Exhibit 10.16  AMENDED
AND RESTATED EMPLOYMENT AGREEMENT  THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT(the Agreement)
is made and entered into effective as of December 1, 2007 (Effective Date) by and between CYMER, INC., a Nevada corporation (the Company)
and the Companys President and Chief Operating Officer, NANCY J BAKER (the Employee).  This Agreement shall replace and supersede
that certain [Amended and Restated] Employment Agreement between Employee and
the Company entered into effective as of January 2, 2007
(the Original Employment Agreement).  RECITALS  A.The Company and Employee previously
entered into the Original Employment Agreement and desire to amend and restate
the Original Employment Agreement in its entirety as set forth herein,
effective as of the Effective Date, to clarify the application of Section 409A
of the Internal Revenue Code to the benefits that may be provided to Employee.  B.The Company may from time to time need to
address the possibility of an acquisition transaction or change of control
event.  The Board of Directors of the
Company (the Board) recognizes that such
events can be a distraction to the Employee and can cause the Employee to
consider alternative employment opportunities. 
The Board has determined that it is in the best interests of the Company
and its stockholders to assure that the Company will have the continued
dedication and objectivity of the Employee, notwithstanding the possibility,
threat or occurrence of a Change of Control (as defined below) of the Company,
although no such Change of Control is now contemplated.  C.The Board believes that it is in the best
interests of the Company and its stockholders to provide the Employee with an
incentive to continue the Employees employment and to motivate the Employee to
maximize the value of the Company upon a Change of Control for the benefit of
its stockholders.  D.The Board believes that it is imperative
to provide the Employee with certain benefits upon a Change of Control and,
under certain circumstances, upon termination of the Employees employment in
connection with a Change of Control, which benefits are intended to provide the
Employee with financial security and provide sufficient incentive and
encouragement to the Employee to remain with the Company notwithstanding the
possibility of a Change of Control.  E.To accomplish the foregoing objectives,
the Board has directed the Company, upon execution of this Agreement by the
Employee, to agree to the terms provided herein.  F.Certain capitalized terms used in this
Agreement are defined in Section 7 below.  AGREEMENT  In consideration of the mutual covenants herein
contained, and in consideration of the continuing employment of the Employee by
the Company, the parties agree as follows:  1


1.Duties and Scope of Employment.The Company shall employ the Employee in the position of Sr. VP, Chief Financial Officer as such
position has been defined in terms of responsibilities and compensation as of
the Effective Date of this Agreement; provided, however,
that the Board shall have the right, at any time prior to the occurrence of a
Change of Control, to revise such responsibilities and compensation as the
Board in its discretion may deem necessary or appropriate.  The Employee shall comply with and be bound
by the Companys operating policies, procedures and practices from time to time
in effect during the Employees employment. 
During the term of the Employees employment with the Company, the Employee
shall continue to devote the Employees full time, skill and attention to the
Employees duties and responsibilities, and shall perform them faithfully,
diligently and competently, and the Employee shall use the Employees best
efforts to further the business of the Company and its affiliated entities.  2.Base Compensation.The Company shall pay the Employee as compensation for the Employees
services a base salary, which as the Effective Date of this Agreement is at the
annualized rate of $375,000.00(and which may be modified from time to time in accordance with this
Agreement, the Base Compensation).  The Base Compensation shall be paid
periodically in accordance with normal Company payroll practices.  The Board or the Compensation Committee of the
Board shall review the Base Compensation according to normal Company practice,
but no less frequently than annually, and may in its discretion modify the Base
Compensation but may not decrease the Base Compensation below the dollar amount
specified above, unless Employee consents to such reduction.  3.Incentive Compensation.During the term of this Agreement, the Employee shall
be eligible to receive payments under the Companys various incentive and bonus
programs as approved from time to time by the Board or the Compensation
Committee of the Board in eithers sole discretion.  Any payment payable thereunder shall be
payable in accordance with the applicable program and the Companys normal
practices and policies.  4.Employee Benefits.The Employee shall be eligible to participate in the employee benefit
plans and executive compensation programs maintained by the Company applicable
to other key executives of the Company, including (without limitation)
retirement plans, savings or profit-sharing plans, stock option, stock purchase
or other equity plans, incentive bonus program, 3-year bonus program or other
long-term incentive programs, bonus programs, life, disability, health,
accident and other insurance programs, paid vacations, and similar plans or programs,
subject in each case to the generally applicable terms and conditions of the
applicable plan or program in question and to the sole determination of the
Board or any committee administering such plan or program.  5.Employment Relationship.The Company and the Employee acknowledge that the Employees employment
is and shall continue to be at-will, as defined under applicable law.  If the Employees employment terminates for
any reason, the Employee shall not be entitled to any payments, benefits, damages,
awards or compensation other than as provided by this Agreement, or as may
otherwise be available in accordance with any Company plan or policy approved
by the Board.  2


