Exe c u t i ve
      E mplo y ment A gr ee m ent
      for Dwig h t B erry




T H IS
        AG R EEMENT
        is
        ma d e
        as of th e
        28 th
        d ay
        of
        May, 2008, by and between Fushi Coppe r weld,
        Inc., a Nevada corporation ("Company") , and
        Dwight Berry, an indivi d ua l resident
        of Mississip p i
        ("Execut i ve").
  WHEREAS , Company i s
        engaged
        in the manufact u re,
        distribution , and
        sale
        of bimetallic wire and strand prod u cts;
        an d
  WHE R EAS,
        Company desires to emp l oy
        Executive as an executive of the Company consistent with the tem1S and
        conditions set fo rt h
        he r ein
        and
        Executive desire s to
        accept
        employment with the Company consistent with such terms and conditions upon
        the
        date of the execution of this Agreement (the " Effective
        Date") ;
  OW , THEREFORE , in
        consideration of the mutual promises contained herein , the
        parties agree as follows:
  I .  Employment . Company
        hereby employs Executive, and E x ecutive
        hereb y
 accepts
        emp l oyment
        on
        the terms and conditions hereinaf t er
        set
        forth .
  2.  Term
        of Emp l oyment . The
        initial term of employment under this
  Agreement
        shall be for a two-year period commencing on the Effective Date and terminating
        on the second anniversary of the Effecti v e
        Date
        (the " Term ") unle s s
        the
        Agreement is terminated earlier consistent with the provisions
        herein ; pro v ided
        that
        such Term shall be automatically extended for an additional two- y ear
        period upon the s ame
        terms
        and conditions contained herein on the expiration date of the Initial Term
        and
        on any additional term (each period being the "Term") unless a written notice o f
        non-renewal is g i ven
        by
        either party at least six fu ll months
        prior to the expiration date of the then current Term.
  3.  Nature
        of Employment . Executive
        shall be employed as Vice President , Commercial
        Development and consistent with , as
        such,
        Executive shall perform duties consistent with such position and duties assigned
        by and subject to the direction of the E x ecutive
        Vice President or any other such executive officer as may be design a ted
        in
        writing from time to time. If requested , Executive
        agrees to serve as an executive officer or director of the Company or other
        entity affiliated with the Company with no additional compensation. Executive
        shall b e
        based
        at the location of the Company in Fayetteville , Tennessee . Dur i ng
        the
        Term (inc l u d ing
        any
        extensions or renewa l s
        thereof), Executive shall have no other employment or provide services to
        any
        other person other than the Company and any affiliated enti t ies
        without the prior written consent of the Executive Committee.
        Accordingly , Exec u tive
        agrees to devote his full working time to the business of the Company;
        provi d ed,
        however, nothing herein contained shall restrict or prevent Executive from
        owning and dealing in stocks , bonds,
        securities , real
        e s tate ,
 
