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                                                                    EXHIBIT 10.8

                           CHANGE OF CONTROL AGREEMENT


This Change of Control Agreement (this "Agreement"), dated as of _______________
is between CENTERSPAN COMMUNICATIONS CORPORATION, an Oregon corporation (the
"Company"), and ________________________________ (the "Executive").

         The Board of Directors of the Company (the "Board") has determined that
it is in the best interests of the Company and its stockholders to ensure that
the Company will have the continued dedication of the Executive, notwithstanding
the possibility, threat or occurrence of a Change of Control (as defined in
Appendix A to this Agreement, which is incorporated herein by this reference) of
the Company. The Board believes it is imperative to diminish the inevitable
distraction of the Executive arising from the personal uncertainties and risks
created by a pending or threatened Change of Control, to encourage the
Executive's full attention and dedication to the Company currently and in the
event of any threatened or pending Change of Control, to encourage the
Executive's willingness to serve a successor in an equivalent capacity, and to
provide the Executive with reasonable compensation and benefits arrangements in
the event that a Change of Control results in the Executive's loss of equivalent
employment.

         In order to accomplish these objectives, the Board has caused the
Company to enter into this Agreement.

1.       EMPLOYMENT

         1.1        CERTAIN DEFINITIONS

                  (a) "EFFECTIVE DATE" shall mean the first date during the
Change of Control Period (as defined in Section 1.1(b)) on which a Change of
Control occurs.

                  (b) "CHANGE OF CONTROL PERIOD" shall mean the period
commencing on the date of this Agreement and ending on the second anniversary of
such date; provided, however, that commencing on the date one year after the
date of this Agreement, and on each annual anniversary of such date (such date
and each annual anniversary thereof shall be hereinafter referred to as the
"Renewal Date"), the Change of Control Period shall be automatically extended so
as to terminate two years from such Renewal Date unless the Company gives prior
notice to the Executive that the Renewal Date shall not occur and the Change of
Control Period shall not be extended.

         1.2        EMPLOYMENT PERIOD

         The Company hereby agrees to continue the Executive in its employ or in
the employ of its affiliated companies, and the Executive hereby agrees to
remain in the employ of the Company or its affiliated companies, in accordance
with the terms of this Agreement, for a period commencing on the Effective Date
and ending on the second anniversary of such date (the "Employment Period").

         1.3        POSITION AND DUTIES

         During the Employment Period, the Executive's position, authority,
duties and responsibilities shall be at least reasonably commensurate in all
material respects with the most

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significant of those held, exercised and assigned at any time during the 90-day
period immediately preceding the Effective Date.

         1.4        LOCATION

         During the Employment Period, the Executive's services shall be
performed at the Company's headquarters on the Effective Date or any office
which is subsequently designated as the headquarters of the Company and 40 miles
or less from such location.

         1.5        EMPLOYMENT AT WILL

         The Executive and the Company acknowledge that, except as may otherwise
be expressly provided under any other written employment agreement between the
Executive and the Company, the employment of the Executive by the Company or its
affiliated companies is "at will" and may be terminated by either the Executive
or the Company or its affiliated companies at any time. Moreover, if prior to
the Effective Date the Executive's employment with the Company or its affiliated
companies terminates, then the Executive shall have no further rights under this
Agreement.

2.       ATTENTION AND EFFORT

         During the Employment Period, and excluding any periods of vacation and
sick leave to which the Executive is entitled, the Executive will devote all of
his productive time, ability, attention and effort to the business and affairs
of the Company and the discharge of the responsibilities assigned to him
hereunder, and will use his best efforts to perform faithfully and efficiently
such responsibilities. It shall not be a violation of this Agreement for the
Executive to (a) serve on corporate, civic or charitable boards or committees,
(b) deliver lectures, fulfill speaking engagements or teach at educational
institutions, and (c) manage personal investments, so long as such activities do
not significantly interfere with the performance of the Executive's
responsibilities in accordance with this Agreement. It is expressly understood
and agreed that to the extent any such activities have been conducted by the
Executive prior to the Employment Period, the continued conduct of such
activities (or the conduct of activities similar in nature and scope thereto)
during the Employment Period shall not thereafter be deemed to interfere with
the performance of the Executive's responsibilities to the Company.