6.Termination Benefits.  (a)Subject to Sections 8 and 9 below, if
upon or within eighteen (18) months after a Change of Control either (i) the
Company terminates the Employees employment due to an Involuntary Termination
other than for Cause, or (ii) the Employee voluntarily resigns for Good
Reason, then the Employee shall be entitled to receive severance and other
benefits pursuant to this Section 6; provided, however, that in order to
receive such benefits the Employee must deliver to the Company an executed
Waiver and Release in the form attached hereto as Exhibit A, or such other
form as the Company may require (the Release), within the time period set
forth therein, but in no event later than forty-five days following the
Employees termination, and the Employee must permit the Release to become
effective in accordance with its terms.  
Notwithstanding the foregoing, Employee shall not be entitled to receive
any severance or other benefits pursuant to this Section 6 if the Board,
as constituted prior to the Change in Control, determined that Employee was
demoted by the Company to a position not eligible for an Employment Agreement
prior to the Change of Control from the position held by Employee as of the
Effective Date.  The foregoing
determination may be made at any time by the Board prior to a Change in
Control, shall be made in the Boards sole discretion, and shall be binding and
conclusive on all persons, including Employee.  (i)Pay Continuation.The Employee shall be entitled to monthly payments equal to (A) one-twelfth
(1/12) of the greater of the Base Compensation in effect immediately prior to
the Change of Control and the Base Compensation in effect immediately prior to
such termination plus (B) one-thirty-sixth (1/36) of the aggregate amounts
paid to the Employee under the Companys bonus and incentive programs with
respect to the three previous calendar years. 
Such monthly payments shall be paid according to the normal payroll
practice of the Company for 18
months following the effective date of the Release (the Termination
Period).  (ii)Incentive Payments.  (1)The Employee shall be entitled to receive
a percentage of each of the Employees Target Incentives for any on-going
calendar period in which such termination occurs.  Such percentage shall equal a fraction, the
numerator of which shall be the number of days in such calendar period up to
and including the date of such termination and the denominator of which shall
be the number of days in such calendar period. 
Such amount shall be payable according to the normal practice of the
Company with respect to the payment of such compensation.  Target Incentive shall mean the maximum
amount payable to the Employee at the end of a calendar period under any
Company bonus or incentive program if all of such programs corporate and
individual performance objectives for that period are met.  Target Incentive does not include amounts
payable under the Companys 3-year bonus program, long-term incentive plan or
similar plan or program.  (2)The unvested portion of any bonus accrued
for Employee under the Companys 3-year bonus program, long-term incentive plan
or similar plan or program shall vest and become payable in full in a lump sum
as soon as administratively practicable following the date of termination.  (iii)Equity Awards.The unvested portion of any stock option(s) or other equity award(s) held
by the Employee under the Companys equity plans shall vest and become
exercisable in full upon the date of such termination.  The Employee shall be entitled to exercise  3


