Exhibit
10.14  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, ROBERT P AKINS (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 Chief Executive Officer and
Chairman of the Board 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 $600,000.00(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 24 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/ Nancy J. BakerTitle:
  Sr. V.P. & CFODate:
  1/3/08EMPLOYEE:
  /s/ Robert P AkinsROBERTP AKINSDate:
  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, Robert P Akins, 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:RobertP Akins  3