<PAGE>

                                 EXHIBIT 10.4(g)
                                 ---------------

                              EMPLOYMENT AGREEMENT

OGDEN ENERGY GROUP, INC. (the "Company") and BRUCE W. STONE ("Executive") agree
to enter into this EMPLOYMENT AGREEMENT dated as of April 1, 1999, as follows:

1.   EMPLOYMENT.

The Executive is currently employed pursuant to an employment agreement dated
June 1, 1990 which the Company and Executive hereby terminate and enter into
this new agreement on such terms and as set forth herein.

The Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, upon the terms and subject to the conditions set forth
in this Agreement.

2.   EMPLOYMENT TERM.

The period of Executive's employment under this Agreement shall be for a period
of three years commencing as of April 1, 1999 (the "Effective Date") and
continuing until April 1, 2004 and until terminated in accordance with Section 5
below (the "Employment Term").

3.   DUTIES AND RESPONSIBILITIES.

(a)  The Company will employ Executive as its Executive Vice President and
     Managing Director. In such capacity, Executive shall perform the customary
     duties and have the customary responsibilities of such position and such
     other duties as may be assigned to Executive from time to time by the
     Company or by the Company's Board of Directors (the "Board").

(b)  Executive agrees to faithfully serve the Company, devote his full working
     time, attention and energies to the business of the Company its
     subsidiaries and affiliated entities, and perform the duties under this
     Agreement to the best of his abilities. Executive may perform services
     without direct compensation therefor in connection with the management of
     personal investments, or in connection with charitable or civic
     organizations. The Executive shall be excused from rendering his service
     during reasonable vacation periods and during other reasonable temporary
     absences as may be authorized by the Board.

(c)  Executive agrees (i) to comply with all applicable laws, rules and
     regulations, and all requirements of all applicable regulatory,
     self-regulatory, and administrative bodies; (ii) to comply with the
     Company's Policy of Business Conduct; and (iii) not to engage in any other
     business or employment without the written consent of the Company except as
     otherwise specifically provided herein.

4. COMPENSATION AND BENEFITS.

(a)  BASE SALARY. During the Employment Term, the Company shall pay Executive a
     base salary at the annual rate of $291,059 per year or such higher rate as
     may be determined from time to


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     time by the Board ("Base Salary"). Such Base Salary shall be paid in
     accordance with the Company's standard payroll practice for senior
     executives.

(b)  ANNUAL INCENTIVE BONUS. During the Employment Term, the Executive will be
     eligible for an annual incentive bonus in such amount as may be determined
     by the Board.

(c)  EXPENSE REIMBURSEMENT. The Company shall promptly reimburse Executive for
     the ordinary and necessary business expenses incurred by Executive in the
     performance of the duties under this Agreement in accordance with the
     Company's customary practices applicable to senior executives, PROVIDED
     that such expenses are incurred and accounted for in accordance with the
     Company's policy.

(d)  OTHER BENEFIT PLANS, FRINGE BENEFITS AND VACATIONS. Executive shall be
     eligible to participate in or receive benefits under any pension plan,
     profit sharing plan, 401(k) plan, non-qualified deferred compensation plan,
     medical and dental benefits plan, life insurance plan, short-term and
     long-term disability plans, incentive compensation plans, vacations, or any
     other fringe benefit plan, generally made available by the Company to
     senior executives. Except as otherwise provided in this Agreement, any such
     participation shall be in accordance with the provisions of such plans and
     nothing contained in this Agreement is intended to, or shall be deemed to,
     affect adversely any of Executive's rights as a participant under any such
     plans. Nothing herein shall prevent the Board from modifying or
     discontinuing any benefit plan on a consistent and non-discriminatory basis
     applicable to all such executives.

5.  TERMINATION OF EMPLOYMENT.

Executive's employment under this Agreement may be terminated under the
following circumstances:

(a)  DEATH. Executive's employment shall terminate upon Executive's death.

(b)  TOTAL DISABILITY. The Company may terminate Executive's employment upon his
     becoming "Totally Disabled". For purposes of this Agreement, Executive
     shall be "Totally Disabled" if he is physically or mentally incapacitated
     so as to render him incapable of performing his usual and customary duties
     under this Agreement. Executive's receipt of disability benefits under the
     Company's long-term disability plan or receipt of Social Security
     disability benefits shall be deemed conclusive evidence of Total Disability
     for purpose of this Agreement.

