or unknown,  suspected or unsuspected,
 which Executive,  individually or as a member of any class, now has, owns or holds or
has at any time  heretofore  ever had,  owned or held  against the  Released  Parties
 including,  but not  limited to,  Claims  arising out of or in any way  connected  with
Executive’s employment with the Company or any of the Released Parties or the
termination of any such employment relationship,  including, but not limited to, Claims
pursuant to Federal, state or local  statute,  regulation,  ordinance or common-law  for
(i)  employment  discrimination;  (ii) wrongful  discharge;  (iii) breach of contract;
 (iv) tort actions of any type, including those for intentional or negligent infliction
of emotional harm; and (v) unpaid benefits, wages,  compensation,  commissions,  bonuses
or incentive payments of any type, except as follows: 




             
             1.1
       those obligations of the Company and its affiliates under the Agreement, pursuant
to which this Waiver and Release is being executed and delivered; 




             
             1.2
claims, if any, for Executive’s accrued or vested benefits under the retirement
plans, savings plans, stock options, investment plans and employee welfare benefit plans,
if any, of the Released Parties (within the meaning of Section 3(1) of the Employee
Retirement Income Security Act of 1974 (“ERISA”)), as amended; provided,
however, that nothing herein is intended to or shall be construed to require the Released
Parties to institute or continue in effect any particular plan or benefit sponsored by
the Released Parties and the Company and all other Released Parties hereby reserve the
right to amend or terminate any such plan or benefit at any time; and  



8 



















	





             
             1.3
any rights to indemnification or advancement of expenses to which Executive may otherwise
be entitled pursuant to the articles of incorporation or bylaws of any of the Released
Parties, or by contract or applicable law, as a result of Executive’s service as an
officer or director of any of the Released Parties. Executive further understands and
agrees that he has knowingly relinquished, waived and forever released any and all
remedies arising out of the aforesaid employment relationship or the termination thereof,
including, without limitation, claims for backpay, front pay, liquidated damages,
compensatory damages, general damages, special damages, punitive damages, exemplary
damages, costs, expenses and attorneys’ fees.  



     
        2.
Covenant Not to Sue  




             
             Executive
 acknowledges  and agrees that this  Waiver and Release may not be revoked at any time
and that he will not  institute  any suit,  action,  or  proceeding, whether at law or
equity,  challenging the enforceability of this Waiver and Release.  Should Executive
ever attempt to challenge the terms of this Waiver and Release,  attempt to obtain an
order  declaring  this Waiver and Release to be null and void,  or institute  litigation
 against any of the Released  Parties based upon a Claim which is covered by the terms of
this Waiver and Release,  Executive  will as a condition  precedent to such action repay
all monies paid to him under the terms of the Agreement and this Waiver and Release.
 Furthermore,  if Executive  does not prevail in an action to challenge this Waiver and
Release,  to obtain an order  declaring this Waiver and Release to be null and void, or
in any action against any of the Released  Parties based upon a Claim which is covered by
the Waiver and Release set forth herein,  Executive  shall pay to the Company  and/or the
 appropriate  Released  Parties all their costs and attorneys’ fees incurred in
their defense of Executive’s action. 



     
        3.
Denial of Liability  




             
             Executive
 acknowledges  and agrees that neither the payment of the  Severance  Payment under the
Agreement nor this Waiver and Release is to be construed in any way as an admission of
any liability whatsoever by the Company or any of the other Released Parties, by whom
liability is expressly denied. 



     
        4.
Agreement Not to Seek Further Relief  




             
             Executive
 acknowledges  and agrees that he has not, with respect to any  transaction  or state of
facts  existing  prior to the date of execution of this Waiver and Release,  filed any
complaints,  charges or lawsuits  against any of the Released  Parties with any
 governmental  agency or any court or tribunal,  with respect to any Claims related to
Executive’s  employment or the termination  thereof as provided in Section 1 hereof,
and that he will not do so at any time hereafter.  Executive further  acknowledges and
agrees that he hereby waives any right to accept any relief or recovery,  including costs
and attorneys’  fees, that may arise from any charge or complaint  before any
Federal,  state or local court or administrative agency against the Released Parties. 



9 



















	




     
        5.
Company Property  




             
             Executive
 agrees that he will not retain or destroy,  and will immediately  return to the Company,
 any and all property of the Company in his possession or subject to his control,
 including, but not limited to, keys, credit and identification cards, personal items or
equipment provided for his use, customer files, and information,  all other files and
documents relating to the Company and its business, together with all written or recorded
materials,  documents,  computer disks, plans, records or notes or other papers belonging
to the Company. Executive further agrees not to make, distribute or retain copies of any
such information or property. 