 1
  c ommodit i e s,
        or
        other investme n t
        p r o p e r t i es
        fo r
        h is
        own
        benefit or the benefit of his family. Fu rt her,
        nothing herein contained sha ll restrict
        or prevent Executive, subject to the prior app r oval
        of
        the Execu t ive
        Comm i ttee,
        f r om
        serving on the of directors of any entity, inc l uding
        any
        charitab l e , religious
        or civic entity, which does not directly or indirec t ly
        compete wit h t h e
        Co mp a n y
        a nd
        d oes
        not
        materially interfere with his duties and responsibilities with the Company.
  (a)  Annual
        Base Salary .
        Executive's annual salary rate for the services
        rendered on behalf of the Company and its subsidiaries during the Term shall
        be
        no less than $150,000.00 per year, subject t o
        a ppl icable
        withho l dings
        and
        deductions, payable in equal bi-weekly instal l ments . From
        time
        to time during the Term, Executive's base salary may be increased at the
        discretion of the Executive Committee, but shall in no event be decreased
        from
        the amo u nt
        of the
        base sa l ary
        in
        effect at that time. The Executive Committee sha ll review
        Execu t ive's b ase
        sa l ary
        at
        least on an annual basis.
  (b)  Annual
        Cash Bonus . In
        addition to Executive's base salary, Executive
        may be entit l ed
        to
        participate d u ring
        the
        Term in an annual cash bonus plan and equity incentive plans sponsored by
        the
        Co m pany
        as
        may be estab l ished
        by
        the from time to time . Any
        annual cash bonus sha l l
        be paid
        to Executive within two and one-half (2.5) months following the end of the
        fiscal year in which the Executive has a right to payment of the bonus.
  5.  Expenses .
        Executive is authorized to incur reasonable expenses in connection
        with the business of Company, including reasonable expenses for business
        travel
        and similar items , in
        accordance wit h Co m pany's
        business expense policy in effect from time to time. Company will reimburse
        Executive for all such expenses during any calendar year upon the presentation
        by Executive, from time to time, of an itemized account of expenditures
        applicab l e
        to such
        cale n dar
        year,
        but in no event later than the end of the calendar year follow i ng
        the
        calendar year in which such expenditures occurred .
  6.  Vacation . Executive
        shall be entitled to paid vacations during each calendar
        year of t h e
        Term at
        such times and for such duration as may be determined by the Executive
        Committee , taking
        into considera t ion
        the
        needs and requirements of Company for Executive's services; provided, however,
        the minimum paid vacation to which Executive shall be entitled in any calendar
        year is three (3) weeks, and Executive is not entitled to payment for any
        unused
        vaca t ion
        as of
        the end of any calendar year.
  7.  Additional
        Benefits .
        Duri n g
        the
        Term, the Company shall pay for and provide
        Executive with a term life ins u rance
        po l icy
        in an
        amount of $150,000.00 at standard, non - smoking
        insurance premi u m
        rates
        (or such lesser amount that can be provided at the same cost as such
        policy) . During
        the Term , Executive
        and , subject
        to the terms of the applicable plan, his eligible dependents shall have the
        right to participate in any Executive employee pension or we l fare
        be n efit
        p l ans
        provided by Company to its U . S.-based
        officers general l y,
        inc l uding
        any
        group l ife,
        hospitalization, medical, dental ,
 
 2
  accidental
        death and disability, l ong-term
        disability income replacement insurance , and
        retirement plans .
  8 .  Death
        During Employment . If
        Executive dies during the Term, Company shall
        pay
        to the estate of Executive (i) any accrued and unpaid s alary
        and
        (ii) any accrued and unpaid bonus for any prior f iscal
        year, and (iii) a pro rata amount of any bonus payable with respect to the
        fiscal year of service in which death occurs (such pro rata amount determined
        by
        multiply i ng
        the
        bonus that would have been paid for the full fiscal year had the Executive
        survived by a ratio, the numerator of which is the number of days since the
        beginning of the fiscal year until the date of death and the denominator
        of
        which is 365). This Agreement shall t h ereupon
        terminate, and Company shall have no further obligation to the estate of
        Executive.
  9 .  Pennanent
        Disability During Employment . If
        Executive becomes permanently
        disabled during the Term , Company
        shall pay to E x ecutive
        any accrued and unpaid base salary to which he would otherwise be entitled
        to
        the end of the month in which such permanent disability occurs . Thereafter , the
        Execut i ve
        shall
        continue to receive his then base salary, minus any payments provided by
        the
        Company ' s
        benefit
        plans (including disability benefits paid pursuant to Section 7 above) and
        by
        any government sponsored program, for a six (6) month period from the date
        of
        permanent disability . This
        Agreement shall thereupon terminate and Company shall have no further obligation
        to Executive except as may be provided under Company's long-term disability
        plans during the term of such disability and any pro rata portion of any
        bonus
        or incentive plan . Permanent
        disability for purposes of this Agreement shall mean a physical or mental
        condition of Executive that renders Executive incapable of performing the
        essential duties of his job and which condition shall be medically determined
        to
        be of permanent duration as same is construed under Company ' s
        disability plans.
  10 .  Termination
        for Cause .
        Company
        may terminate Executive ' s
        employment at
        any
        time "for Cause. " The
        term
        "for Cause" shall mean any act or failure to act on the part of the Executive
        which constitutes: (i) an unauthorized use or disclosure by the Executive
        of the
        Company's confidential information or trade secrets , which
        use
        or disclosure causes material harm to the Company ; (ii)
        a
        material breach by the Executive of any agreement between the employee and
        the
        Company; (iii) a material failure by the Executive to comply with the
        Company ' s
        written
        policies in compliance with the laws of the United States or a ny
        state
        thereof ; (iv)
        the
        Executive's indictment of , or
        plea
        of "glli
        . . l1y " or
        " no
        contest "
        to , a
        fe l ony
        under
        the laws of the United States or any state thereof or any foreign jurisdiction
        in which the Company conducts business which if occurring in the United States
        would constitute a felony under its laws or the laws of any state thereof;
        (v)
        the E xecutive' s gross
        negligence or willful misconduct that results in material harm to the
        Company ; or
        (vi) a
        continual failure by the Executive to perform assigned duties after receiving
        written notification of such failure from the Executive Committee. Company
        shall
        be entitled to terminate the employment relationship hereunder upon thirty
        (30)
        days' prior written notice to Executive, which notice shall state the reason
        for
        such termi n ation , and
        during such notice period Executi v e
        shall
        be removed from his du t ies
        and
        responsibilities . In
        the
        event of a termination for cause ,
 