(c)  TERMINATION BY THE COMPANY FOR CAUSE. The Company may terminate Executive's
     employment for "Cause". Such termination shall be effective as of the date
     specified in the written Notice of Termination provided to Executive.

          Termination of employment by the Company for Cause shall be deemed to
          have occurred only if such termination directly results from: (A) an
          act or acts of dishonesty on Executive's part constituting a felony;
          (B) Executive's willful and continued failure to devote the time,
          attention, and effort necessary to substantially perform his duties as
          an executive officer of the Company in a manner consistent with
          Executive's past performance (other than any such failure resulting
          from Executive's incapacity due to physical or mental illness or total
          disability), after a demand for substantial performance is delivered
          to Executive by the Board which specifically identifies the manner in
          which the Board believes that Executive has not substantially


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          performed his duties and Executive is given a reasonable time after
          such demand substantially to perform his duties; (C) gross misconduct
          or gross negligence in connection with the business of the Company or
          an affiliate which has a material adverse effect on the Company and
          its subsidiaries, taken as a whole; or (D) a material breach of any of
          the covenants set forth in Section 7 hereof.

(d)  TERMINATION BY THE COMPANY WITHOUT CAUSE. The Company may terminate
     Executive's employment under this Agreement without Cause thirty (30) days
     after providing Notice of Termination to Executive.

(e)  TERMINATION BY EXECUTIVE. Executive may terminate his employment under this
     Agreement at any time after providing Notice of Termination to the Company.
     Such Notice shall state whether the Executive's termination is for "Good
     Reason". Termination of employment by Executive for Good Reason shall be
     deemed to have occurred, if Executive provides the Notice of Termination
     within 60 days after the occurrence of any of the following:

     (i)  A change in Executive's responsibilities, status, title, or position,
          which, in Executive's reasonable judgment, represents a diminution of
          Executive's responsibilities, status, title, or position, or any
          removal of Executive from, or any failure to re-elect Executive to,
          any of such titles, offices, or positions, PROVIDED that this clause
          shall not apply if Executive's -------- employment is terminated as a
          result of: (A) Executive's death, (B) Executive's Total Disability in
          accordance with Section 5(b), (C) Cause in accordance with Section
          5(c), or (D) Executive's voluntary termination in accordance with this
          Section 5(e) other than for Good Reason.

     (ii) A reduction by the Company in Executive's Base Salary.

    (iii) The failure by the Company to pay any material amount of current
          compensation owing to Executive, or any material amount of
          compensation deferred under any plan, agreement or arrangement of or
          with the Company owing to Executive, within 20 days after the
          Executive makes written demand for such amount.

     (iv) The failure by the Company to obtain an assumption (in form and
          substance reasonably satisfactory to the Executive, except in the case
          of a merger or consolidation which does not constitute a Change in
          Control for which no separate assumption is necessary) of the
          obligations of the Company under this Agreement by any successor to
          the Company.

     (v)  Any "Change in Control" of the Company as defined in Appendix A to
          this Agreement.

(f)  NOTICE OF TERMINATION. Any termination of Executive's employment by the
     Company or by Executive (other than by reason of Executive's death) shall
     be communicated by written Notice of Termination to the other party in
     accordance with Section 15 below. For purposes of this Agreement, a "Notice
     of Termination" shall mean a notice in writing which shall indicate the
     specific termination provision in this Agreement relied upon to terminate
     Executive's employment and shall set forth in reasonable detail the facts
     and circumstances claimed to provide a basis for termination of Executive's
     employment under the provision so indicated.


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(g)  TERMINATION DATE. Termination Date means (i) if Executive's employment is
     terminated because of his death, the date of death, or (ii) if employment
     is terminated for any other reason, the date specified in the Notice of
     Termination.

6. COMPENSATION FOLLOWING TERMINATION OF EMPLOYMENT.

(a)  TERMINATION BY REASON OF DEATH. In the event that Executive's employment is
     terminated by reason of Executive's death, the Company shall pay the
     following amounts to Executive's beneficiary or estate:

          (i) EARNED BUT UNPAID COMPENSATION. Any accrued but unpaid Base Salary
          for services rendered to the date of death, any accrued but unpaid
          expenses required to be reimbursed under this Agreement and any
          vacation accrued to the date of death.

