EXHIBIT 10.37



                              EMPLOYMENT AGREEMENT
           This Employment Agreement is made and entered into as of the 1st day
of July , 2000, by and between UTG Communications International, Inc. (the
"Company") and Ueli Ernst (EXECUTIVE).

           WHEREAS, EXECUTIVE serves the Company as its President and Chief
Executive Officer without the benefit of a written employment agreement; and

           WHEREAS, the Company and EXECUTIVE desire to secure the continued
employment of EXECUTIVE and to memorialize EXECUTIVE's terms of employment by
entering into an agreement setting forth the terms of such employment;

           NOW THEREFORE, in consideration of the mutual agreements hereinafter
contained, the Company and EXECUTIVE, hereby agree as follows:

1. EMPLOYMENT AND TERM. The Company hereby employs EXECUTIVE as President and
Chief Executive Officer and EXECUTIVE hereby accepts such employment and agrees
to devote a significant portion of his business time and attention to the
business and affairs of the Company, excepting any periods of vacation, illness
and excepting any pursuits in which EXECUTIVE is engaging on the date of this
Agreement, or any pursuits of a similar nature, which do not materially
interfere with his duties hereunder. The initial term (the "Initial Term") of
this Agreement shall continue through June 30, 2005. Commencing July 1, 2005 and
each anniversary thereafter, this Agreement shall be renewed automatically for
12 additional months (each, a "Renewal Term") on the same terms and conditions
contained herein, unless not later than 180 days before the expiration of any
term of EXECUTIVE's employment hereunder, either the Company or the EXECUTIVE
shall have given notice to the other that it or he, does not wish to extend
EXECUTIVE's term of employment under this Agreement.


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2. DUTIES. EXECUTIVE during the term hereof shall render such services of an
executive character for the Company as are assigned to him by Company's Board of
Directors (the "Board"). EXECUTIVE shall only be assigned duties of the type,
nature and dignity normally assigned to such an officer of a corporation of the
size, stature and nature of the Company and which are consistent with the nature
and status of the duties performed by EXECUTIVE as of the date hereof. Without
limiting the generality of the foregoing, EXECUTIVE shall have general direction
and control of the business and affairs of the Company, subject to the general
direction of the Board of Directors of the Company. During the term of this
Agreement, the Board shall reelect EXECUTIVE to the office he holds on the date
of this Agreement and EXECUTIVE shall have, at a minimum, the same prerequisites
of office as he had on the date hereof.

3. COMPENSATION.

     a. EXECUTIVE shall receive an annual base salary, payable in equal biweekly
installments, equal to ONE HUNDRED TWENTY THOUSAND ($120,000.00) DOLLARS (the
"Base Salary"). The Base Salary will be reviewed at least annually by the Board
and will be increased if the Board reasonably determines an increase is
appropriate based upon EXECUTIVE's merit, performance and accomplishments. The
Base Salary, as the same may be increased from time to time, shall not be
reduced during the term of this Agreement.

     b. This Agreement shall not affect or impair, and shall, be in addition to
any rights EXECUTIVE may have in any bonus, incentive, annuity, savings,
profit-sharing, stock option, pension or retirement plan or any life, accident,
medical, hospital or any similar group insurance program, now or hereafter
generally provided to EXECUTIVE or made available or applicable by the Company
to its salaried employees. EXECUTIVE shall be entitled to participate in all of
the employee benefit plans and arrangements in which key and/or other employees
of the Company. participate, provided however, that during the Initial Term and
any Renewal Term of this Agreement, the Company shall maintain and EXECUTIVE
shall be entitled to participate in employee benefit plans and/or arrangements
which provide EXECUTIVE with at least equivalent benefits to those in effect on
the date hereof in which EXECUTIVE participates.

     c. STOCK OPTIONS. The Company hereby grants to EXECUTIVE the option to
purchase such number of shares of common stock as equal one percent (1%) of the
number of shares of common stock to be outstanding immediately following
expiration of each of the five Employment Years (as defined below) of the
Initial Term of this Agreement (each, an "Option"). In computing such number of
shares of common stock outstanding, any and all shares which may be acquired
upon the exercise of any outstanding warrant, option or other right, excluding
the Option, shall be deemed outstanding. Each such Option shall be for a term of
five (5) years from the date of such Option at an exercise price of $5.00 per
share, subject to adjustment for dilution following the date of this Agreement,
in the same manner provided for in the Option Agreement provided for below. Each
Option shall be evidenced by an option agreement in the form attached hereto as
EXHIBIT A that shall be executed and delivered by the Company to EXECUTIVE at
the end of each Employment Year (the "Option Agreement"). Furthermore,
notwithstanding anything contained in this Agreement or the Option Agreement to
the contrary, any Option to be granted to EXECUTIVE pursuant to this Paragraph
3(c) shall be upon terms and conditions no less favorable than the stock options
which may be granted to senior executives of the Company or its affiliates,
including but not limited to any so-called registration rights. As used in this
Agreement, the term "Employment Year" shall mean the twelve consecutive month
period commencing on the execution date ("Execution Date") of this Agreement and
each subsequent consecutive twelve month period during the Initial Term
commencing on the anniversary date of the Execution Date.

     d. The Company may also pay to EXECUTIVE an annual bonus based upon the
attainment of levels of profitability or other financial targets to be
established by the Board.