all of the Employees
vested stock options until the later of (A) the original post-termination
exercise period provided in the Employees stock option agreement or (B) one
year from the date of such termination (but not beyond the earlier of (1) the
original contractual life of the option, or (2) ten years from the
original grant date of the option).  (iv)Medical Benefits.Assuming the Employee timely and accurately elects to continue his health
insurance benefits under the Consolidated Omnibus Budget Reconciliation Act of
1985 (COBRA), commencing with the effective date of the Release the Company
shall pay the COBRA premiums for the Employee and his or her qualified
beneficiariesuntil the earliest of (i) the
end of the Termination Period, (ii) the expiration of the Employees
continuation coverage under COBRA and any applicable state COBRA-like statute
that provides mandated continuation coverage or (iii) the date the
Employee becomes eligible for health insurance benefits of a subsequent
employer.  (b)[In the event the Employee voluntarily
resigns employment with the Company for any reason within the 30-day period
beginning one year after a Change of Control, the Employee shall receive the severance
and other benefits set forth in Sections 6(a)(i)-(iv) above.]  7.Definition of Terms.The following terms referred to in this Agreement shall have the
following meanings:  (a)Cause.Cause
shall mean any of the following: (i) any act of personal dishonesty taken
by the Employee in connection with the Employees responsibilities as an
employee and intended to result in substantial personal enrichment of the
Employee, (ii) conviction of a felony that is injurious to the Company, (iii) a
willful act by the Employee which constitutes gross misconduct and which is
injurious to the Company, or (iv) continued violations by the Employee of
the Employees obligations under Section 1 of this Agreement after there
has been delivered to the Employee a written demand for performance from the
Company which describes the basis for the Companys belief that the Employee
has not substantially performed the Employees duties.  (b)Change of Control.Change
of Control shall mean the occurrence of any of the following events:  (i)The acquisition by any person (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act)
(other than the Company or a person that directly or indirectly is controlled
by the Company) of the beneficial ownership (as defined in Rule 13d-3
under said Act), directly or indirectly, of securities of the Company
representing fifty percent (50%) or more of the total voting power represented
by the Companys then outstanding voting securities; or  (ii)A change in the composition of the Board
occurring within a two-year period, as a result of which fewer than a majority
of the directors are Incumbent Directors. 
Incumbent Directors shall mean directors who either (A) are
directors of the Company as of the date hereof, or (B) are elected to the
Board with the affirmative votes of at least a majority of the Incumbent
Directors at the time of such election or (C) are nominated for election
to the Board by a committee of the Board, at least a majority of whose members
are Incumbent  4


Directors at the time of
such nomination (but in each case shall not include an individual not otherwise
an Incumbent Director whose election or nomination is in connection with an
actual or threatened proxy contest relating to the election of directors to the
Company); or  (iii)A merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which 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 fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation.  (c)Disability.Disability
shall mean the Employee is prevented from performing his duties to the Company
by reason of any physical or mental incapacity that results in Employees
satisfaction of all requirements necessary to receive benefits under the
Companys long-term disability plan due to a total disability  (d)Exchange Act.Exchange
Act shall mean the Securities Exchange Act of 1934, as amended.  (e)Good Reason. 
Employee shall have Good Reason for Employees resignation if any of
the following occurs without Employees consent:  (i) a significant reduction of the
Employees duties or responsibilities relative to the Employees duties or
responsibilities in effect immediately prior to such reduction (it is intended
that a reduction in duties or responsibilities solely by virtue of the Company
being acquired and made part of a larger entity (as, for example, when the
Chief Financial Officer of Company remains as such following a Change of
Control and is not made the Chief Financial Officer of the acquiring
corporation) shall constitute an Involuntary Termination; (ii) without
the Employees express written consent, a material reduction by the Company in
the Base Compensation or any Target Incentive of the Employee as in effect
immediately prior to such reduction, or the ineligibility of the Employee to
continue to participate in any long-term incentive plan of the Company; (iii) the
relocation of the Employee to a facility or a location more than fifty (50)
miles from the Employees then present location, without the Employees express
written consent; or (v)  a material breach by the Company of Section 10
of this Agreement.Provided howeverthat, such termination by the Employee shall only be deemed
for Good Reason pursuant to the foregoing definition if: (i) the Employee
gives the Company written notice of the intent to terminate for Good Reason
within thirty (30) days following the first occurrence of the condition(s) that
the Employee believes constitutes Good Reason, which notice shall describe such
condition(s); (ii) the Company fails to remedy such condition(s) within
thirty (30) days following receipt of the written notice (the Cure Period);
and (iii) the Employee terminates employment within thirty (30) days
following the end of the Cure Period.  (f)Involuntary Termination.Involuntary
Termination shall mean any involuntary termination of the Employee by the
Company which is not effected for death or Disability or which is or could have
been effected for Cause.  5