 3
  Company
        shall pay Executive any accrued and unpaid salary and any accrued and unpaid
        bonus for any prior fiscal year, and Company shall have no further obligation
        or
        liability to Executive under this Agreement .
  11 .  Termination
        for Good Reason .
        If any
        of the following events occurs after the
        Effective Date, the Executive may resign from his employment for Good Reason
        by
        giving written notice of resignation within 60 days following such event:
  (a)  a
        materi a l
        reduction in the scope of the Executive's assigned duties and
        responsibilities from those in effect under this Agreement on the Effective
        Date
        or the assignment of duties or responsibilities that are inconsistent with
        the
        Executive's status in the Company;
  (c)  the
        failure by the Company to continue to provide the Executive with
        benefits substantially similar to those speci f ied
        in
        Section 7 of this Agreement unless the new owner of the Company or the Company
        deem it necessary to change such benefits in order to conform to a pplicable
        law; or
  Any
        written notice of resignation for Good Reason shall describe in reasonable
        detail the circumstances believed to constitute Good Reason. Notwithstanding
        Executive's provision of a notice of resignation for Good Reason, the Company
        has a right to remedy or cure for a period of 30 days following its receipt
        of
        such notice the circumstances described by the Executive as constituting
        Good
        Reason and Executive ' s
        resignation shall become effect i ve
        on the
        31 st day following notice to the Company if the Company fails to remedy
        or cure
        the circumstances constituting Good Reason within such 30 - day
        period.
  12.  Severance
        upon Termination Without Cause or for Good Reason. If, during
        the Term, Company tem1inates Executive's employment with the Company and
        its
        subsidiaries for any reason other than for Cause or Executive's death or
        disability, or Executive terminates his employment for Good Reason (not
        including Company ' s
        or
        Executive's non-renewal of the Term) and Executive executes and delivers
        to the
        Company a valid and effective release of all claims against the Company and
        its
        affiliates in a form and format as prepared and provided by the Company,
        the
        Executive shall be entitled to receive (i) a lump sum cash payment in the
        amount
        of any accrued and unpaid salary as of his date of terminat i on,
        (ii)
        a lump sum cash payment equal to any accrued and unpaid bonus for any prior
        fiscal year, (iii) a lump sum cash payment equal to the pro rata amount of
        any
        bonus payable with respect to the fiscal year in which termination occurs
        (such
        pro rata amount determined by mu l tiplying
        the bonus that would have been paid for the full fiscal year had t he
        Executive continued to render service to the Company as of the last day of
        the
        fiscal year multiplied by a ratio, the numerator of which is the
 