4. EXPENSES. The Company shall promptly pay or reimburse EXECUTIVE for all
expenses reasonably incurred by EXECUTIVE in performing his duties under this
Agreement including but not limited to travel, lodging, meals, entertainment and
club and association membership expenses. The Company shall also promptly pay or
reimburse EXECUTIVE for all automobile lease expenses incurred with respect to
the car presently leased and used by EXECUTIVE in connection with the business
of the Company or for any replacement vehicle leased by EXECUTIVE upon
comparable terms. Alternatively, at EXECUTIVE's option, the Company shall pay
EXECUTIVE an automobile allowance equal to the aforesaid amount.

5. VACATION. EXECUTIVE will be entitled to a number of paid vacation days, leave
for holidays and personal days in each calendar year consistent with EXECUTIVE's
position and status, but not less than four weeks per year.

6. TERMINATION. EXECUTIVE's employment hereunder may be terminated under the
following circumstances and for no other reason whatsoever:

     a. DEATH. EXECUTIVE's employment hereunder shall terminate upon his death.


     b. DISABILITY. If, as a result of EXECUTIVE's incapacity due to physical or
mental illness, EXECUTIVE is unable to perform his duties, services and
responsibilities hereunder or has been absent from his duties hereunder on a
full-time basis for nine consecutive months or for 300 days, or more in the
aggregate in any consecutive 12-month period, the Company may terminate
EXECUTIVE's employment hereunder.

     c. CAUSE. EXECUTIVE's employment hereunder may be terminated at the
Company's option at any time for "Cause". For purposes of this Agreement, the
term "Cause" shall mean and be limited to (i) a willful and material breach of
this Agreement by EXECUTIVE which has not been cured within thirty (30) days
after Notice of Non-Compliance has been given by: the Company to EXECUTIVE, and
(ii) conviction of EXECUTIVE of a felony for theft, embezzlement or fraud. A
Notice of Non-Compliance shall set forth in reasonable detail the facts and
circumstances which provide a basis for the termination of EXECUTIVE's
employment under this Agreement and which shall indicate the specific clause of
this Section 6(c) relied upon. Notwithstanding the foregoing, EXECUTIVE shall
not be deemed to have been terminated for Cause unless EXECUTIVE has received a
Notice of Termination together with a copy of a resolution, duly approved by the
affirmative vote of a majority of the entire membership of the Board (excluding
EXECUTIVE, if EXECUTIVE is a member of the Board) finding that EXECUTIVE engaged
in the conduct set forth in clause (i) or (ii) of this paragraph 6(c).

     d. TERMINATION BY EXECUTIVE.

               (i) EXECUTIVE may terminate: his employment hereunder (A) for
          Good Reason, (B) within 180 days of the occurrence of a Transaction,
          as defined in Section 8 hereof, or (C) if his health should become
          impaired to an extent that his continued performance of his duties
          hereunder would be reasonably likely to have a material adverse effect
          upon his physical or mental health or his life, or (D) otherwise at
          EXECUTIVE's option upon 90 days notice to the Company.

               (ii) For purposes of this Agreement, "Good Reason" shall mean a
          failure by the Company to comply with any material obligation of the
          Company under this Agreement which has not been cured within thirty
          (30) days, (ten (10) days with respect to payment of Base Salary)
          after receipt by the Company of notice of such noncompliance has been
          given by EXECUTIVE to the Company, including, without limitation, any
          reduction in Base Salary, failure of EXECUTIVE to be entitled to
          participate in employee benefit plans or arrangements which provide
          EXECUTIVE with at least equivalent benefits to those in effect on the
          date hereof in which key and/or other employees of the Company
          participate, or any material change in EXECUTIVE's position, duties,
          or offices, as specified herein, or in working conditions, including
          but not limited to a change in job responsibilities, a restructuring
          or redefining of position, responsibilities, assigned duties,
          person(s) to whom EXECUTIVE reports, or his relocation or transfer.

<PAGE>


          e. For purposes of this Agreement, a "Notice of Termination" shall
mean a notice which shall indicate the specific termination provision in this
Agreement relied upon and shall set forth in reasonable detail the facts and
circumstances claimed to provide a basis for termination of EXECUTIVE's
employment under the provision so indicated.

          f. "Date of Termination" shall mean (i) if EXECUTIVE's employment is
terminated by his death, the date of his death, (ii) if EXECUTIVE's employment
is terminated due to disability pursuant to paragraph (b) of this Section 6,
thirty (30) days after the date a Notice of Termination is given, (iii) if
EXECUTIVE's employment is terminated for Cause pursuant to paragraph (c) of this
Section 6, the date specified in the Notice of Termination, (iv) if EXECUTIVE
terminates his employment for health reasons or at his option pursuant to
paragraph (d)(i)(C) or (D) of this Section 6, the later of the date specified in
the Notice of Termination or thirty (30) days after the date on which a Notice
of Termination is given, and (v) if EXECUTIVE's employment is terminated for any
other reason, the date on which a Notice of Termination is given.