          (ii) LUMP SUM PAYMENT. An amount equal to the Base Salary (at the rate
          in effect as of the date of Executive's death) which would have been
          payable to Executive if Executive had continued in employment until
          the last day of the month in which Executive's death occurs. Such
          amount shall be paid in a single lump sum cash payment within 30 days
          after Executive's death.

          (iii) OTHER BENEFITS. Any benefits to which Executive may be entitled
          pursuant to the plans, policies and arrangements referred to in
          Section 4(d) hereof as determined and paid in accordance with the
          terms of such plans, policies and arrangements.

(b)  TERMINATION BY REASON OF TOTAL DISABILITY. In the event that Executive's
     employment is terminated by reason of Executive's Total Disability prior to
     the last day of the Employment Term as determined in accordance with
     Section 5(b), the Company shall pay the following amounts to Executive:

          (i) EARNED BUT UNPAID COMPENSATION. Any accrued but unpaid Base Salary
          for services rendered to Executive's Termination Date, any accrued but
          unpaid expenses required to be reimbursed under this Agreement, any
          vacation accrued to the Termination Date.

          (ii) CONTINUATION OF BASE SALARY. An amount equal to (A) the Base
          Salary (at the rate in effect as of the date of Executive's Total
          Disability) which would have been payable to Executive if Executive
          had continued in active employment until the end of the 12-month
          period following Executive's Termination Date, or such longer period
          as may be determined by the Board, (B) reduced by amount of disability
          insurance benefits payable to Executive during such period under any
          employer-paid disability insurance plan. Payment shall be made at the
          same time and in the same manner as such compensation would have been
          paid if Executive had remained in active employment until the end of
          such period.

          (iii) OTHER BENEFITS. Any benefits to which Executive may be entitled
          pursuant to the plans, policies and arrangements referred to in
          Section 4(d) hereof shall be determined and paid in accordance with
          the terms of such plans, policies and arrangements.


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(c)  TERMINATION FOR CAUSE OR TERMINATION BY EXECUTIVE FOR OTHER THAN GOOD
     REASON. In the event that Executive's employment is terminated by the
     Company for Cause pursuant to Section 5(c), or by Executive pursuant to
     Section 5(e) for other than Good Reason, the Company shall pay the
     following amounts to Executive:

          (i) EARNED BUT UNPAID COMPENSATION. Any accrued but unpaid Base Salary
          for services rendered to Executive's Termination Date, any accrued but
          unpaid expenses required to be reimbursed under this Agreement and any
          vacation accrued to Executive's Termination Date.

          (ii) OTHER BENEFITS. Any benefits to which Executive may be entitled
          pursuant to the plans, policies and arrangements referred to in
          Section 4(d) hereof shall be determined and paid in accordance with
          the terms of such plans, policies and arrangements.

(d)  TERMINATION BY THE COMPANY WITHOUT CAUSE OR TERMINATION BY EXECUTIVE FOR
     GOOD REASON. Executive shall be entitled to the benefits described in this
     Section 6(d) in the event that Executive's employment is terminated (i) by
     the Company pursuant to Section 5(d) for reasons other than death, Total
     Disability, or Cause, or (ii) by Executive for Good Reason pursuant to
     Section 5(e).

          (i) EARNED BUT UNPAID COMPENSATION. The Company shall pay Executive
          any accrued but unpaid Base Salary for services rendered to
          Executive's Termination Date, any accrued but unpaid expenses required
          to be reimbursed under this Agreement and any vacation accrued to
          Executive's Termination Date.

          (ii) LUMP SUM PAYMENT. The Company shall pay Executive an amount equal
          to the product of five times the sum of (A) and (B) below:

                    (A) Executive's annualized Base Salary at the highest annual
               rate in effect at any time prior to the Termination Date; and

                    (B) the highest amount of annual bonus payable to Executive
               at any time prior to the Executive's Termination Date.

               This amount will be paid to Executive in a single lump sum within
          30 business days after the Termination Date.

          (iii) OTHER BENEFITS. Any benefits to which Executive may be entitled
          pursuant to the plans, policies and arrangements referred to in
          Section 4(d) hereof shall be determined and paid in accordance with
          the terms of such plans, policies and arrangements.

          (iv) NO MITIGATION REQUIRED. Executive shall not be required to
          mitigate the amount of any compensation provided for under this
          Section 6(d) by seeking other employment or otherwise, nor shall the
          amount of any payment provided for under this Agreement be reduced by
          any compensation earned by the Employee as the result of


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          employment with another employer after the Termination Date or by any
          other compensation.

