<PAGE>

                                                                   EXHIBIT 10.31

                             EMPLOYMENT AGREEMENT
                             --------------------

          This EMPLOYMENT AGREEMENT, made as of March 7, 2000 (the "Effective
Date"), is entered into by and between NorthPoint Communications, Inc. (the
"Company") and Steven Gorosh (the "Executive").

          WHEREAS, the Company and Executive wish to enter into a formal
employment agreement that shall govern the terms and conditions of Executive's
employment with the Company and shall provide certain severance and other
benefits for Executive in the event that his employment should terminate.

          WHEREAS, the Executive is agreeing to abide by the restrictive
covenants contained herein and is foregoing other career opportunities in
reliance on this Employment Agreement,

          NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth, the parties agree as follows:

1. Definitions

     A. Target Bonus. "Target Bonus" means the target annual bonus for Executive
        ------------
     during in any year or, if Executive is entitled to a bonus under an
     individual written agreement with the Company, the annual bonus to which
     Executive is entitled thereunder.

     B. Base Salary. "Base Salary" means the greater of the annual rate of base
        -----------
     salary in effect for Executive at the time of Executive's Qualifying
     Termination or the annual rate of base salary in effect for Executive
     immediately before the Change in Control.

     C. Cause. Termination for "Cause" means the following: (i) Executive's
        -----
     conviction of a felony or any crime of dishonesty; (ii) Executive's
     commission of any act of fraud with respect to the Company; (iii) any
     intentional misconduct by Executive intended to have a materially adverse
     effect upon the Company's business; (iv) Executive's repeated failure to
     satisfactorily perform his job duties; (v) an intentional breach by
     Executive of any of Executive's fiduciary obligations as an officer or
     director of the Company or a breach of this Employment Agreement or any
     other agreement with the Company that has a materially adverse effect upon
     the Company; or (vi) Executive's death or Permanent Disability.

     D. Change in Control. "Change in Control" shall have the meaning set forth
        -----------------
     in the Common Stock Purchase Agreement and Amendment to Common Stock
     Purchase Agreement attached as Exhibit A hereto.
                                    ---------

     E. Change of Employment Circumstances. "Change of Employment Circumstances"
        ----------------------------------
     means (i) a material reduction in Executive's level of duties or
     responsibilities or the nature or scope of Executive's functions, or (ii) a
     reduction in Executive's base salary or a reduction in Executive's total
     cash compensation (consisting of base salary and target
<PAGE>

     bonus), or (iii) the failure to provide Executive with employee benefits
     (including medical/dental, disability and life insurance) that are
     substantially equivalent to the benefits provided to Executive immediately
     before a Change in Control, or (iv) a relocation of Executive's principal
     place of employment by more than thirty-five miles away (or any requirement
     that Executive spend more than two days a week at any location more than
     thirty-five miles away), or (v) the breach of the terms of any compensation
     agreement or arrangement between the Company and Executive, or (vi) the
     repudiation or failure by the Company or its successor to acknowledge (upon
     Executive's written request) or to comply with any of its obligations under
     this Employment Agreement.

     F.  Comparable Position. A "Comparable Position" means a position with a
         -------------------
     successor to part or all of the business of the Company, if the terms of
     such position do not differ from Executive's prior position with the
     Company in any manner that would constitute a Change of Employment
     Circumstances, assuming that the terms of such new position with the
     successor remained materially the same as the terms of Executive's
     employment with the Company.

     G.  Final Determination. "Final Determination" means an audit adjustment by
         -------------------
     the Internal Revenue Service that is either (i) agreed to by both Executive
     (or his estate) and the Company (such agreement by the Company to be not
     unreasonably withheld) or (ii) sustained by a court of competent
     jurisdiction in a decision with which Executive and the Company concur
     (such concurrence by the Company to be not unreasonably withheld) or with
     respect to which the period within which an appeal may be filed has lapsed
     without a notice of appeal being filed.

     H.  Period of Coverage. The "Period of Coverage" means the period
         ------------------
     commencing on the Effective Date and ending upon the date of termination of
     this Employment Agreement.

     I.  Permanent Disability. "Permanent Disability" shall mean the inability
         --------------------
     of Executive to engage in any substantial gainful activity by reason of any
     medically determinable physical or mental impairment that is expected to
     result in death or has lasted or can be expected to last for a continuous
     period of twelve (12) months or more.