7.  COMPENSATION UPON TERMINATION OR DURING DISABILITY.

          a. During any period that EXECUTIVE fails to perform his duties
hereunder as a result of incapacity due to physical or mental illness
("disability period"), EXECUTIVE shall continue to receive his full salary (and
all benefits) at the rate then in effect for such period until his employment is
terminated pursuant to Section 6 hereof; PROVIDED, HOWEVER, that payments so
made to EXECUTIVE during the disability period shall be reduced by the sum of
the amounts, if any, payable to EXECUTIVE at or prior to the time of any such
payment under disability benefit plans of the Company or under the Social
Security disability insurance program. If EXECUTIVE's employment is terminated
by the Company for disability pursuant to paragraph (b) of Section 6, on the
Date of Termination the Company will pay to EXECUTIVE in a lump sum payment the
sum of (i) his full Base Salary through the Date of Termination at the rate in
effect at the time Notice of Termination is given, and (ii) all other cash
compensation earned by EXECUTIVE pursuant to Section 3 hereof, if any, prior to
the Date of Termination which has not previously been paid to EXECUTIVE on or
prior to the Date of Termination.

          b. If EXECUTIVE's employment is terminated by reason of his death,
within fifteen days (15) after the Company learns of EXECUTIVE's death, the
Company will pay a lump sum payment to such person as EXECUTIVE shall have
previously designated, in a notice filed, with the Company, or, if no such
person shall have been designated, to his estate the sum of: (i) his full Base
Salary through his date of death at the rate then in effect, and (ii) all other
cash compensation earned by EXECUTIVE pursuant to Section 3 hereof, if any,
prior to his date of death which has not previously been paid to EXECUTIVE on or
prior to his date of death.

          c. If EXECUTIVE's employment is terminated by the Company for Cause,
or by EXECUTIVE at his option pursuant to Section 6(d)(i)(D), within fifteen
(15) days after the Date of Termination the Company shall pay EXECUTIVE in a
lump sum payment his full Base Salary through the Date of Termination at the
rate in effect at the time Notice of Termination is given plus all other cash
compensation earned by EXECUTIVE pursuant to Section 3 hereof, if any, prior to
the Date of Termination which has not been paid to EXECUTIVE on or prior to the
date of Termination.

<PAGE>



          d. If the Company shall terminate EXECUTIVE's employment in connection
with a Transaction, or other than for disability or Cause, or if EXECUTIVE shall
terminate his employment for Good Reason or within 180 days of the occurrence of
a Transaction, then within fifteen (15) days after the Date of Termination: the
Company shall pay EXECUTIVE:

               (i) EXECUTIVE's full Base Salary through the Date of Termination
          at the rate in effect at the time Notice of Termination is given plus
          all other cash compensation earned by EXECUTIVE pursuant to Section 3
          hereof, if any, prior to the Date Termination which has not been paid
          to EXECUTIVE on or prior to such date;

               (ii) The Company shall continue to pay EXECUTIVE his annual Base
          Salary at the rate in effect at the time Notice of Termination is
          given plus all other annual compensation payable to EXECUTIVE pursuant
          to Section 3 hereof for the balance of the Initial Term, or the
          Renewal Term then in effect, as the case may be;

               (iii) All of the Options provided for in Section 3(c) shall
          immediately vest, and the Company shall execute and deliver to
          EXECUTIVE an Option Agreement for the balance of the Options provided
          for in Section 3(c) to which EXECUTIVE would have been entitled had
          this Agreement remained in effect for the entire Initial Term; and

               (iv) The Company shall also grant EXECUTIVE the option (the
          "Termination Option") to acquire additional common stock of the
          Company at a price of $5.-- per share, which price shall be subject to
          adjustment for dilution following the date of this Agreement in the
          same manner provided for in the Option Agreement (as adjusted the
          "Strike Price"). The number of shares covered by the Termination
          Option shall be equal to the quotient obtained by dividing (a) the
          product of (i) the total market capitalization for the Company's
          common stock on the Date of Termination, and (ii) 3%, and (b) the
          Strike Price. On the Date of Termination the Company shall deliver to
          EXECUTIVE an Option Agreement with respect to the Termination Option.



<PAGE>

                     Notwithstanding anything contained in this Agreement to the
           contrary, the foregoing payments and stock options shall not be
           reduced by any compensation or consideration earned by EXECUTIVE from
           any source and EXECUTIVE shall have no obligation to mitigate such
           payments.

8.  TRANSACTION.

          a. For the purposes of this Agreement, the term "Transaction" shall
mean and shall deem to have occurred upon the occurrence of any of the
following, whether or not EXECUTIVE's employment is terminated:

               (i) a change of more than 50 percent in the voting stock
          ownership of the Company, or any operating subsidiary of Company (each
          an "Operating Subsidiary") excluding transfers of equity interests
          among the shareholders of record of the voting stock of the Company as
          of the date of this Agreement;