          (v) NON-COMPETITION COVENANT DOES NOT APPLY. The restrictive covenant
          prohibiting competitive activity set forth in Section 7(b) below shall
          not be applicable to Executive and shall be null and void.

(e)  NO OTHER BENEFITS OR COMPENSATION. Except as may be provided under this
     Agreement, under the terms of any incentive compensation, employee benefit,
     or fringe benefit plan, applicable to Executive at the time of Executive's
     termination or resignation of employment, Executive shall have no right to
     receive any other compensation, or to participate in any other plan,
     arrangement or benefit, with respect to future periods after such
     termination or resignation.

7. RESTRICTIVE COVENANTS.

(a)  PROTECTED INFORMATION. Executive recognizes and acknowledges that he will
     have access to various confidential or proprietary information concerning
     the Company and entities affiliated with the Company of a special and
     unique value which may include, without limitation, (i) books and records
     relating to operations, finance, accounting, sales, personnel and
     management, (ii) policies and matters relating particularly to operations
     such as customer service requirements, costs of providing service and
     equipment, operating costs and pricing matters, and (iii) various trade or
     business secrets, including business opportunities, marketing or business
     diversification plans, business development and bidding techniques, methods
     and processes, financial data and the like (collectively, the "Protected
     Information"). Executive therefore covenants and agrees that he will not at
     any time, either while employed by the Company or afterwards, knowingly
     make any independent use of, or knowingly disclose to any other person or
     organization (except as authorized by the Company) any of the Protected
     Information.

(b)  COMPETITIVE ACTIVITY. Executive covenants and agrees that at all times
     during his period of employment with the Company, and for a period of two
     (2) years after the date of termination of his employment by reason of (i)
     termination by the Company for Cause in accordance with Section 5(c) above,
     or (ii) termination by the Executive in accordance with Section 5(e) above
     for other than Good Reason, he will not, directly or indirectly, engage in,
     assist, or have any active interest or involvement whether as an employee,
     agent, consultant, creditor, advisor, officer, director, stockholder
     (excluding holding of less than 1% of the stock of a public company),
     partner, proprietor or any type of principal whatsoever, in any person,
     firm, or business entity which is engaged in the same business as that
     conducted and principally carried on by the Company on the date of
     Termination and continued thereafter, without the Company's specific
     written consent to do so.

(c)  RETURN OF DOCUMENTS AND OTHER MATERIALS. Executive shall promptly deliver
     to the Company, upon termination of his employment, or at any other time as
     the Company may so request, all customer lists, leads and refunds, data
     processing programs and documentation, employee information, memoranda,
     notes, records, reports, tapes, manuals, drawings, blueprints, programs,
     and any other documents and other materials (and all copies thereof)
     relating to the Company's business or that of its customers, and all
     property associated therewith, which Executive may then possess or have
     under his control.


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<PAGE>

8. ENFORCEMENT OF COVENANTS.

(a)  RIGHT TO INJUNCTION. Executive acknowledges that a breach of the covenants
     set forth in Section 7 hereof will cause irreparable damage to the Company
     with respect to which the Company's remedy at law for damages will be
     inadequate. Therefore, in the event of breach or anticipatory breach of the
     covenants set forth in this section by Executive, Executive and the Company
     agree that the Company shall be entitled to the following particular forms
     of relief, in addition to remedies otherwise available to it at law or
     equity, injunctions, both preliminary and permanent, enjoining or
     retraining such breach or anticipatory breach and Executive hereby consents
     to the issuance thereof forthwith and without bond by any court of
     competent jurisdiction.

(b)  SEPARABILITY OF COVENANTS. The covenants contained in Section 7 hereof
     constitute a series of separate covenants, one for each applicable State in
     the United States and the District of Columbia, and one for each applicable
     foreign country. If in any judicial proceeding, a court shall hold that any
     of the covenants set forth in Section 7 exceed the time, geographic, or
     occupational limitations permitted by applicable laws, Executive and the
     Company agree that such provisions shall and are hereby reformed to the
     maximum time, geographic, or occupational limitations permitted by such
     laws. Further, in the event a court shall hold unenforceable any of the
     separate covenants deemed included herein, then such unenforceable covenant
     or covenants shall be deemed eliminated from the provisions of this
     Agreement for the purpose of such proceeding to the extent necessary to
     permit the remaining separate covenants to be enforced in such proceeding.
     Executive and the Company further agree that the covenants in Section 7
     shall each be construed as a separate agreement independent of any other
     provisions of this Agreement, and the existence of any claim or cause of
     action by Executive against the Company whether predicated on this
     Agreement or otherwise, shall not constitute a defense to the enforcement
     by the Company of any of the covenants of Section 7.