3.       COMPENSATION

         During the Employment Period, the Company agrees to pay or cause to be
paid to the Executive, and the Executive agrees to accept in exchange for the
services rendered hereunder by him, the following compensation:

         3.1        SALARY

         The Executive shall receive an annual base salary (the "Annual Base
Salary"), at least equal to the annual salary established by the Board or the
Compensation Committee of the Board (the "Compensation Committee") for the
fiscal year in which the Effective Date occurs. The Annual Base Salary shall be
paid in substantially equal installments and at the same intervals as the
salaries of other officers of the Company are paid.


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4.       BENEFITS

         4.1        BENEFIT PLANS; VACATION

         During the Employment Period, the Executive shall be entitled to
participate, subject to and in accordance with applicable eligibility
requirements, in such fringe benefit programs as shall be provided to other
executives of the Company and its affiliated companies from time to time during
the Employment Period by action of the Board (or any person or committee
appointed by the Board to determine fringe benefit programs and other
emoluments), including, without limitation, paid vacations; any incentive,
savings and retirement plan, practice, policy or program; and all welfare
benefit plans, practices, policies and programs (including, without limitation,
medical, prescription, dental, disability, salary continuance, employee life,
group life, accidental death and travel accident insurance plans and programs).

         4.2        EXPENSES

         During the Employment Period, the Executive shall be entitled to
receive prompt reimbursement for all reasonable employment expenses incurred by
him in accordance with the policies, practices and procedures of the Company and
its affiliated companies in effect for the executives of the Company and its
affiliated companies during the Employment Period.

5.       TERMINATION

         Employment of the Executive during the Employment Period may be
terminated as follows but, in any case, the nondisclosure and noncompetition
provisions set forth in Section 8 hereof shall survive the termination of this
Agreement and the termination of the Executive's employment with the Company:

         5.1        BY THE COMPANY OR THE EXECUTIVE

         Upon giving Notice of Termination (as defined below), the Company may
terminate the employment of the Executive with or without Cause (as defined
below), and the Executive may terminate his employment for Good Reason (as
defined below) or for any reason, at any time during the Employment Period.

         5.2        AUTOMATIC TERMINATION

         This Agreement and the Executive's employment during the Employment
Period shall terminate automatically upon the death or Total Disability of the
Executive. The term "Total Disability" as used herein shall mean the Executive's
inability (with or without such accommodation as may be required by law and
which places no undue burden on the Company), as determined by a physician
selected by the Company and acceptable to the Executive, to perform the duties
set forth in Section 1.3 hereof for a period or periods aggregating 120 calendar
days in any 12-month period as a result of physical or mental illness, loss of
legal capacity or any other cause beyond the Executive's control, unless the
Executive is granted a leave of absence by the Board. The Executive and the
Company hereby acknowledge that the Executive's presence and ability to perform
the duties specified in Section 1.3 hereof is of the essence of this Agreement.


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         5.3        NOTICE OF TERMINATION

         Any termination by the Company or by the Executive during the
Employment Period shall be communicated by Notice of Termination to the other
party given in accordance with Section 10 hereof. The term "Notice of
Termination" shall mean a written notice which (a) indicates the specific
termination provision in this Agreement relied upon and (b) to the extent
applicable, sets forth in reasonable detail the facts and circumstances claimed
to provide a basis for termination of the Executive's employment under the
provision so indicated. The failure by the Executive or the Company to set forth
in the Notice of Termination any fact or circumstance which contributes to a
showing of Good Reason or Cause shall not waive any right of the Executive or
the Company hereunder or preclude the Executive or the Company from asserting
such fact or circumstance in enforcing the Executive's or the Company's rights
hereunder.

         5.4        DATE OF TERMINATION

         During the Employment Period, "Date of Termination" means (a) if the
Executive's employment is terminated by reason of death, at the end of the
calendar month in which the Executive's death occurs, (b) if the Executive's
employment is terminated by reason of Total Disability, immediately upon a
determination by the Company of the Executive's Total Disability, and (c) in all
other cases, five days after the date of mailing of the Notice of Termination.
The Executive's employment and performance of services will continue during such
five-day period; provided, however, that the Company may, upon notice to the
Executive and without reducing the Executive's compensation during such period,
excuse the Executive from any or all of his duties during such period.

6.       TERMINATION PAYMENTS

         In the event of termination of the Executive's employment during the
Employment Period, all compensation and benefits set forth in this Agreement
shall terminate except as specifically provided in this Section 6.