               (ii) the consummation of any consolidation or merger of the
          Company and, as a result of such consolidation or merger (x) less than
          50 percent of the outstanding common shares and 50 percent of the
          voting shares of the surviving or resulting Company are owned,
          immediately after such consolidation or merger, by the owners of the
          Company's common shares as of the date hereof, or (y) any person (as
          such term is used in Section 13(d) and 14(d)(2) of the Securities
          Exchange Act of 1934, as amended (the "Exchange Act"), or "persons"
          acting in concert or who are otherwise required to aggregate their
          holdings under the Exchange Act, other than the owners of the common
          shares of the Company as of the date hereof, shall become the
          beneficial owner(s) (within the meaning of Rule 13d-3 under the
          Exchange Act) of 25 percent or more of the surviving or resulting
          Company's outstanding common shares;


<PAGE>


               (iii) any sale, lease, exchange or other transfer (in one
          transaction or a series of related transactions) of all or
          substantially all of the assets of the Company, or any Operating
          Subsidiary shall be consummated;

               (iv) the shareholders of the Company shall approve any plan or
          proposal for the liquidation or dissolution of the Company;

               (v) any person (as such term is used in Sections 13(d) and
          14(d)(2) of the Exchange Act), or "persons" acting in concert or who
          are otherwise required to aggregate their holdings under the Exchange
          Act, other than the owners of the common shares of the Company as of
          the date hereof, shall become the beneficial owner(s) (within the
          meaning of Rule 13d-3 under the Exchange Act) of 25 percent or more of
          the Company's outstanding common shares;

               (vi) the granting of any options or rights to acquire more than
          50 percent of the voting stock of the Company, or any Operating
          Subsidiary, excluding any options or other rights presently
          outstanding or hereafter granted to shareholders of record of the
          voting stock of the Company as of the date of this Agreement; or

               (vii) a shifting of more than 50 percent of the net income of the
          Company, or any operating Subsidiary to a nonshareholder of record of
          the voting stock of the Company as of the date of this Agreement,
          whether through a joint venture or otherwise.



<PAGE>

          For purposes of this Agreement, convertible securities or options,
warrants, or other rights to acquire securities of the Company, or any Operating
Subsidiary that are outstanding as of the date of this Agreement, and any stock
issued by the Company, or any operating Subsidiary pursuant to such options or
securities shall be considered to be outstanding voting stock.

          b. If EXECUTIVE's employment is terminated by the Company at any time
in connection with a Transaction, or by EXECUTIVE within 180 days of the
occurrence of a Transaction, and if any payment under Section 7(d), calculated
as set forth above either alone or together with other payments which EXECUTIVE
has the right to receive from the Company hereunder or otherwise, would
constitute a :"parachute payment" (as defined in Section 28OG of the Code), such
payment shall be reduced to the largest amount as will result in no portion of
the payment under Section 7(d) or otherwise being subject to the excise tax
imposed by Section 4999 of the Code. The determination of any reduction in the
payment under Section 7(d) pursuant to the foregoing proviso shall be made by
EXECUTIVE in good faith, and such determination shall be conclusive and binding
on the Company.

          9. INDEMNIFICATION. The Company shall indemnify EXECUTIVE against all
liabilities, costs and expenses actually and necessarily incurred by EXECUTIVE
in connection with any suit, action or claim in which EXECUTIVE is a party or
otherwise involved in any capacity (there than a suit, action or claim by or in
the right of the Company and approved by its Board of Directors) by reason of
his employment or service as a director, officer or agent of the Company,
provided that (A) EXECUTIVE was not grossly negligent or reckless, (B) EXEUCTIVE
had reasonable cause to believe his conduct was lawful and in the best interests
of the Company and (C) EXECUTIVE's actions were performed in the course of his
employment duties. Expenses incurred in appearing at or participating in any
suit, action or claim, whether civil, criminal, administrative or investigative,
shall be paid or reimbursed by the Company as incurred in advance of final
disposition of such suit, upon receipt of an unsecured written contractual
undertaking by EXECUTIVE to reimburse or repay such amount if it is determined
that EXECUTIVE is not entitled to be indemnified by the Company pursuant to this
Paragraph 9.

<PAGE>


      10. SUCCESSORS: ASSIGNABILITY.

          a. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company, by written agreement
in form and substance satisfactory to EXECUTIVE, expressly to assume and agree
to perform this Agreement in the same manner and to the same extent as the
Company would be required to perform if no such succession had occurred,
provided however the foregoing shall not relieve the Company of its obligations
under this Agreement. As used in this Agreement, the "Company" shall mean the
Company, and any of its subsidiaries and any successor to all or substantially
all of the Company's business or assets that becomes bound by all of the terms
and conditions of this Agreement, whether by the terms hereof, by operation of
law, or otherwise.

          b. This Agreement is personal in nature and neither of the parties
hereto shall assign or transfer this Agreement or any obligations hereunder.
This Agreement shall be binding upon and inure to the benefit of and bind the
parties hereto and their respective successors, assigns and personal
representative, heirs and estate.

      11. NOTICES. Any notice or other communication ("Notice") to be given to
the Company under the terms of this Agreement shall be addressed to the Company
in care of its Corporate Secretary, at its principal place of business; and any
Notice to be given to EXECUTIVE shall be addressed to him at the last home
address on file with the Company, or at such other address(es) as the party to
whom the Notice is to be given may hereafter designate in writing to the other.
Any such notice shall be deemed duly given when enclosed in a properly sealed
envelope, addressed as herein above required, registered (with return receipt
requested) and deposited (postage and registration fee prepaid) in a post office
or branch maintained by the United States Government, or personally delivered.