9. CERTAIN PROPRIETARY RIGHTS.

Executive agrees to and hereby does assign to the Company all his right, title
and interest in and to all inventions, whether or not patentable, which are made
or conceived solely or jointly by him:

(a)  at any time during the term of his employment by the Company in an
     executive, managerial, or planning capacity (including development and
     sales); or

(b)  during the course of or in connection with his duties during the Employment
     Term; or

(c)  with the use of time or materials of the Company.

Executive agrees to communicate to the Company or its representatives all facts
known to him concerning such inventions, to sign all rightful papers, make all
rightful oaths and generally to do everything possible to aid the Company in
obtaining and enforcing proper patent protection for all such inventions in all
countries and in vesting title to such inventions in all countries and in
vesting title to such inventions and patents in the Company. For the purpose of
this Agreement, the subject matter of any application for patent naming Employee
as a sole or joint inventor filed during the course of employment or within one
year subsequent to the termination thereof shall be deemed to be an invention
made or conceived by him during the course of his employment by the Company and


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assignable to the Company hereunder, unless Executive establishes by a
preponderance of the evidence that such invention was made or conceived by him
subsequent to termination of his employment hereunder. At the Company's request
(during or after the term of this Agreement) and expense, Executive will
promptly execute a specific assignment of title to the Company, and perform any
other acts reasonably necessary to implement the foregoing assignment.

10. WITHHOLDING OF TAXES.

The Company shall withhold from any compensation and benefits payable under this
Agreement all applicable federal, state, local, or other taxes.

11. SOURCE OF PAYMENTS.

All payments provided under this Agreement, other than payments made pursuant to
a plan which provides otherwise, shall be paid from the general funds of the
Company, and no special or separate fund shall be established, and no other
segregation of assets made, to assure payment. Executive shall have no right,
title or interest whatever in or to any investments which the Company may make
to aid the Company in meeting its obligations under this Agreement. To the
extent that any person acquires a right to receive payments from the Company
under this Agreement, such right shall be no greater than the right of an
unsecured creditor of the Company and its affiliates.

12. SUCCESSOR AND BINDING AGREEMENT.

(a)  COMPANY SUCCESSOR. The Company shall require any successor (whether direct
     or indirect, by purchase, merger, consolidation or otherwise) to all or
     substantially all of the business or assets of the Company, by agreement in
     form and substance satisfactory to Executive, expressly to assume and agree
     to perform this Agreement in the same manner and to the same extent as the
     Company would be required to perform it if no such succession had taken
     place. Failure of the Company to obtain such agreement prior to the
     effectiveness of any such succession shall be a breach of this Agreement
     and shall entitle Executive to compensation from the Company in the same
     amount and on the same terms as Executive would be entitled to under this
     Agreement if Executive had given Notice of Termination for Good Reason as
     of the day immediately before such succession became effective and had
     specified that day in the notice of termination. As used in this Agreement,
     "Company" shall mean the Company as defined in the first sentence of this
     Agreement and any successor to all or substantially all its business or
     assets or which otherwise becomes bound by all the terms and provisions of
     this Agreement, whether by the terms hereof, by operation of law or
     otherwise.

(b)  EXECUTIVE'S SUCCESSOR. This Agreement shall inure to the benefit of and be
     enforceable by Executive and his personal or legal representatives and
     successors in interest under this Agreement.

(c)  FACILITY OF PAYMENT. In the event of Executive's legal incapacity, the
     Company may make any payments due under this Agreement to his legal
     representative. In the event of Executive's death, the Company may make any
     payment due under this Agreement to his surviving spouse or, if none, to
     Executive's estate. Any payment made in accordance with this provision
     fully discharges the obligation of the Company therefor.


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13. ASSIGNMENT BY EXECUTIVE.

The rights and benefits of Executive under this Agreement are personal to him
and no such right or benefit shall be subject to voluntary or involuntary
alienation, assignment or transfer; PROVIDED, however, that nothing in this
Section 13 shall preclude Executive from designating a beneficiary or
beneficiaries to receive any benefit payable on his death. In the event of a
dispute arising under this Agreement, the Company agrees to pay any and all
reasonable legal fees incurred by Executive in connection therewith.