     J.  Qualifying Termination. "Qualifying Termination" shall mean a
         ----------------------
     termination of Executive's employment with the Company either (i) by the
     Company for any reason other than for Cause, or (ii) by Executive,
     following the occurrence of a Change in Control that occurs during the
     Period of Coverage which results in a Change of Employment Circumstances,
     provided that Executive properly executes, and does not revoke or attempt
     to revoke, a Release of claims against the Company, its affiliates and
     their employees and agents in the form attached as Exhibit B (the
                                                        ---------
     "Release"). A Qualifying Termination shall be deemed not to have occurred
     where Executive is offered a Comparable Position with the new corporate
     entity subsequent to a Change in Control, whether or not Executive accepts
     such position. If Executive is offered a position which

                                       2
<PAGE>

     is not a Comparable Position and accepts such position, then Executive will
     be treated as if he had been offered and accepted a Comparable Position.

2. Job Duties. Executive shall serve as the Vice President and General Counsel
of the Company and shall, in such capacity, report directly to the President and
Chief Operating Officer. In his capacity as Vice President and General Counsel
of the Company, Executive shall devote substantially all of his time and
attention to the business and affairs of the Company.

3. Current Stock and Benefits.

          A.  Founder's Stock. Executive purchased common stock of the Company
              ---------------
     on June 4, 1997 (the "Initial Purchase"). The Common Stock Purchase
     Agreement between the Company and Executive dated June 4, 1997 and the
     Amendment to Common Stock Purchase Agreement between the Company and
     Executive dated August 13, 1997 that underlie the Initial Purchase
     (collectively, the "Purchase Agreement") are attached hereto as Exhibit A.
                                                                     ---------

          B.  Cash Compensation. Executive is paid a base salary at the annual
              -----------------
     rate of One Hundred Forty-Five Thousand Dollars ($145,000.00), to be paid
     in accordance with the Company's standard payroll policy. Such base salary
     may be increased by the Board of Directors in its sole discretion.

          C.  Bonus. Executive shall be eligible to receive an annual target
              -----
     bonus of up to a maximum of forty percent (40%) of his annual base salary.
     Payment of the bonus shall be at the discretion of the Compensation
     Committee of the Company's Board of Directors and shall be based on the
     achievement of objectives agreed to by the Compensation Committee of the
     Board of Directors. In future years, payment of the bonus shall be at the
     discretion of the Compensation Committee of the Company's Board of
     Directors and shall be based on the achievement of objectives as determined
     by such Committee.

          D.  Other Employee Benefits. Executive shall, throughout the Period of
              -----------------------
     Coverage, be eligible to participate in all group term life insurance
     plans, group health plans, accidental death and dismemberment plans and
     short-term and long-term disability programs, sick leave, vacation leave
     and other executive perquisites which are made available to the Company's
     executive and/or other Company employees.

4. Additional Compensation.  In addition to the compensation enumerated above,
   -----------------------
and in return for the consideration contained herein, the Company has agreed to
provide the Executive with the compensation set forth in subsections A, B and C
below.

     A. Supplemental Life Insurance. The Company will provide Executive with
        ---------------------------
     supplemental group term life insurance coverage of $500,000 during the
     Period of Coverage.

     B. Financial Counseling Assistance. The Company will provide Executive with
        -------------------------------
     annual

                                       3
<PAGE>

     financial counseling during the Period of Coverage by a provider selected
     by the Executive. In no event, however, shall the Company provide Executive
     with financial counseling in an amount in excess of $10,000 per year.

     C. Change in Control.
        -----------------

          (1) Change in Control Protection. Notwithstanding anything to the
              ----------------------------
          contrary in the Initial Purchase or Purchase Agreement, upon (i) a
          Change in Control of the Company, and (ii) a Qualifying Termination of
                                            ---
          the Executive, the Executive shall be entitled to the following
          benefits:

               a)  Release of Restrictions. The restrictions in Sections 3(a)
                   -----------------------
               and 3(b) of the Purchase Agreement (the "Restrictions"), to the
               extent not otherwise released for the shares of Company common
               stock underlying the Initial Purchase, will immediately be
               released for all the shares of Company common stock underlying
               the Initial Purchase.