<PAGE>


      12. WAIVER OF BREACH. The waiver by the Company of a breach of any
provision of this Agreement by EXECUTIVE shall not operate as or be construed to
be a waiver of any subsequent breach by EXECUTIVE, and the waiver by EXECUTIVE
of a breach of any provision of this Agreement by the Company shall not operate
as or be construed to be a waiver of any subsequent breach by the Company.

      13. GOVERNING LAW. The construction and interpretation of this Agreement
shall be governed by the laws of the State of Delaware.

      14. ENTIRE AGREEMENT. Except as otherwise set forth or referenced by the
terms of this Agreement, this Agreement constitutes the entire agreement of the
parties hereto relating to the Company's employment of EXECUTIVE and supersedes
any and all previous understandings or written arrangements. It may not be
changed except by an agreement in writing signed by the party against whom
enforcement of any waiver, change, modification, extension or discharge is
sought.

                  REMAINDER OF THIS PAGE LEFT INTENTIALLY BLANK



<PAGE>


             IN WITNESS WHEREOF, the Company and EXECUTIVE have executed this
Agreement on the day and year first above written.

ATTEST:                            UTG COMMUNICATIONS INTERNATIONAL, INC.

                                   By:  /S/ KLAUS BRENNER SECRETARY


                                   EXECUTIVE: CEO


                                   /S/ UELI ERNST
                                   Ueli Ernst



<PAGE>


                                    EXHIBIT A
                                    ---------

                             STOCK OPTION AGREEMENT
                             ----------------------

           AGREEMENT, made as of this 1st day of July 2000, by and between UTG
Communications International, Inc., a corporation organized under the laws of
the State of Delaware (the "Corporation"), and Ueli Ernst, an individual
residing at ("Optionee").

                              W I T N E S S E T H:
                               -------------------

           WHEREAS, the Corporation and Optionee entered into an Employment
Agreement dated July 1st, 2000 (the "Employment Agreement"; and

           WHEREAS, pursuant to paragraph 3(c) of the Employment Agreement, the
Corporation is obligated to grant to Optionee the right to acquire shares of its
common stock.

           NOW, THEREFORE, in consideration of the mutual covenants and
conditions set forth herein, the parties hereto agree as follows:

     1. GRANT OF OPTION.

           The Corporation hereby grants to Optionee, subject to the terms of,
this Agreement, the right, privilege and option (the "Option") to purchase ( )
shares of Common Stock (the "Shares") on the terms. and conditions and in the
manner herein set forth, subject to adjustment as provided in paragraph 5 below
at a purchase price of ($5.00) per share (the "Purchase Price"). The Corporation
warrants and represents to Optionee that the Shares represent one (1%) percent
of the total number of shares of Common Stock of the Corporation issued and
outstanding as of the date of this Agreement, on a fully diluted basis. Without
limiting the generality of the foregoing, in calculating such number of shares
of Common Stock outstanding any and all shares that may be acquired, upon the
exercise of any outstanding warrants or options (excluding the Option) or other
rights shall be deemed to be presently outstanding.

     2. METHOD OF EXERCISE OF THE OPTION.

           a. Subject to the terms and conditions of this Agreement, the Option
will be exercisable by notice and payment to the Corporation in accordance with
the procedure prescribed herein. Each such notice shall:

          (i)  State the election to exercise the Option and the number of
               Shares in respect of which it is being exercised;

          (ii) contain a customary representation and agreement as to investment
               intent with respect to the Shares in form reasonably satisfactory
               to the Corporation's counsel; and

          (iii) be signed by the person or persons entitled to exercise the
               Option and, if the Option is being exercised by any person(s)
               other than Optionee, be accompanied by proof, reasonably
               satisfactory to the Corporation's counsel, of the right of such
               person(s) to exercise the Option.

          b. Upon receipt of such notice, the Corporation shall specify, by
written notice to the person(s) exercising the Option, a date and time (such
date and time being herein called the "Closing Date") and place within New York
City for payment of the full purchase price of the Shares. The Closing Date will
not be more than fifteen (15) days from the date the notice of exercise is
received by the Corporation unless another date is agreed upon by the
Corporation and the person(s) exercising the Option or is required upon advice
of the Corporation's counsel in order to meet the requirement of paragraph 8(d)
hereof. Payment of the purchase price of the Shares in respect of which the
Option is exercised will be made by such person(s) at the place specified by the
Corporation on or before the Closing Date by delivering to the Corporation a
certified or bank cashier's check payable to the order of the Corporation.

          c. The Option will be deemed to have been exercised with respect to
any particular Shares if, and only if, the preceding provisions of this
paragraph 2 and the provisions of paragraph 8(d) hereof shall have been complied
with, in which event the Option will be deemed to have been exercised on the
Closing Date. Anything in this Agreement to the contrary notwithstanding, any
notice of exercise given pursuant to the provisions of this paragraph 2 will be
void and of no effect if all the preceding provisions of this paragraph 2 and
the provisions of paragraph 8(d) shall not have been complied with. The
certificate(s) for the Shares will be issued on the Closing Date (the "Date of
Issuance") and will be registered in the name the Optionee (or, if the Option is
exercised by Optionee and if Optionee so requests in the notice exercising the
Option, will be registered in the name of Optionee and another person jointly,
with right of survivorship) and will be delivered on the Closing Date to the
person(s) exercising the Option at the place specified for the Closing, but only
upon compliance with, all of the provisions of this Agreement.

          d. The Shares issuable upon exercise of the Option shall, when issued,
be duly authorized, validly issued, fully paid and non-assessable and will be
free from all taxes, liens and charges with respect thereto. The issuance of
certificates for the Shares upon exercise of the Option will be made without
charge to Optionee for any tax in respect of the issuance thereof or other cost
incurred by the Corporation in connection with such exercise and the related
issuance and delivery of the Shares.