14. GOVERNING LAW.

This Agreement shall be governed by and construed in accordance with the laws of
the State of New York applicable to agreements made and to be performed in that
State, without regard to its conflict of laws provisions.

15. NOTICES.

Any notice, consent, request or other communication made or given in connection
with this Agreement shall be in writing and shall be deemed to have been duly
given when delivered or mailed by registered or certified mail, return receipt
requested, or by facsimile or by hand delivery, to those listed below at their
following respective addresses or at such other address as each may specify by
notice to the others:

             To the Company:

                      Ogden Energy Group, Inc.
                      40 Lane Road
                      P.O. Box 2615
                      Fairfield, New Jersey  07007-2615
                      Attention:  President

             To Executive:

                      Bruce W. Stone
                      53 Northway
                      Bronxville, NY  10708

16. MISCELLANEOUS.

(a)  WAIVER. The failure of a party to insist upon strict adherence to any term
     of this Agreement on any occasion shall not be considered a waiver thereof
     or deprive that party of the right thereafter to insist upon strict
     adherence to that term or any other term of this Agreement.

(b)  SEPARABILITY. If any term or provision of this Agreement is declared
     illegal or unenforceable by any court of competent jurisdiction and cannot
     be modified to be enforceable, such term or provision shall immediately
     become null and void, leaving the remainder of this Agreement in full force
     and effect.


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<PAGE>

(c)  HEADINGS. Section headings are used herein for convenience of reference
     only and shall not affect the meaning of any provision of this Agreement.

(d)  RULES OF CONSTRUCTION. Whenever the context so requires, the use of the
     singular shall be deemed to include the plural and vice versa.

(e)  COUNTERPARTS. This Agreement may be executed in any number of counterparts,
     each of which so executed shall be deemed to be an original, and such
     counterparts will together constitute but one Agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of
the day and year set forth below.

OGDEN CORPORATION                          EXECUTIVE

By                                         By
     -----------------------------            --------------------------------
     Scott G. Mackin,                             Bruce W. Stone
     President and Chief Operating
     Officer

Date:                        ,1999         Date:                           ,1999
     -----------------------------              --------------------------------


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<PAGE>

                                   APPENDIX A

                         DEFINITION OF CHANGE IN CONTROL

The following definition of "Change in Control" shall apply for purposes of
Paragraph 5(e)(v) of the Employment Agreement between Ogden Energy Group, Inc.
and Bruce W. Stone.

CHANGE IN CONTROL. A "Change in Control" of the Company shall be deemed to have
occurred as of the first day any one or more of the following conditions shall
have been satisfied:

(a)  Any person (other than a trustee or other fiduciary holding securities
     under an employee benefit plan of the Company, or a corporation owned
     directly or indirectly by the stockholders of the Company in substantially
     the same proportions as their ownership of stock of the Company), becomes
     the beneficial owner, directly or indirectly, of securities of the Company,
     representing more than twenty-five percent (25%) of the combined voting
     power of the Company's then outstanding securities;

(b)  Individuals who, as of May 20, 1998, constitute the Board of Directors of
     the Company (the " Incumbent Board") cease for any reason to constitute at
     least a majority of the Board; provided, however, that any individual
     becoming a director subsequent to May 20, 1998, whose election, or
     nomination for election by the Company's shareholders, was approved by a
     vote of at least a majority of the directors then comprising the Incumbent
     Board shall be considered as though such individual were a member of the
     Incumbent Board, but excluding, for this purpose, any such individual whose
     initial assumption of office occurs as a result of an actual or threatened
     election contest with respect to the election or removal of directors or
     other actual or threatened solicitation of proxies or consents by or on
     behalf of a person other than the Board; or

(c)  The stockholders of the Company approve: (i) a plan of complete liquidation
     of the Company; or (ii) an agreement for the sale or disposition of all or
     substantially all the Company's assets; or (iii) a merger, consolidation,
     or reorganization of the Company with or involving any other corporation,
     limited liability entity or similar person, other than a merger,
     consolidation, or reorganization that would result in the voting securities
     of the Company outstanding immediately prior thereto continuing to
     represent (either by remaining outstanding or by being converted into
     voting securities of the surviving entity) at least seventy-five percent
     (75%) of the combined voting power of the voting securities of the Company
     (or such surviving entity) outstanding immediately after such merger,
     consolidation, or reorganization.


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