8.Limitation on Payments.  (a)In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute
parachute payments within the meaning of Section 280G of the Internal
Revenue Code of 1986, as amended (the Code) and (ii) but for this Section 8
would be subject to the excise tax imposed by Section 4999 of the Code,
then the Employees termination benefits under Section 6 shall be payable
either (i) in full, or (ii) as to such lesser amount which would
result in no portion of such termination benefits being subject to excise tax
under Section 4999 of the Code, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the
excise tax imposed by Section 4999, results in the receipt by the Employee
on an after-tax basis, of the greatest amount of termination benefits under
this Agreement, notwithstanding that all or some portion of such termination
benefits may be taxable under Section 4999 of the Code.  (b)If a reduction in the payments and
benefits that would otherwise be paid or provided to the Employee under the terms
of this Agreement is necessary to comply with the provisions of Section 8(a),
the Employee shall be entitled to select which payments or benefits will be
reduced and the manner and method of any such reduction of such payments
or  benefits (including but not limited
to the number of options that would vest under Section 6(a)(iii)) subject
to reasonable limitations (including, for example, express provisions under the
Companys benefit plans) so long as the requirements of Section 8(a) are
met.  Within thirty (30) days after the
amount of any required reduction in payments and benefits is finally determined
in accordance with the provisions of Section 8(c), the Employee shall
notify the Company in writing regarding which payments or benefits are to be reduced.  If no notification is given by the Employee,
the Company will determine which amounts to reduce.  If, as a result of any reduction required by Section 8(a),
amounts previously paid to the Employee exceed the amount to which the Employee
is entitled, the Employee will promptly return the excess amount to the
Company.  (c)Any determination required under this Section 8
shall be made in writing by a nationally recognized accounting or consulting
firm appointed by the Company, which firm shall not then be serving as
accountant or auditor for or consultant to the Company or the person or entity
that effected the Change in Control and whose determinations shall be
conclusive and binding upon the Employee and the Company for all purposes.  For purposes of making the calculations
required by this Section 8, such firm may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Sections 280G and 4999 of
the Code.  The Company and the Employee
shall furnish to such firm such information and documents as such firm may
reasonably request in order to make a determination under this Section 8.  The Company shall bear all costs such firm
may reasonably incur in connection with any calculations contemplated by this Section 8.  9.Application of Code Section 409A.Severance benefits payable pursuant to this Agreement, to the extent of
payments made from the date of termination of Employees employment through March 15th  of the calendar year following such
termination, are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations and thus payable pursuant to the short-term deferral
rule set forth in Section 1.409A-1(b)(4) of the Treasury
Regulations; to the extent such payments are made following said March 15th,
they are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of
the Treasury Regulations made upon an involuntary termination from service  6