               b)  Installment Sum Payment of Salary and Bonus. Beginning within
                   -------------------------------------------
               ten (10) business days after a Qualifying Termination (or, if
               later, the last day of any period during which the Release may be
               revoked by Executive), the Company shall make twelve (12) equal
               monthly cash payments to Executive, subject to any mandatory tax
               withholding, equal to one-twelfth (1/12) times the sum of
               Executive's Annual Base Salary and Executive's Target Bonus.

               c)  Continuing Benefit Coverage. The Company will, at normal
                   ---------------------------
               employee rates, provide Executive and, to the extent available
               before the Qualifying Termination, Executive's eligible
               dependents with coverage under the Company's medical/dental plan,
               life insurance and accident plan and disability plan until the
               earlier of (i) one (1) year after the date of Executive's
               Qualifying Termination or (ii) the first date that Executive is
               covered under another employer's program which provides
               substantially the same level of benefit coverage without
               exclusion for pre-existing conditions. After this period of
               coverage, Executive (and, if applicable, Executive's eligible
               dependents) may elect to continue coverage under the Company's
               group medical/dental plan at Executive's own expense in
               accordance with the Consolidated Omnibus Budget Reconciliation
               Act of 1985, as amended ("COBRA") and, for purposes of
               determining the maximum period of COBRA coverage, such maximum
               period will begin immediately following the end of Company-
               subsidized coverage.

               d)  Excess Tax Gross-Up Payment. If any compensation payable
                   ---------------------------
               hereunder, either alone or when aggregated with other
               compensation payable to Executive, would constitute a parachute
               payment that would subject Executive to an excise tax under
               Section 4999 of the Internal Revenue Code, Executive shall be
               entitled to receive an additional lump

                                       4
<PAGE>

               sum cash payment, subject to mandatory tax withholding, which,
               when added to all compensation payable to Executive that
               constitutes a parachute payment, provides Executive with the same
               after tax-compensation that he would have received from such
               parachute payments had none of such compensation constituted a
               parachute payment (a "Tax Gross-Up"). The procedures for making
               such payment are set forth in Section 6.

          (2) Limitation on Release of Restrictions. Notwithstanding anything
              -------------------------------------
          else set forth in this Section 4, if it is reasonably determined by
          the Company's Board of Directors in good faith, upon consultation with
          Company management and the Company's independent auditors, that the
          release of Restrictions on unvested stock upon a Change in Control (to
          the extent that those Sections provide for acceleration or cash-out
          that would not otherwise occur under the terms of the instruments
          evidencing such restricted stock) would preclude accounting for any
          proposed business combination of the Company as a pooling of
          interests, and the Board of Directors otherwise desires to approve
          such a proposed business transaction which requires as a condition to
          the closing of such transaction that it be accounted for as a pooling
          of interests, then, solely to the extent necessary to permit such
          accounting, such release of Restrictions shall not occur. The previous
          sentence shall not limit any release of Restrictions of Company common
          stock that would occur, in absence of this Employment Agreement, under
          the terms of the Purchase Agreement.

          (3) Offset of Benefits. The compensation and benefits payable
              ------------------
          hereunder shall not be reduced or offset by any amounts that Executive
          earns or could earn from any other sources following Executive's
          Qualifying Termination. However, except to the extent the Company
          expressly agrees otherwise in writing, if the Company becomes
          obligated to pay Executive any severance pay or severance benefits
          under a separate employment or severance agreement or arrangement, the
          benefits payable hereunder shall be reduced by the amount of benefits
          payable under such other agreement or arrangement.

5. Restrictive Covenants.

     A. In return for the consideration contained herein, Executive has agreed
     to certain restrictive covenants set forth below. During the Period of
     Coverage, Executive agrees that he shall:

          (1) devote substantially all of his time and energy to the performance
          of Executive's duties described herein, except during periods of
          illness or vacation.

          (2) not directly or indirectly provide services to or through any
          person, firm or other entity except the Company, unless otherwise
          authorized by the Company in writing.

                                       5
<PAGE>

          (3) not render any services of any kind or character for Executive's
          own account or for any other person, firm or entity without first
          obtaining the Company's written consent.