     
        6.
Non-Competition  




             
             6.1
During the period beginning with and ending on the earlier of (i) six (6) months from the
date of a Qualifying Termination, or (ii) the final installment of the Severance Payment
as provided in the Agreement (the “Restricted Period”), the Executive shall
not, directly or indirectly, undertake or perform services in or for, or render services
to, participate in, or have any financial interest in, or engage in, any business
competitive to that of the business of the Company or its subsidiaries or affiliates
(collectively, the “Affiliated Companies”) or solicit for employment or employ
any employee of the Company or the Affiliated Companies. For purposes hereof, a business
shall be deemed competitive if it is conducted in any geographic or market area in which
the Company or any of the Affiliated Companies are engaged in business during the
Restricted Period and involves the development, design, manufacture, marketing,
packaging, sale or distribution of any products developed, designed, manufactured sold or
distributed, or the offering of any services offered, by the Company or any of the
Affiliated Companies; and the Executive shall be deemed directly or indirectly to engage
in such business if he, or any member of his immediate family (i.e., his spouse and
children and their respective spouses and children) participates in such business, or in
any entity engaged in or which owns, such business, as an officer, director, employee,
consultant, independent contractor, inventor, product developer, partner, individual
proprietor, manager or as an investor who has made any loans, contributed to capital
stock or purchased any stock; provided, however, that the Executive will not at any time
utilize the names “Drew,” “Kinro,”“Better Bath,” “Lippert,” “Lippert
Components” or “LTM,” or any other names used by the Company or the
Affiliated Companies, in any business competitive to that of the business of the Company
or any of the Affiliated Companies, or any patent, trademark, tradename, service mark,
logo, copyright or similar intellectual property, whether or not registered, of any of
the Company or the Affiliated Companies, or any proprietary information of any of the
Company or the Affiliated Companies. The foregoing, however, shall not be deemed to
prevent the Executive from investing in securities if such class of securities in which
the investment is made is listed on a national securities exchange or is of a company
registered under Section 12(g) of the Securities Exchange Act of 1934, and such
investment represents less than five (5%) per cent of the outstanding securities of such
class.  




             
             6.2
The Executive agrees that all products, packaging, inventions, designs, patents, patent
applications, creations, ideas, techniques, methods, copyrightable materials, software,
whether or not registered, or any portions thereof, and any improvements or modifications
thereon, and any applications with respect to each of the foregoing, and any know-how or
procedures related thereto (whether or not patentable), which relate to the business and
products of the Company or the Affiliated Companies, conceived, invented, discovered or
executed by the Executive, whether or not marketed or utilized by the Company or any of
the Affiliated Companies, shall be the sole and exclusive property of the Company.  



10 



















	




     
        7.
Confidentiality Agreement  




             
             Executive
 acknowledges  that the terms of this  Waiver and  Release  are  confidential.
 Accordingly,  Executive  agrees not to disclose or publish to any person or entity,
except as required by law or as necessary to prepare tax returns, the terms and
conditions or sums being paid in connection with this Waiver and Release.  



     
        8.
Acknowledgment  




             
             Executive
 acknowledges  that he has carefully read and fully  understands the terms of this Waiver
and Release and the Agreement and that this Waiver and Release is executed by Executive
 voluntarily and is not based upon any  representations  or statements of any kind made
by the Company or any or the other Released Parties as to the merits,  legal liabilities
or value of his claims.  Executive further  acknowledges that he has had a full and
reasonable  opportunity to consider this Waiver Release and that he has not been
pressured or in any way coerced into executing this Waiver and Release. 



     
        9.
Choice of Laws  




             
             9.1
This Waiver and Release and the rights and obligations of the parties hereto shall be
governed and construed in accordance with the laws of the State of New York.  




             
             9.2
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the United
States District Court located in White Plains, New York over any suit, action or
proceeding arising out of or relating to this Agreement. Each party hereby irrevocably
waives to the fullest extent permitted by law, (i) the right to a trial by jury; (ii) any
objection that they may now or hereafter have to the venue of any such suit, action or
proceeding brought in any such court; or (iii) any claim that any such suit, action or
proceeding has been brought in an inconvenient forum. Final judgement in any suit, action
or proceeding brought in any such court shall be conclusive and binding upon each party
duly served with process therein and may be enforced in the courts of the jurisdiction of
which either party or any of their property is subject, by a suit upon such judgement.  



     
        10.
Severability  




             
             Except
for the waiver and release contained in Section 1 hereof,  if any provision of this
Waiver and Release is unenforceable or is held to be  unenforceable,  such provision
shall be fully severable,  and this Waiver and Release and its terms shall be construed
and enforced as if such  unenforceable  provision had never comprised a part hereof, the
remaining  provisions hereof shall remain in full force and effect,  and the court
construing the provisions shall add as a part hereof a provision as similar in terms and
effect to such unenforceable  provision as may be enforceable,  in lieu of the
 unenforceable  provision.  In the event that the release  contained in Section 1 hereof
is unenforceable or is held to be unenforceable,  the parties  understand  and agree that
the remaining  provisions of this Waiver and Release shall be rendered null and void and
that neither party shall have any further obligation under any provision of this Waiver
and Release 



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        11.
Entire Agreement  




             
             This
document  contains all terms of the Waiver and Release and supersedes and  invalidates
any previous  agreements or contracts  regarding the same subject matter. No
representations, inducements, promises or agreements, oral or otherwise, which are not
embodied herein shall be of any force or effect.  




             
             IN
WITNESS WHEREOF, the undersigned acknowledges that he has read this Waiver and Release
Agreement and sets his hand and seal this ____ day of ____________, 200_. 










			

      

      ________________________________________

      Fredric M. Zinn






	


Sworn to and subscribed before me
this 
_____ day of ______________, 200_ 




_________________________________

Notary Public 



My Commission Expires:


_____________________ 




12