     3. TERMINATION OF THE OPTION. Except as otherwise stated herein, the Option
to the extent not heretofore exercised will terminate (the "Expiration Date")
five (5) years from the date of this Agreement.

     4. ADJUSTMENTS. The number of Shares purchasable pursuant hereto and the
Purchase Price per Share purchasable pursuant hereto shall be subject to
adjustment from time to time on and after the Date of Issuance as hereinafter
provided in this Section 4.

          4.1. ADJUSTMENT OF NUMBER OF SHARES.

          4.2. If and whenever after the date of this Agreement the Corporation
shall in any manner (i) issue or sell any shares of its Common Stock (other than
pursuant to the terms of a duly authorized employee stock option plan) for less
than Market Value as determined at the time of such issuance or sale in
accordance with Section 4. 10 hereof, or, if no Market Value is available at
such time, the Appraisal Value as determined at the time of such issuance or
sale on a per share basis after giving effect to the full exercise or conversion
of the Option. or (ii) grant (whether directly or by assumption in a merger or,
otherwise) any rights to subscribe for or to purchase, or any options or
warrants for the purchase of, Common Stock or any stock or securities
convertible into or exchangeable for Common Stock, whether or not immediately
exercisable, convertible or exchangeable (such rights, options or warrants being
herein called "Options" and such convertible or exchangeable stock or securities
being herein called "Convertible Securities"), or issue or sell (whether
directly or by assumption in a merger or, otherwise) Options or Convertible
Securities, and the price per share for which Common Stock is issuable upon,
exercise, conversion or exchange of such Options or Convertible Securities
(determined by dividing (x) the aggregate amount received or receivable by the
Corporation as considered for the issue, sale or grant of such Options or
Convertible Securities, PLUS the minimum aggregate amount of additional
consideration, if any, payable to the Corporation upon the exercise, conversion
or exchange thereof, by (y) the total number of shares of Common Stock issuable
upon the exercise, conversion or exchange of all such Options or Convertible
Securities) shall be less than the Market Value (as defined below), or if no
Market Value is available at such time the Appraisal Value per share of Common
Stock on a fully-diluted basis (after taking into account any consideration
received by the Corporation with respect to the exercise of any Options or
conversion of any Convertible Securities) on the date of such issue, sale or
grant, whether or not, the rights to exercise, exchange or convert thereunder
are immediately exercisable or (iii) declare a dividend or make any other
distribution upon any stock of the Corporation payable in Common Stock, Options
or Convertible Securities, then (A) the Purchase Price shall be reduced to a
price determined by multiplying the Purchase Price in effect prior to the
adjustment referred to in this Section 4.1 by a fraction, the numerator of which
is an amount equal to the sum of (x) the number of shares of Common Stock
outstanding immediately prior to such issue, sale, grant, dividend or
distribution, plus (y) the consideration. if any, received by the Corporation
upon any such issue or sale divided by the Market Value or Appraisal Value (as
the case may be) as determined at the time of such issue or sale, and the
denominator of which is the total number of shares of Common Stock outstanding
immediately after such issue, sale, grant, dividend or distribution; and (B) the
number of shares of Common Stock for which this Option is exercisable shall be
adjusted to equal the number obtained by dividing (x) the Purchase Price in
effect immediately prior to such issue, sale, grant, dividend or distribution
multiplied by the number of shares of Common Stock for which this Option is
exercisable immediately prior to such issue, sale, grant, dividend or
distribution by (y) the Purchase Price resulting from the adjustment made
pursuant to clause (i) above.


<PAGE>

          4.3. RECORD DATE. In case at any time the Corporation shall take a
record of the holders of the Common Stock for the purpose of entitling them: (a)
to receive a dividend or other distribution payable in shares of the Common
Stock, Options or in Convertible Securities; or (b) to subscribe for or purchase
shares of Common Stock, Options or Convertible Securities, then such record date
shall be deemed to be the date of the issue or sale of the shares of the Common
Stock deemed to have been issued or sold upon the declaration of such dividend
or of such other distribution or the date of the granting of such right of
subscription or purchase, as the case may be.