     B. Notwithstanding the foregoing, Executive shall have the right to perform
     such incidental services as are necessary in connection with (i) his
     private, passive investments, but only if Executive is not obligated or
     required to (and shall not in fact) devote any managerial efforts which
     interfere with the services required to be performed by him hereunder, (ii)
     his charitable or community activities or (iii) participation in trade or
     professional organizations, but only if such incidental services do not
     significantly interfere with the performance of Executive's services
     hereunder.

6. Excise Tax Gross-Up Procedures.

     A. The amount of any such Tax Gross-Up to which Executive becomes entitled
     under Section 4.C(1)(d), will be determined pursuant to the following:

               X  =  Y / (1 - (A + B + C)), where

               X is the total dollar amount of the Tax Gross-Up payable to
               Executive;

               Y is the total Excise Tax (as defined in Internal revenue Code
               Section 4999) imposed on Executive;

               A is the Excise Tax rate in effect at the time;

               B is the highest combined marginal federal income and applicable
               state income tax rate in effect for Executive, after taking into
               account the deductibility of state income taxes against federal
               income taxes to the extent allowable, for the calendar year in
               which the Tax Gross-Up is paid; and

               C is the applicable Hospital Insurance (Medicare) Tax Rate in
               effect for Executive for the calendar year in which the Tax
               Gross-Up is paid;

provided if there is a change in the tax laws after the date hereof that would
render the amount determined above insufficient to fully reimburse Executive on
an after-tax basis for the amount of any Excise Tax, Executive shall be entitled
to such additional amount as may be necessary to provide him with such
reimbursement

     B. Within ninety (90) days after a determination is made by the Internal
     Revenue Service or Executive's tax advisor that an item of compensation or
     benefit payable hereunder constitutes a parachute payment under Code
     Section 280G for which

                                       6
<PAGE>

     Executive is liable for an Excise Tax, Executive shall identify the nature
     of the payment to the Company and submit to the Company the calculation of
     the Excise Tax attributable to that payment and the Tax Gross-Up to which
     Executive is entitled with respect to such tax liability. The Company will
     pay such Tax Gross-Up to Executive (net of all applicable withholding
     taxes, including any taxes required to be withheld under Code Section 4999)
     within ten (10) business days after Executive's submission of the
     calculation of such Excise Tax and the resulting Tax Gross-Up, provided
     such calculations represent a reasonable interpretation of the applicable
     law and regulations.

     C. In the event that Executive's actual Excise Tax liability is determined
     by a Final Determination to be greater than the Excise Tax liability
     previously taken into account for purposes of the Tax Gross-Up paid to
     Executive pursuant to this Section 6, then within ninety (90) days
     following the Final Determination, Executive shall submit to the Company a
     new Excise Tax calculation based upon the Final Determination. Within ten
     (10) business days after receipt of such calculation, the Company shall pay
     Executive the additional Tax Gross-Up attributable to such excess Excise
     Tax liability.

     D. In the event that Executive's actual Excise Tax liability is determined
     by a Final Determination to be less than the Excise Tax liability
     previously taken into account for purposes of the Tax Gross-Up paid to
     Executive pursuant to this Section 6, then Executive shall refund to the
     Company, promptly upon receipt, any federal or state tax refund
     attributable to the Excise Tax overpayment.

7. Termination of Employment.

     A. By Company.  The Company may terminate Executive's employment under this
        ----------
     Employment Agreement at any time for any reason, with or without Cause.

     B. By Executive. Executive may terminate his employment under this
        ------------
     Employment Agreement at any time, for any reason, with or without Cause, by
     giving the Company at least thirty (30) days prior written notice of such
     termination. However, such thirty (30) day notice requirement shall not
     apply if Executive terminates his employment due to a Change in Control.

8. Release of Claims. All compensation and benefits under Section 4 above are
in consideration for Executive's execution of the Release, which Release
Executive does not subsequently revoke or attempt to revoke.  If Executive does
not execute such a Release or if Executive attempts to revoke such Release,
Executive will not be entitled to any of the benefits provided under this
Employment Agreement.

9. Successors and Assigns.  The provisions of this Employment Agreement shall
inure to the benefit of, and shall be binding upon, the Company, its successors
and assigns, and the Executive, the personal representative of his estate and
his heirs and legatees; provided, however, Executive may not assign, transfer or
delegate his rights or obligations hereunder and any attempt to do so shall be
void.