 4
  number
        of
        days since the beginning of the fiscal year until the date of termination
        and
        the denominator of which is 365) , (iv)
        an
        amount equal to the sum of (a) 50 % of
        his
        then current annual base salary and (b) 50 % of
        the
        average annual cash bonus payments paid by the Company to the Executive during
        the preceding three (3) fiscal y ears
        of
        the Company, and such sum shall be payable in six (6) substantially equal
        monthly payments; provided that each payment is intended to constitute a
        separate payment within the meaning of Section 409A of the Internal Revenue
        Code
        of 1986, as amended ("Code") . Further , the
        Company shall continue t he
        medical and life insurance benefits which Executive was receiving on the
        date of
        his termination , with
        any
        related costs to be paid by Executive being no more than what Executive had
        been
        paying prior to the date of termination, for a period of six (6) months after
        the date of his termination ; provided
        such continued coverage shall end on the date Executive has commenced employment
        elsewhere and becomes eligible for participation in a similar type of benefit
        program of his successor employer . Except
        as
        provided in this Section 12, Executive shall not be entitled to any other
        severance b enefits
        from the Company or any of its subsidiaries or affiliates, and the Company
        shall
        have no other obligation or liability to Executive under this
        Agreement .
  13.  Board / Committee
        Resignation .
        Upon
        termination of Executive's employment
        for any r eason,
        Executive agrees to resign, as of the date of such termination and to the
        extent
        app l icable , fr o m
        the
        Board (and any committees thereof) and the Board of Directors (and any
        committees thereof) of any of the Compan y' s
        affiliate s for
        which
        he may serve as a Director .
  14.  Property
        of Company . Executive
        agrees that upon the termination of his employment
        he will turn over to Company all property and confidential infonnation of
        Company which has come into his possession w h ile
        an
        Executive of Company .
  (a)  Non-competition .
        As a
        separate document, Executive agrees to sign
        Fushi Copperweld's Employee Nondisclos u re,
        Noncompetition, and Intellectual Property Agreement . Executive
        understands that execution of this agreement is a condition of the effectiveness
        of this Executive Employment Agreement .
  (b)  Respect
        for Economic Re l ationships .
        Executive will not , during the
        term
        of his employment under this Agreement including any renewals or extensions
        thereof, and for a period of eighteen (18) months thereafter, in any
        fashion , form , or
        manner, either direct l y
        or
        indir e ctly , solicit , interfere
        with, or otherwi s e
        be
        involved with any customer or person , firm
        or
        corporation regularly dealing with Company or directl y or
        indirectly interfere with, enti c e
        away,
        or otherwise materially adversely affect its relationship with the Company o r
        to
        diminish its business with the Company, or to cause any other entity to employ
        any other employee of Company .
  (c)  Validity
        of Covenants .
        Executive agrees that the covenants contained
        in this Sec t ion
        are
        re a sonably
        necessary to protect the legitimate interests of
 