          4.4. CERTAIN DIVIDENDS. In case the Corporation shall pay a dividend
or make a distribution of shares of its capital stock (other than shares of
Common Stock), evidences of its indebtedness, assets or rights, warrants or
options (excluding (i) dividends or distributions payable in cash out of the
current year's or retained earnings of the Corporation, (ii), distributions
relating to subdivisions and combinations covered by Section 4.4, (iii)
distributions relating to reclassification, changes, consolidations, mergers,
sales or conveyances covered by Section 4.5 and (iv) rights, warrants or options
to purchase or subscribe for shares of Common Stock or Convertible Securities),
then in each such case the Purchase Price shall be adjusted so that the same
shall equal the price determined by multiplying the Purchase Price in effect
immediately prior to the record date mentioned below by a fraction, the
numerator of which shall be (x) the total number of shares of Common Stock then
outstanding multiplied by the Market , Value, or if no Market Value is available
the Appraisal Value, per share of Common Stock on the record date mentioned
below, less (y) the fair market value (as determined by the Board of Directors
of the Corporation or any duly authorized committee thereof) as of such record
date of said shares of stock, evidences of indebtedness or assets so paid or
distributed or of such rights, warrants or options, and the denominator of which
shall be the total number of shares of Common Stock then outstanding multiplied
by the Market Value or Appraisal Value, as the case may be, per share of Common
Stock on the record date mentioned below. Such adjustment shall be made whenever
any such dividend is paid or such distribution is made and shall become
effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution.

          4.5. In the event of a distribution by the Corporation of stock of a
subsidiary or securities convertible into or exercisable for such stock, then in
lieu of an adjustment in the Purchase Price, the Optionee, upon the exercise
thereof at any time after such distribution, shall be entitled to receive from
the Corporation, such subsidiary or both, as the Corporation shall determine,
the stock or other securities to which such Optionee would have been entitled if
such Optionee had exercised such Option immediately prior thereto, all subject
to further adjustment as provided in this Section 4; PROVIDED, HOWEVER, that no
adjustment in respect of dividends or interest on such stock or other securities
shall be made during the term of this Option Agreement or upon the exercise of
this Option.

          4.6. SUBDIVISION OR COMBINATION OF SHARES. In case the Corporation
shall at any time subdivide its outstanding shares of Common Stock into a
greater number of shares, the Purchase Price in effect immediately prior to such
subdivision shall be proportionately reduced and the number of Shares
purchasable hereunder shall be proportionately increased. In case the
outstanding shares of the Common Stock of the Corporation shall be combined into
a smaller number of shares, the Purchase Price in effect immediately prior to
such combination shall be proportionately increased. but in no event to greater
than the aggregate Purchase Price of all Shares in effect on the Date of
Issuance, and the number of Shares purchasable hereunder shall be
proportionately reduced.

<PAGE>


          4.7. REORGANIZATION, MERGER, ETC. Except as otherwise provided in
Section 5(d) hereof, if any capital reorganization, reclassification or similar
transaction involving the capital stock of the Corporation, any consolidation,
merger or business combination of the Corporation with another corporation, or
the sale or conveyance of all or substantially all of its assets to another
corporation, shall be proposed to be effected in such a way that holders of the
Common Stock shall be entitled to receive stock, securities, or assets with
respect to or in exchange for shares of Common Stock (a "Section 4.5 Event"),
then, the Corporation shall give the Optionee at least 30 days prior written
notice of such Section 4.5 Event, and the terms thereof, and prior to and as a
condition of such Section 4.5 Event, lawful and adequate provision shall be made
whereby the Optionee shall thereafter have the right to purchase and receive
upon the basis and upon the terms and conditions specified in this Agreement and
in lieu of the Shares of the Corporation immediately theretofore purchasable and
receivable upon the exercise of the rights represented hereby, such shares of
stock, securities or assets as may be issued or payable with respect to or in
exchange for a number of outstanding Shares equal to the number of Shares
immediately theretofore purchasable and receivable upon the exercise of the
rights represented hereby had such Section 4.5 Event not taken place. In any
such case, appropriate provision shall be made with respect to the rights and
interests of the Optionee to the end that the provisions hereof (including,
without limitation, provisions for adjustment of the Purchase Price and of the
number of Shares purchasable upon the exercise of the Option) shall thereafter
be applicable, as nearly as may be, in relation to any stock, securities or
assets thereafter deliverable upon the exercise hereof. The Corporation shall
not effect any such Section 4.5 Event unless prior to or simultaneously with the
consummation thereof the survivor or successor corporation (if other than the
Corporation) resulting from such consolidation or merger or the corporation
purchasing such assets shall (1) assume by written instrument executed and sent
to the Optionee, the obligation to deliver to such Optionee such shares of
stock, securities or assets as, in accordance with the foregoing provisions,
such Optionee may be entitled to receive, and containing the express assumption
by such successor corporation of the due and punctual performance and observance
of every provision of this Agreement to be performed and observed by the
Corporation and of all liabilities and obligations of the Corporation hereunder,
provided however that the foregoing shall not relieve the Corporation of its
obligations hereunder unless and until such survivor or successor corporation
has performed all of the Corporation's obligations hereunder and (2) deliver to
the Optionee an opinion of counsel, in form and substance reasonably
satisfactory to such Optionee, to the effect that such written instrument has
been duly authorized, executed and delivered by such successor corporation and
constitutes a legal, valid and binding instrument enforceable against such
successor corporation in accordance with its terms (except as enforcement
thereof may be subject to the effect of any applicable bankruptcy, insolvency,
reorganization. moratorium or similar law affecting creditors' rights generally,
and general principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law)), and to such further effects as the
Optionee may reasonably request.