         6.1 TERMINATION BY THE COMPANY FOR OTHER THAN CAUSE OR BY THE EXECUTIVE
             FOR GOOD REASON

         If the Company terminates the Executive's employment other than for
Cause or the Executive terminates his employment for Good Reason prior to the
end of the Employment Period, the Executive shall be entitled to:

                  (a)      receive payment of the following accrued obligations
(the "Accrued Obligations"):

                           (i)      the Executive's Annual Base Salary through
         the Date of Termination to the extent not theretofore paid;

                  (b)   for eighteen months after the Date of Termination, the
Company shall continue its group health insurance benefits and other group
insurance programs (such as life, disability, etc.) to the Executive and/or the
Executive's family at least equal to those which would have been provided to
them in accordance with the Company plans that would have been available to
Executive if the Executive's employment had not been terminated; PROVIDED,
HOWEVER, that if the Executive becomes reemployed with another employer and is
eligible to receive health or other


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group insurance benefits under another employer-provided plan, the health and
other group insurance benefits described herein shall be secondary to those
provided under such other plan during such applicable period of eligibility
(such continuation of such benefits for the period herein set forth shall be
hereinafter referred to as the "Welfare Benefit Continuation");

                  (c) an amount as severance pay equal to 100% of the Annual
Base Salary for the fiscal year in which the Date of Termination occurs; and

                  (d) Executive shall be entitled to reasonable, pre-approved
Company-paid outplacement assistance, including job counseling and referral
services, for a period of six (6) months following the date of termination of
employment at an aggregate cost of not more than $6,000.

         For purposes of the continuation health coverage required under Section
4980B of the Internal Revenue Code ("COBRA"), the date of the "qualifying event"
giving rise to Executive's COBRA election period (and that of his "qualifying
beneficiaries") shall be the last date on which the Executive receives Welfare
Benefit continuation under this Plan.

         6.2        TERMINATION FOR CAUSE OR OTHER THAN FOR GOOD REASON

         If the Executive's employment shall be terminated by the Company for
Cause or by the Executive for other than Good Reason during the Employment
Period, this Agreement shall terminate without further obligation to the
Executive other than the obligation to pay to the Executive his Annual Base
Salary through the Date of Termination.

         6.3        TERMINATION BECAUSE OF DEATH OR TOTAL DISABILITY

         If the Executive's employment is terminated by reason of the
Executive's death or Total Disability during the Employment Period, this
Agreement shall terminate automatically without further obligations to the
Executive or his legal representatives under this Agreement, other than for
payment of Accrued Obligations (which shall be paid to the Executive's estate or
beneficiary, as applicable in the case of the Executive's death), and the timely
payment or provision of the Welfare Benefit Continuation.

         6.4        PAYMENT SCHEDULE AND LIMITATION

         All payments under this Section 6 shall be made to the Executive at the
same intervals as such payments were made to him immediately prior to
termination.

         If either the Company or the Executive receives confirmation from the
Company's certified public accounting firm, or such other accounting firm
retained as independent certified public accountants for the Company, that any
payment by the Company under this Section 6 would be considered to be an "excess
parachute payment" within the meaning of Section 280G of the Internal Revenue
Code of 1986, as amended, or any successor statute then in effect, then the
aggregate payments by the Company pursuant to this Section 6 shall be reduced to
an amount which is $1.00 less than the smallest sum which would be deemed to be
such an "excess parachute payment" and, if permitted by applicable law, such
reduction shall be made to the last payment due hereunder; PROVIDED, FURTHER,
that, if permitted by applicable law, no such adjustment shall be made in any
year in which the Executive authorizes a reduction in the payment otherwise due
the Executive hereunder by an amount equal to any loss to be incurred by the
Company because such payments would not be


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deductible by the Company as a business expense for income tax purposes for the
reason that such payments constitute an "excess parachute payment" in that year.

         6.5        CAUSE

         For purposes of this Agreement, "Cause" means cause given by the
Executive to the Company and shall mean the occurrence of one or more of the
following events:

                  (a)      Any act of dishonesty by Executive intended to result
in substantial gain or personal enrichment of the Executive;

                  (b)      Executive personally engaging in knowing and
intentional illegal conduct which is injurious to the reputation of the Company
or its affiliates;

                  (c)      Executive's continued failure to substantially
perform the duties and obligations of his employment which are not remedied
within thirty (30) days after notice thereof from the Board of Directors or
Chief Executive Officer of the Company to Executive;

                  (d)      Executive being convicted of a felony, or committing
an act of dishonesty or fraud against, or the misappropriation of property
belonging to, the Company or its affiliates;