 5
  Company,
        are reasonable with r espec t to t ime,
        te r ritory
        an d scope,
        and do not interfere with the interests of the public. Executive f urth er
        agrees
        that the descriptions of the covenants contained in this Section are
        suff i cien tl y
        accurate and definite to inform Executive of the scope of such c ovenants.
        Execut i ve
        agrees
        that the Term, increase in base salary represented by Section 4(a), and
        termination p rovisions
        contained in Sections 2, 10, 1 1,
        and 12
        above consti tut e
        f u l l y
        adeq u ate
        and
        sufficient consideration for the covenants contained in Sections 15 and 17
        of
        th i s Agreement .
  (d)  Specific
        Performance . Executive
        agrees that a breach or violation of
        any of
        the covenants under this Section will r e sult
        in
        immediate and irreparable harm to Company in an amount which will be
        impossib l e
        to
        ascertain at the time of the breach or vio l a t ion
        and
        that the award o f monetary
        dam a ges
        wi ll
        n ot
        be
        adequate re l ief
        to
        Company. Therefore , the
        fa i lu r e
        on the
        part of Execu t ive
        to
        perform al l of
        the
        covenants established by this Section shall give rise to a right to Company
        to
        obtain enforcement of this Section in a court of equity by a decree of specific
        performance or other injuncti v e
        relief . This
        remedy , however , shall
        be
        cumulative and in addition to any other remedy Company may ha v e .
  (e)  Survival
        of Covenants .
        T h e
        prov i sions
        of
        this Section 15 sha l l survive
        the termination of this Agreement and Executive's employment for any
        reason .
  16.  Patent
        and Trademark Ass i gnme n t . If
        Executive creates, invents , design s, develops , contributes
        to or improves any works of authorship , inventions , intellectual
        property, materia l s,
        documents or other work product (including without limitation , research,
        reports , software , databases , systems,
        applications , presentations,
        textual works , content,
        or audiovisual materials) , either
        alone o r with
        third parties , at
        any
        time during Executive ' s
        employment by the Company and within the scope of such employment
        and / or
        with
        the use of any Company resources, without additional consideration Executive
        hereby irrevocably assigns , transfers a nd
        conveys to Company , to
        the
        maxim u m
        extent
        permitted by a p plicab l e l aw,
        a l l
        rights,
        ti tl e,
        and
        i n terest
        in
        and to any and a ll trade
        secrets, inventions , l etters
        patent, app l ications
        for letters patent, and trademarks whether or not subject to state or
        fed e ral
        trademark. Executi v e
        further
        agrees to disclose promptl y to
        Company any such works of authorship , inventions , intellectual
        property, materials , documents
        or other work product , and , at
        the
        reque s t
        and
        expense of Company , to
        apply
        for letters patent or registrati o n
        thereon
        in every jurisdiction designated by Company. Executive represents that he
        has
        comp l ied
        with
        this provision as contained in his employment agreement with the
        Company , dated
        January 1 , 2007 .
  17.  Confidential
        Information . Execu t ive
        agrees both during the Term and thereafter
        to keep secret and confidentia l a ll information
        labeled confidential or not generally known which is heretofore or h ereafter
        acquired concerning the business and affairs of Company , including
        without limita t io n ,
        information regarding trade secrets, proprietary processes, confidential
        business p l ans,
        market research data and financial data, and further agrees not to disclose
        any
        such information to any person , firm , or
        corporation or use the same in any manner other than in furtherance of the
        business or affairs of Company or unless such information s h all
        become public knowledge by other
 
 6
  means
        Executive agrees that such information is a valuable, s pecial , and
        unique asset of Company . Upon
        th e termination
        of Executive ' s
        employment w ith
        Compan y, E x ecuti ve
        s hall
        immediatel y return
        to
        Compan y all
        documents , records , notebooks , and s imilar
        repo s itories
        of information rela t ing
        to
        confidential inforn1ation of Company and / or
        the
        development of any inventions. The provisions of this Section 17 shall
        survive the termination of thi s A g reement
        and Executive ' s
        employment for any rea s on .
  18 .  Wai ve r
        of
        Breach . The
        wai v er
        by
        Company or E x ecutive
        of any breach of a
        provision of this Agreement shall not operate or be construed as , a
        waiver
        of any s ub s equent
        breach b y the
        parties.
  19.  Notice .
        All
        notices, requests, demands, payments, or other communications
        her e under
        shall be deemed to have been duly given if in w riting
        and hand deli v er e d o r se nt
        b y c e rtif i ed
        or
        registered mail , return
        r e ce i pt r eque s t e d , to
        the
        appropriate addre ss indi c ated
        belo w or
        to
        such other address as m ay b e
        g i ve n
        in a noti ce sent
        to
        all parties hereto :
  (a)
              If to Company,to:
                James
                  A Todd
                Fushi
                  Copperweld,Inc.
                254Cotton
                  Mill Road
                Fayetteville,Tennessee37334(b)
              If to Executive,to:
                Dwight
                  Berry
                5058
                  Bethesda Road Crystal
                Springs,MS
                  39059
 
 20.  Entire
        Agreement . This
        Agreement supersedes any and all other understandings
        and a greements , either
        oral or in writing , between
        the Executive , on
        on e hand , and
        the
        Compan y, the
        Subsidiar y or
        an y other
        subsidiary of the Compan y, on
        th e other
        hand , with
        re s pe c t
        to the s ubject
        matter hereof and constitu tes the s ol e
        a nd
        onl y agreement
        between s uch
        persons with respect to said subject matter . Each
        party to thi s Agreement
        ackno w l e dg es that
        no
        repre se ntations , inducements , promi s es , o r ag r e eme n t s , oral
        or
        other w i s e , h av e
        b e en
        m a de
        b y an y party
        or
        b y an y one
        actin g on
        beh a lf
        o f
        a n y party , which
        are
        not e mbodied
        herein, and that no agreement , statement , or
        promi s e
        not
        contained in this Ag r eement
        shall be valid or binding or of any force or effect . No
        ch a nge
        or
        modifi c at io n
        of this
        Agreement shall be v alid
        or
        binding upon t h e partie s hereto
        unless such c h a nge
        or
        modification is in w riting
        and i s signed
        b y th e p a rti es hereto.
  21 .  Se ve r a bilit y . If a n y one
        or
        more of the pro v isions c ont a ined
        in
        thi s Agreement
        shall be held by a court of competent jurisdiction to be in va lid , illegal , or
        unenforceable in an y respect
        for any reason , that
        invalidity , illegality , or
        unenforceabilit y
 