and payable pursuant to Section 1.409A-1(b)(9)(iii) of
the Treasury Regulations, to the maximum extent permitted by said provision,
with any excess amount being regarded as subject to the distribution
requirements of Section 409A(a)(2)(A) of the Code, including, without
limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code
that payment to Employee be delayed until 6 months after Employees separation
from service if Employee is a specified employee within the meaning of the
aforesaid section of the Code at the time of such separation from service.  10.Successors.  (a)Companys Successors.Any successor to the Company (whether direct or indirect and whether by
purchase, lease, merger, consolidation, liquidation or otherwise) to all or
substantially all of the Companys business and assets shall assume the
obligations under this Agreement and agree expressly to perform the obligations
under this Agreement in the same manner and to the same extent as the Company
would be required to perform such obligations in the absence of a
succession.  The Company shall obtain the
assumption of this Agreement by any successor or assign of the Company. which
shall agree to assume the obligations and perform all of the terms and
conditions of this Agreement.  For all
purposes under this Agreement, the term Company shall include any Successor
to the Companys business and assets which executes and delivers the assumption
agreement described in this Section 10(a) or which becomes bound by
the terms of this Agreement by operation of law.  (b)Employees Successors.The terms of this Agreement and all rights of the Employee hereunder
shall inure to the benefit of, and be enforceable by, the Employees personal
or legal representatives, executors, administrators, successors, heirs,
devisees and legatees.  11.Notice.Notices and all other communications contemplated by this Agreement
shall be in writing and shall be deemed to have been duly given when personally
delivered or when mailed by U.S. registered or certified mail, return receipt
requested and postage prepaid. In the case of the Employee, mailed notices
shall be addressed to him at the home address which he most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its Secretary.  12.Miscellaneous Provisions.  (a)Waiver.No provision of this Agreement shall be modified, waived or discharged
unless the modification, waiver or discharge is agreed to in writing and signed
by the Employee and by an authorized officer of the Company (other than the
Employee).  No waiver by either party of
any breach of, or of compliance with, any condition or provision of this
Agreement by the other party shall be considered a waiver of any other
condition or provision or of the same condition or provision at another time.  (b)Whole Agreement.No agreements, representations or understandings (whether oral or
written and whether express or implied) which are not expressly set forth in
this Agreement have been made or entered into by either party with respect to
the subject matter  7


hereof.  This Agreement represents the Companys and
the Employees entire understanding with respect to the subject matter
contained herein and supersedes all previous understandings, written or oral
between the Company and the Employee concerning the subject matters of this
Agreement, including but not limited to the Original Employment Agreement.  (c)Choice of Law.The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of California.  (d)Severability.The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision hereof, which shall remain in full force and effect.  (e)Arbitration.Any dispute or controversy arising out of,
relating to or in connection with this Agreement shall be settled exclusively
by binding arbitration in San Diego, California, in accordance with the
National Rules for the Resolution of Employment Disputes of the American
Arbitration Association then in effect. 
Judgment may be entered on the arbitrators award in any court having
jurisdiction.  The arbitrator shall: (i) have
the authority to compel adequate discovery for the resolution of the dispute
and to award such relief as would otherwise be permitted by law; and (ii) issue
a written arbitration decision including the arbitrators essential findings
and conclusions and a statement of the award. 
Both the Employee and the Company shall be entitled to all rights and
remedies they would have in a court of law. 
The Company shall pay all fees in excess of those which will be required
if the dispute were decided in a court of law.  (f)No Assignment of Benefits.The rights of any person to payments or benefits under this Agreement
shall not be made subject to option or assignment, either by voluntary or
involuntary assignment or by operation of law, including (without limitation)
bankruptcy, garnishment, attachment or other creditors process, and any action
in violation of this Section 12(f) shall be void.  (g)Assignment by Company.The Company may assign its rights under this Agreement to an affiliate,
and an affiliate may assign its rights under this Agreement to another
affiliate of the Company or to the Company; provided, however,
that no assignment shall be made if the net worth of the assignee is less than
the net worth of the Company at the time of assignment.  In the case of any such assignment, the term Company
when used in a section of this Agreement shall mean the corporation that
actually employs the Employee.  (h)Counterparts.This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together will constitute one and the same
instrument.  [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]  8


IN WITNESS WHEREOF, each of the parties has executed this Agreement, in
the case of the Company by its duly authorized officer, as of the day and year
first above written.   COMPANY:
  CYMER, INC.By:
  /s/ Robert P. AkinsTitle:
  CEODate:
  1/10/08EMPLOYEE:
  /s/ Nancy J. BakerNANCYJ BAKERDate:
  1/3/08