                  (e)      Executive's engagement in repeated substance abuse
which impairs his ability to perform the duties and obligations of Executive's
employment or impairs the reputation of the Company;

                  (f)      Executive personally engaging in any act of moral
turpitude that impairs the reputation of the Company;

                  (g)      Executive knowingly and intentionally breaching in
any material respect the terms of this Agreement (or any confidentiality
agreement of invention or proprietary information agreement with the Company);

                  (h)      Executive's commencement of employment with another
employer while he is an employee of the Company; or

                  (i)      Any material breach by Executive of any material
provision of this Agreement which continues uncured for thirty (30) days
following notice thereof.

         6.6        GOOD REASON

         For purposes of this Agreement, "Good Reason" means the occurrence of
any of the following events or conditions and the failure of the Company to cure
such event or condition within 30 days after receipt of written notice by the
Executive:

                  (a)      a change in the Executive's status, title, position
or responsibilities (including reporting responsibilities) that, in the
Executive's reasonable judgment, represents a substantial reduction in the
status, title, position or responsibilities as in effect immediately prior
thereto; the assignment to the Executive of any duties or responsibilities that,
in the Executive's reasonable judgment, are materially inconsistent with such
status, title, position or responsibilities; or any removal of the Executive
from or failure to reappoint or reelect the Executive to any of such


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positions (other than as a member of the board of directors), except in
connection with the termination of the Executive's employment for Cause, for
Disability or as a result of his or her death, or by the Executive other than
for Good Reason;

                  (b)      a reduction in the Executive's annual base salary;

                  (c)      the Company's requiring the Executive (without the
Executive's consent) to be based at any place outside a 35-mile radius of his or
her place of employment prior to a Change of Control, except for reasonably
required travel on the Company's business that is not materially greater than
such travel requirements prior to the Change of Control;

                  (d)      the Company's failure to (i) continue in effect any
material compensation or benefit plan (or the substantial equivalent thereof) in
which the Executive was participating at the time of a Change of Control,
including, but not limited to, the Plan, or (ii) provide the Executive with
compensation and benefits substantially equivalent (in terms of benefit levels
and/or reward opportunities) to those provided for under each material employee
benefit plan, program and practice as in effect immediately prior to the Change
of Control;

                  (e)      any material breach by the Company of its obligations
to the Executive under this Agreement; or

                  (f)      any purported termination of the Executive's
employment or services for Cause by the Company that does not comply with the
terms of this Agreement.

         6.7        NO DUTY TO MITIGATE

         The Executive shall not be required to mitigate the amount of any
payment contemplated by this Agreement, nor shall any such payment be reduced by
any earnings that the Executive may receive from any other source.

7.       REPRESENTATIONS, WARRANTIES AND OTHER CONDITIONS

         In order to induce the Company to enter into this Agreement, the
Executive represents and warrants to the Company as follows:

         7.1        HEALTH

         The Executive is in good health and knows of no physical or mental
disability which, with or without any accommodation which may be required by law
and which places no undue burden on the Company, would prevent him from
fulfilling his obligations hereunder. The Executive agrees, if the Company
requests, to submit to periodic medical examinations by a physician or
physicians designated by, paid for and arranged by the Company. The Executive
agrees that the examination's medical report shall be provided to the Company.

         7.2        NO VIOLATION OF OTHER AGREEMENTS

         The Executive represents that neither the execution nor the performance
of this Agreement by the Executive will violate or conflict in any way with any
other agreement by which the Executive may be bound.


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8.       NONDISCLOSURE; NONCOMPETITION; RETURN OF MATERIALS

         The Company and the Executive hereby reaffirm the Employee Invention
and Nondisclosure Agreement previously executed by the Executive (attached as
Exhibit A to this Agreement), and expressly incorporated herein as part of this
Agreement. Consistent with the Employee Invention and Nondisclosure Agreement,
Executive agrees that at no time during the Employment Period or within one year
thereafter will Executive become involved in any activity or with any business
entity anywhere in the world which directly or indirectly competes with any
product or service of the Company or its affiliates.

         All documents, records, notebooks, notes, memoranda, drawings or other
documents made or compiled by the Executive at any time, or in his possession,
including any and all copies thereof, shall be the property of the Company and
shall be held by the Executive in trust and solely for the benefit of the
Company, and shall be delivered to the Company by the Executive upon termination
of employment or at any other time upon request by the Company.