 7
  shall
        not
        affect any other provi s ions
        hereof, and this Agreement shall be construed as if that invalid, illegal,
        or
        unenforceable provision had never been contained herein.
  22.  Parties
        Bound .
        The
        terms, promises, covenants, and agreements contained in
        this
        Agreement shall apply to, be binding upon, and inure to the benefit of the
        parties hereto and their respective successors and assigns; provided, however,
        that this Agreement may not be assigned by Company or Executive without the
        prior written consent of the other party.
  23.  Settling
        Disputes .
        Subject
        to Sec t ion
        23(b), in any dispute, claim, question
        or difference arises with respect to this Agreement or its performance,
        enforcement, breach, termination or validity (a "Dispute"), the parties will
        use
        their reasonable efforts to attempt to settle the Dispute.
  (a)  Arbitration .
        Subject
        to Section 23(b), except as is expressly provided
        in this Agreement, if the parties do not reach a solution within a period
        of 30
        business days following the first notice of the Dispute by any party to the
        other, then upon written notice by any party to the other, the Dispute shall
        be
        finally settled by arbitration in accordance with the following procedures:
  (l)  The
        matter shall be determined by mandatory arbitration in Nashville, Tennessee
        by a
        Tennessee corporate lawyer who is rated "A V" by Martindale Hubbell Law
        Directory, who is selected by agreement of the parties to the dispute and
        shall
        be conducted in accordance with the Commercial Arbitration Rules of the American
        Arbitration Association. If the parties do not agree on the selection of
        an
        arbitrator, the arbitrator will be selected by the American Arbitration
        Association based on the criteria stated above. The parties to the dispute
        shall
        pay on a pro rata basis all fees and expenses charged by the American
        Arbitration Association for its services in selecting an arbitrator . The
        arbitrator shall base his or her award on applicable law and judicial precedent
        and, unless all parties agree
        otherwise, shall include in such award the findings of fact and conclusions
        of
        law upon which the award is based. Judgment on the award
        rendered b y
        the
        arbitrator may be entered in any court having jurisdiction thereof.
  (2)  The
        award
        of the arbitrator will be final and binding as to all the parties to the
        claim,
        dispute, or controversy and will not be subject to appeal, review, or
        re-examination by a court or the arbitrator, except for fraud, perjury, manifest
        clerical error, or evident partiality or misconduct by the arbitrator that
        prejudices the rights of a party to the arbitration. The award of the arbitrator
        may include an award of any damages other than treble, special, punitive,
        exemplary, or consequential damages, and, pursuant to the pleading of a ny
        party
        to the dispute, any court having jurisdiction may enter a judgmen t of
        any
        award rendered in the arbitration . The
        arbitrator shall award to the prevailing party in the arbitration, if
        any , as
        determined
 