EXHIBIT A  RELEASE AND WAIVER OF CLAIMS  TO BE SIGNED FOLLOWING TERMINATION  In consideration of the
payments and other benefits set forth in the Amended and Restated Employment
Agreement dated December 1, 2007, to which this form is attached (the Employment Agreement), I, Nancy J Baker, hereby furnish Cymer, Inc. (the Company), with the
following release and waiver (Release and Waiver).  In exchange for the
consideration provided to me by the Employment Agreement that I am not
otherwise entitled to receive, I hereby generally and completely release the
Company and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers,
affiliates, and assigns from any and all claims, liabilities and obligations,
both known and unknown, that arise out of or are in any way related to events,
acts, conduct, or omissions occurring prior to my signing this Release and
Waiver.  This general release includes,
but is not limited to: (1) all claims arising out of or in any way related
to my employment with the Company or the termination of that employment; (2) all
claims related to my compensation or benefits from the Company, including, but
not limited to, salary, bonuses, commissions, vacation pay, expense
reimbursements, severance pay, fringe benefits, stock, stock options, or any
other ownership interests in the Company; (3) all claims for breach of
contract, wrongful termination, and breach of the implied covenant of good
faith and fair dealing; (4) all tort claims, including, but not limited
to, claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (5) all federal, state, and local
statutory claims, including, but not limited to, claims for discrimination,
harassment, retaliation, attorneys fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Age Discrimination in Employment Act of
1967 (as amended) (ADEA),
and the California Fair Employment and Housing Act (as amended).  I also acknowledge that I
have read and understand Section 1542 of the California Civil Code which
reads 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.I
hereby expressly waive and relinquish all rights and benefits under that
section and any law of any jurisdiction of similar effect with respect to any
claims I may have against the Company.  I acknowledge that, among
other rights, I am waiving and releasing any rights I may have under ADEA, that
this Release and Waiver is knowing and voluntary, and that the consideration
given for this Release and Waiver is in addition to anything of value to which
I was already entitled as an executive of the Company.  If I am 40 years of age or older upon
execution of this Release and Waiver, I further acknowledge that I have been
advised, as required by the Older Workers Benefit Protection Act, that:  (a) the release and waiver granted
herein does not relate to claims under the ADEA which may arise  2


after this Release and
Waiver is executed; (b) I should consult with an attorney prior to
executing this Release and Waiver; and (c) I have twenty-one (21) days
from the date of termination of my employment with the Company in which to
consider this Release and Waiver (although I may choose voluntarily to execute
this Release and Waiver earlier); (d) I have seven (7) days following
the execution of this Release and Waiver to revoke my consent to this Release
and Waiver; and (e) this Release and Waiver shall not be effective until
the seven (7) day revocation period has expired unexercised.  If I am less than 40 years
of age upon execution of this Release and Waiver, I acknowledge that I should
consult with an attorney prior to executing this Release and Waiver; and I have
five (5) days from the date of termination of my employment with the
Company in which to consider this Release and Waiver (although I may choose
voluntarily to execute this Release and Waiver earlier).  I acknowledge my continuing obligations under my
Proprietary Information and Inventions Agreement, a copy of which is attached
hereto (the Proprietary
Information and Inventions Agreement).  Pursuant to the Proprietary Information and
Inventions Agreement I understand that among other things, I must not use or
disclose any confidential or proprietary information of the Company and I must
immediately return all Company property and documents (including all
embodiments of proprietary information) and all copies thereof in my possession
or control.  I understand and agree that
my right to the severance pay I am receiving in exchange for my agreement to
the terms of this Release and Waiver is contingent upon my continued compliance
with my Proprietary Information & Inventions Agreement.  This Release and Waiver, including the Proprietary
Information and Inventions Agreement attached hereto, constitutes the complete,
final and exclusive embodiment of the entire agreement between the Company and
me with regard to the subject matter hereof. 
I am not relying on any promise or representation by the Company that is
not expressly stated herein.  This
Release and Waiver may only be modified by a writing signed by both me and a
duly authorized officer of the Company.   Date:
  
  
  By:NancyJ Baker  3