         The Executive understands that the Company will be relying on this
Agreement in continuing the Executive's employment, paying him compensation,
granting him any promotions or raises, or entrusting him with any information
which helps the Company compete with others.

9.       NOTICE AND CURE OF BREACH

         Whenever a breach of this Agreement by either party is relied upon as
justification for any action taken by the other party pursuant to any provision
of this Agreement, other than clause (b), (c) or (d) of Section 6.6 hereof,
before such action is taken, the party asserting the breach of this Agreement
shall give the other party at least ten days' prior written notice of the
existence and the nature of such breach before taking further action hereunder
and shall give the party purportedly in breach of this Agreement the opportunity
to correct such breach during the ten-day period.

10.      FORM OF NOTICE

         Every notice required by the terms of this Agreement shall be given in
writing by serving the same upon the party to whom it was addressed personally
or by registered or certified mail, return receipt requested, at the address set
forth below or at such other address as may hereafter be designated by notice
given in compliance with the terms hereof:

         If to the Executive:             _____________________________________
                                          _____________________________________
                                          _____________________________________

         If to the Company:               CenterSpan Communications Corporation
                                          7175 N.W. Evergreen Parkway, Suite 400
                                          Hillsboro, Oregon  97124

or such other address as shall be provided in accordance with the terms hereof.
Except as set forth in Section 5.4 hereof, if notice is mailed, such notice
shall be effective upon mailing.


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11.      ASSIGNMENT

         This Agreement is personal to the Executive and shall not be assignable
by the Executive. The Company may assign its rights hereunder to (a) any
corporation resulting from any merger, consolidation or other reorganization to
which the Company is a party or (b) any corporation, partnership, association or
other person to which the Company may transfer all or substantially all of the
assets and business of the Company existing at such time. All the terms and
provisions of this Agreement shall be binding upon and inure to the benefit of
and be enforceable by the parties hereto and their respective successors and
permitted assigns.

         The Company will require any successor (whether direct or indirect, by
purchase, merger, consolidation or otherwise) to all or substantially all the
business and/or assets of the Company to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean CenterSpan Communications Corporation and any
successor to its business and/or assets as aforesaid which assumes and agrees to
perform this Agreement by operation of law, or otherwise.

12.      WAIVERS

         No delay or failure by any party hereto in exercising, protecting or
enforcing any of its rights, titles, interests or remedies hereunder, and no
course of dealing or performance with respect thereto, shall constitute a waiver
thereof. The express waiver by a party hereto of any right, title, interest or
remedy in a particular instance or circumstance shall not constitute a waiver
thereof in any other instance or circumstance. All rights and remedies shall be
cumulative and not exclusive of any other rights or remedies.

13.      AMENDMENTS IN WRITING

         No amendment, modification, waiver, termination or discharge of any
provision of this Agreement, nor consent to any departure therefrom by either
party hereto, shall in any event be effective unless the same shall be in
writing, specifically identifying this Agreement and the provision intended to
be amended, modified, waived, terminated or discharged and signed by the Company
and the Executive, and each such amendment, modification, waiver, termination or
discharge shall be effective only in the specific instance and for the specific
purpose for which given. No provision of this Agreement shall be varied,
contradicted or explained by any oral agreement, course of dealing or
performance or any other matter not set forth in an agreement in writing and
signed by the Company and the Executive.

14.      APPLICABLE LAW

         This Agreement shall in all respects, including all matters of
construction, validity and performance, be governed by, and construed and
enforced in accordance with, the laws of the State of Oregon, without regard to
any rules governing conflicts of laws.

15.      SEVERABILITY

         If any provision of this Agreement shall be held invalid, illegal or
unenforceable in any jurisdiction, for any reason, including, without
limitation, the duration of such provision, its geographical scope or the extent
of the activities prohibited or required by it, then, to the full extent


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permitted by law, (a) all other provisions hereof shall remain in full force and
effect in such jurisdiction and shall be liberally construed in order to carry
out the intent of the parties hereto as nearly as may be possible, (b) such
invalidity, illegality or unenforceability shall not affect the validity,
legality or enforceability of any other provision hereof, and (c) any court or
arbitrator having jurisdiction thereover shall have the power to reform such
provision to the extent necessary for such provision to be enforceable under
applicable law.