                                       7
<PAGE>

10. Notices.

     A.  Any and all notices, demands or other communications required or
     desired to be given hereunder by any party shall be in writing and shall be
     validly given or made to another party if served either personally or, if
     deposited in the United States mail, certified or registered, postage
     prepaid, return receipt requested. If such notice, demand or other
     communication shall be served personally, service shall be conclusively
     deemed made at the time of such personal service. If such notice, demand or
     other communication is given by mail, service shall be conclusively deemed
     made at the time of the receipt by the party to whom such notice, demand or
     other communication is sent. Any and all notices, demands or other
     communications shall be delivered to the following address:

     To the Company:  NorthPoint Communications
                      303 2/nd/ Street
                      San Francisco, CA 94107
                      Fax: (415) 403-4004

     To Executive:    Steven Gorosh
                      1009 Francisco St.
                      San Francisco CA 94109

     B.  Any party hereto may change its address for the purpose of receiving
     notices, demands and other communications as herein provided by a written
     notice given in the manner aforesaid to the other party hereto.

11. Waivers.  No waiver of any term or provision of this Employment Agreement
shall be valid unless such waiver is in writing signed by the party against whom
enforcement of the waiver is sought.  In the case of the Company, such waiver
shall be signed by at least one (1) member of the Company's Board.  The waiver
of any term or provision of this Employment Agreement shall not apply to any
subsequent breach of this Employment Agreement.

12. Governing Document.  This Employment Agreement and the Purchase Agreement,
and all other exhibits and attachments hereto constitute the entire agreement
and understanding of the Company and Executive with respect to the terms and
conditions of Executive's employment with the Company and the payment of
severance and other benefits, and supersedes all prior and contemporaneous
written or verbal agreements and understandings between Executive and the
Company relating to such subject matter.  Where the terms of the Purchase
Agreement conflict with the terms of this Employment Agreement, the terms of
this Employment Agreement shall control. Any and all prior agreements,
understandings or representations relating to Executive's employment with the
Company are hereby terminated and cancelled in their entirety and are of no
further force or effect.

13. Governing Law.  The provisions of this Employment Agreement shall be
construed and interpreted under the laws of the State of California applicable
to agreements executed and to be

                                       8
<PAGE>

wholly performed within the State of California. If any provision of this
Employment Agreement as applied to any party or to any circumstance should be
adjudged by a court of competent jurisdiction to be void or unenforceable for
any reason, the invalidity of that provision shall in no way affect (to the
maximum extent permitted by law) the application of such provision under
circumstances different from those adjudicated by the court, the application of
any other provision of this Employment Agreement, or the enforceability or
invalidity of this Employment Agreement as a whole. Should any provision of this
Employment Agreement become or be deemed invalid, illegal or unenforceable in
any jurisdiction by reason of the scope, extent or duration of its coverage,
then such provision shall be deemed amended to the extent necessary to conform
to applicable law so as to be valid and enforceable or, if such provision cannot
be so amended without materially altering the intention of the parties, then
such provision shall be stricken and the remainder of this Employment Agreement
shall continue in full force and effect.

14.  Deductions.  All amounts paid to Executive hereunder are subject to all
withholdings and deductions required by law.

15.  Amendment and Termination.  This Employment Agreement may be modified,
amended or terminated only by a written agreement signed by Executive and an
authorized member of the Company's Board.

16.  Remedies.  All rights and remedies provided pursuant to this Employment
Agreement or by law shall be cumulative, and no such right or remedy shall be
exclusive of any other.  A party may pursue any one or more rights or remedies
hereunder or may seek damages or specific performance in the event of another
party's breach hereunder or may pursue any other remedy by law or equity,
whether or not stated in this Employment Agreement.