 8
 by
        the
        arbitrator, all costs incurred by it in connection with the arbitration.
        Except
        as otherwise required by law, the arbitrator and the parties to the arbitration
        shall treat the arbitration proceeding as strictly confidential and shall
        not
        disclose the existence, content, or results of the arbitration without the
        advance written consent of every party to the arbitration .
  (3)  If
        any
        party fails to proceed with arbitration as provided herein or unsuccessfully
        seeks to stay such arbitration, or fails to comply with any arbitration award,
        the other party shall be entitled to be awarded costs , including
        reasonable attorneys' fees, paid or incurred by such other part y in
        successfully compelling such arbitration or defending against the attempt
        to
        stay, vacate or modify such arbitration award.
  (b)  Arbitration
        Does Not Apply .
        Nothing
        in this shall limit or prevent a
        party
        from seeking to enforce the perforn1ance of thi s Agreement
        by injunction or specific performance upon application to a court of competent
        jurisdiction without proof of actual damage (and without the requirement
        of
        posting a bond or other security).
  24.  Set
        Off . Company's
        obligation to pay Executive the amounts provided and
        to
        make arrangements provided hereunder shall be subject to set-off , counterclaim
        or recoupment of amounts owed by Executive to the Company or its affiliates.
  25 .  Withholding
        Ta x es. Company
        may withhold from any amount s pa y able under
        this Agreement such Federal, s tate
        and
        local taxes as may be required to be withheld pursuant to any applicable
        law or
        regulation .
  26.  Section
        409 A of the Code . It
        is the
        intention of the partie s to
        this Agreement
        that no payment or entitlement pursuant to this Agreement will give rise
        to any
        adverse tax consequences to the Executive under Section 409A of the Code
        and
        Department of Treasury regulations and other interpretative guidance
        thereunder , including
        that issued after the date hereof (collectively, "Section 409A") . The
        Agreement shall be interpreted to that end and , consistent
        with that objective and notwithstanding any provision herein to the
        contrary , Executive
        and the Company agree to amend this Agreement in order to avoid , if
        practicable, the application of such taxe s or
        interest under Section 409A and in a manner to preserve the economic benefits
        of
        this Agreement from Executive ' s
        perspective at no additional cost to the Company. Further, no effect shall
        be
        given to any provision herein in a manner that reasonably could be expected
        to
        give rise to ad v erse
        tax
        consequences under that provision. Notwithstanding any other provision herein,
        if the Executive is a "s pecified
        employee" (as defined in , and
        pursuant to , Treasury
        Regulation 1 . 409A-I(i»
        on the date of termination, no payment of compensation under this Agreement
        shall be made to the Executive during the period lasting six (6) months from
        the
        date of termination unless the Company determines that there is no reasonable
        basis for believing that making such payment would cause the Executive to
        suffer
        any adverse tax consequences pursuant to Section 409A . If
        any
        payment to the Executive is delayed pursuant to the foregoing
        sentence , such
        payment instead shall be made on the first business day following the expiration
        of the six - month


9


period
      referred to in the prior sentence. Moreover, in the event the Executive is
      required to execute a Release, no amoun t payable
      pursuant to Section 12 that is subject to Section 409A shall be paid prior
      to
      the expiration of the revocation period without regard to whether the Executive
      waives s u ch
      revocation right prior to the expiration of such period. Although the Company
      shall consult with the Executive in good faith regarding implementation of
      th i s
      Section
      26, neither the Company nor its employees or representatives shall have
      liabil i ty
      to the
      Executive with respect to any additional taxes that the Executive may be subject
      to in the event that any amounts under this Agreement are determined to violate
      Section 409A.




27.  Executive
      Representation . Executive
      hereby represents to the Company that
      the
      execution and delivery of this Agreement by Executive and the Company and the
      performance by the Executive of Executive's du t ies
      hereunder shall not constitute breach of, or otherwise contravene , the
      terms
      of any employment agreement or other agreement or policy to which Executive
      is a
      party or otherwise bound.




28 .  Cooperation .
      Executive shall provide Executive's reasonable cooperation in
      connection with any action o r proceeding
      (or any appeal from any action or proceeding) which relates to events occurring
      during Executive's employment hereunder . This
      provision shall survive any tennination of this Agreement or Executive's
      employment .




29.  Captions. Captions
      to the Sections of this Agreement are inserted solely for
      the
      con v enience
      of the parties, are not a part of this Agreement, and in no wa y define , limit,
      extend or describe the scope thereof or the intent of any of the provisions.




30.  Counterparts. This
      Agreement may be signed in counterparts , each
      of which
      shall be an original , with
      the
      same effect as if the signatures thereto and hereto were upon the same i nstrument .




31.  Applicable
      Law .
      This
      Agreement shall be construed and the legal relationship
      between the parties determined in accordance with the laws of the State of
      Tennessee without application of its choice of law rules.






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