16.      ENTIRE AGREEMENT

         This Agreement on and as of the date hereof constitutes the entire
agreement between the Company and the Executive with respect to the subject
matter hereof and all prior or contemporaneous oral or written communications,
understandings or agreements between the Company and the Executive with respect
to such subject matter are hereby superseded and nullified in their entireties,
with the exception of the Employee Invention and Nondisclosure Agreement
referenced in Section 8.

17.      WITHHOLDING

         The Company may withhold from any amounts payable under this Agreement
such federal, state or local taxes as shall be required to be withheld pursuant
to any applicable law or regulation.

18.      COUNTERPARTS

         This Agreement may be executed in counterparts, each of which
counterpart shall be deemed an original, but all of which together shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement on the date set forth above.


                                       EXECUTIVE


                                       _________________________________________

                                       CENTERSPAN COMMUNICATIONS
                                       CORPORATION


                                       By  _____________________________________
                                           Its__________________________________


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                                  APPENDIX A TO

                       CHANGE OF CONTROL AGREEMENT BETWEEN

                    CENTERSPAN COMMUNICATIONS CORPORATION AND

                            --------------------------



         For purposes of this Agreement, a "Change of Control" shall mean:

         (a) A "Board Change" which, for purposes of this Agreement, shall have
occurred if a majority (excluding vacant seats) of the seats on the Company's
Board are occupied by individuals who were neither (i) nominated by a majority
of the Incumbent Directors nor (ii) appointed by directors so nominated. An
"Incumbent Director" is a member of the Board who has been either (i) nominated
by a majority of the directors of the Company then in office or (ii) appointed
by directors so nominated, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of either an actual or
threatened election contest (as such terms are used in Rule 14a-11 of Regulation
14A promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person (as hereinafter defined) other than the
Board; or

         (b) The acquisition by any Person (within the meaning of Section
13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of (i) 20% or more of
either (A) the then outstanding shares of Common Stock of the Company (the
"Outstanding Company Common Stock") or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the "Outstanding Company Voting Securities"), in the case
of either (A) or (B) of this clause (i), which acquisition is not approved in
advance by a majority of the Incumbent Directors, or (ii) 33% or more of either
(A) the Outstanding Company Common Stock or (B) the Outstanding Company Voting
Securities, in the case of either (A) or (B) of this clause (ii), which
acquisition is approved in advance by a majority of the Incumbent Directors;
PROVIDED, HOWEVER, that the following acquisitions shall not constitute a Change
of Control: (x) any acquisition by the Company, (y) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (z) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions described in
clauses (i), (ii) and (iii) of subsection (c) of this Appendix A are satisfied;
or

         (c) Approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, unless, immediately following such
reorganization, merger or consolidation, (i) more than 60% of, respectively, the
then outstanding shares of common stock of the corporation resulting from such
reorganization, merger or consolidation and the combined voting power of the
then outstanding voting securities of such corporation entitled to vote
generally in the election of directors is then beneficially owned, directly or
indirectly, by all or substantially all the individuals and entities who were
the beneficial owners, respectively, of the Outstanding Company Common Stock and
the Outstanding Company Voting Securities immediately prior to such
reorganization, merger or consolidation in substantially the same proportion as
their ownership


<PAGE>

immediately prior to such reorganization, merger or consolidation of the
Outstanding Company Common Stock and the Outstanding Company Voting Securities,
as the case may be, (ii) no Person (excluding the Company, any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
reorganization, merger or consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or consolidation, directly or
indirectly, 33% or more of the Outstanding Company Common Stock or the
Outstanding Voting Securities, as the case may be) beneficially owns, directly
or indirectly, 33% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors, and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were the Incumbent Directors at the time of the execution of the
initial agreement providing for such reorganization, merger or consolidation; or

         (d) Approval by the stockholders of the Company of (i) a complete
liquidation or dissolution of the Company or (ii) the sale or other disposition
of all or substantially all the assets of the Company, other than to a
corporation with respect to which immediately following such sale or other
disposition, (A) more than 60% of, respectively, the then outstanding shares of
common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership, immediately
prior to such sale or other disposition, of the Outstanding Company Common Stock
and the Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation and any Person beneficially owning, immediately
prior to such sale or other disposition, directly or indirectly, 33% or more of
the Outstanding Company Common Stock or the Outstanding Company Voting
Securities, as the case may be) beneficially owns, directly or indirectly, 33%
or more of, respectively, the then outstanding shares of common stock of such
corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (C) at least a majority of the members of the board of directors
of such corporation were approved by a majority of the Incumbent Directors at
the time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.


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