17.  Arbitration.  Executive agrees that any and all disputes that he has with
the Company, or any of its employees, which arise out of his employment or under
the terms of his employment, shall be resolved through final and binding
arbitration, as specified herein.  This shall include, without limitation,
disputes relating to this Employment Agreement, his employment by the Company or
the termination thereof, claims for breach of contract or breach of the covenant
of good faith and fair dealing, and any claims of discrimination or other claims
under Title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, the Americans with Disabilities Act, the California Fair
Employment and Housing Act, the Employee Retirement Income Securities Act, the
Racketeer Influenced and Corrupt Organizations Act, or any other federal, state
or local law or regulation now in existence or hereinafter enacted and as
amended from time to time concerning in any way the subject of his employment
with the Company or its termination.  The only disputes not covered by this
Employment Agreement are the following:  (i) claims for benefits under the
unemployment insurance or workers' compensation laws, and (ii) claims concerning
the validity, infringement or enforceability of any trade secret, patent right,
copyright, trademark or any other intellectual property held or sought by the
Company or which the Company could otherwise seek; in each of these instances
such disputes or claims shall not be subject to arbitration, but rather, shall
be resolved pursuant to applicable law.  Binding arbitration shall be conducted
in the county in which the Company's principal place of business is then located
in accordance with the rules and regulations of the American Arbitration

                                       9
<PAGE>

Association (AAA). One arbitrator shall be chosen by mutual agreement of the
Company and Executive from the AAA Employment Advisory Panel. Each side shall
bear its own attorneys' fees; that is, the arbitrator shall not have authority
to award attorneys' fees unless a statutory section at issue in the dispute
                         ------
authorizes the award of attorneys' fees to the prevailing party, in which case
the arbitrator has authority to make such award as permitted by the statute in
question.  Executive understands and agrees that the arbitration shall be
instead of any jury trial and that the arbitrator's decision shall be final and
binding to the fullest extent permitted by law and enforceable by any court
having jurisdiction thereof.

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

       IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement as of the day and year first above written.


                                 NORTH POINT COMMUNICATIONS, INC.


                                 By ____________________________________
                                    Name:
                                    Title:



                                 EXECUTIVE:

                                 _______________________________________
                                                 (Signature)

                                 _______________________________________
                                                 (Print Name)

                                      10
<PAGE>

                                   EXHIBIT A

                                      11
<PAGE>

                                   EXHIBIT B

Dear Mr. Gorosh:

          This letter is provided to confirm the agreement we have reached
regarding your separation from employment with NorthPoint Communications, Inc.,
(the "Company").  We have agreed that your employment with the Company will
terminate effective _________________, 200__.

          In consideration of the benefits to be provided to you pursuant to
that certain in Employment Agreement between you and the Company dated March 7,
2000, you agree to the following:

     A. You fully and forever release and promise not to institute or
participate in any legal proceeding against the Company or any of its directors,
officers, or employees with respect to any and all claims and causes of action
of any nature or kind, which are or may be claimed to exist, through and
including the date on which this Agreement is executed by you, including but not
limited to, any proceeding arising out of or relating in any way to your
employment with the Company or your separation from employment. You should
understand that you are forever waiving any rights you may have to pursue any
remedies available to you against the Company, including, but not limited to,
any employment-related cause of action, any tort or contract claims, any claim
for violation of any state, federal or local statute, ordinance or regulation
relating to employment or employment discrimination.

     B. You have agreed to maintain in confidence all information you have
regarding the Company, its clients, the circumstances leading to your separation
from the Company and the terms of this Agreement, except to the extent you are
required by law to make any such disclosure.

     C. This Agreement between us shall be deemed to have been entered into in
the State of California and shall be construed and interpreted in accordance
with the laws of this State. It supersedes any and all prior agreements between
you and the Company and contains the entire agreement between us.

     D. You and the Company hereby expressly waive any and all rights and
benefits conferred by the provisions of Section 1542 of the Civil Code of the
State of California, which states as follows:

          A general release does not extend to claims which the
          creditor does not know or suspect to exist in his favor at
          the time of executing the release, which if known by him
          must have materially affected his settlement with the
          debtor.

          You may have up to ____________ (___) days in which to consider this
Agreement and you should review it with an attorney if you so desire.  By your
signature below, you acknowledge that you have read and understand the terms of
this Agreement, and that you are signing it voluntarily and without coercion.
You further acknowledge that the waivers you

                                      12
<PAGE>

have made in this Agreement are knowing, conscious and made with full
appreciation that you are forever foreclosed from pursuing any of the rights so
waived.


                                   Very truly yours,


                                   __________________________


Dated:____________________         By:________________________________
                                               (Name, Title)


          I hereby accept and agree to the terms and conditions set forth in the
above agreement.


Dated:___________________          ___________________________________
                                            (Executive Name)

                                      13