          4.8. EXCEPTIONS TO ADJUSTMENT. Anything herein to the contrary
notwithstanding, the Corporation shall not be required to make any adjustment of
the Purchase Price or the number of shares issuable hereunder as a result of the
issuance of the Option or the issuance of shares of the Common Stock upon
exercise of the Option. In the event any adjustment to the Purchase Price or the
number of Shares issuable upon exercise of the Option is required to be made
hereunder, and such adjustment results in an adjustment to any other security of
the Corporation outstanding prior to the Date of Issuance pursuant to the terms
of such other security as they existed prior to the Date of Issuance, then such
adjustment to such other security shall not in and of itself be deemed to
require any subsequent adjustment to the Purchase Price or the number of Shares
issuable hereunder.

<PAGE>


          4.9. TREASURY SHARES. The number of shares of the Common Stock
outstanding at any time shall not include shares owned or held by or for the
account of the Corporation or any of its subsidiaries, but the disposition (but
not the cancellation) of any such shares shall be considered an issue or sale of
the Common Stock for the purposes of Section 4.

          4.10. CORPORATION TO PREVENT DILUTION. In case at any time or from
time to time conditions arise by reason of action taken by the Corporation or
any of its subsidiaries, which are not adequately covered by the provisions of
this Section 4, or which might materially and adversely affect the exercise
rights of the Optionee, the Board of Directors of the Corporation shall appoint
a firm of independent certified public accountants of recognized national
standing, which may be the firm regularly retained by the Corporation, which
shall give their opinion upon the adjustment, if any, necessary with respect to
the Purchase Price, on a basis consistent with the standards established in the
other provisions of this Section 4, so as to preserve, without dilution, the
exercise rights of the Optionee. Upon receipt of such opinion, the Board of
Directors of the Corporation shall forthwith make the adjustments described
therein.

          4.11. ADJUSTMENT NOTICES TO OPTIONEE. Upon any increase or decrease in
the number of Shares purchasable upon the exercise of the Option, or upon any
adjustment in the Purchase Price, then, and in each such case, the Corporation
shall promptly deliver written notice thereof to the Optionee, which notice
shall state the increased or decreased number of Shares purchasable upon the
exercise of this Option, setting forth in reasonable detail the method of
calculation on and the facts upon which such calculations are based. Such notice
shall also contain a certificate of the Corporation's independent public
accountants as to the correctness of such adjustments and calculations and to
the effect that such adjustments and calculations have been made in accordance
with the terms hereof; PROVIDED, HOWEVER, that the Corporation shall not be
required to deliver such a certificate in the case of an adjustment in the
Purchase Price resulting from a dividend in shares of Common Stock or from a
subdivision of the outstanding shares of Common Stock into a greater number of
shares. Where appropriate, such notice shall be given in advance.

          4.12. DEFINITIONS.

               (a) As used in this Agreement, the term Appraisal Value shall
          mean the fair market value of the Corporation (determined without any
          discount for the fact that the Option or Shares in question may
          represent a minority interest and may be illiquid) as determined by an
          independent appraiser experienced in the appraisal of companies in the
          businesses in which the Corporation is then engaged who is appointed
          by the Corporation; PROVIDED, HOWEVER, that if the Optionee does not
          agree with the fair market value as determined by such appraiser in
          accordance with the preceding sentence, then, within 30 days of such
          determination, the Optionee shall have the right to appoint an
          independent appraiser of his choice who is experienced in the
          appraisal of companies engaged in the businesses in which, the
          Corporation is then engaged. If the two appraisers agree upon an
          Appraisal Value, their joint determination shall govern. If the two
          appraisers cannot reach agreement within 15 days after the appointment
          of the appraiser by the Optionee, the two appraisers selected shall
          promptly appoint a third appraiser experienced in the appraisal of
          companies engaged in the businesses in which the Corporation is then
          engaged, and the unanimous decision of the three appraisers shall
          govern or, if the three appraisers cannot unanimously agree, then the
          average of the two appraisers closest in amount shall be considered
          the Appraisal Value. The Appraisal Value, determined as herein

<PAGE>


          provided, shall be final and conclusive on the Corporation and the
          Optionee and shall be enforceable in any court having jurisdiction
          over a proceeding brought to seek such enforcement. In the event that
          the final Appraisal Value determined in accordance with the foregoing
          exceeds the initial Appraisal Value determined by the appraiser
          appointed by the Corporation by more than $50,000, then the
          Corporation shall be responsible for the costs of all appraisers;
          otherwise the Optionee shall be responsible for the costs of all
          appraisers other than the appraiser appointed by the Corporation.

               (b) As used in this Agreement, the term Market Value shall mean a
          value equal to (i) the average of the high and low prices of the
          Common Stock on all securities exchanges on which Common Stock may be
          listed during the applicable, period listed below, or (ii) if there
          shall have been no sales on any such exchange on any day during such
          period, the average of the bid and asked prices of Common Stock at the
          end of each such day, or (iii) if Common Stock shall not be so listed,
          the average of the bid and asked prices during such period in the
          over-the-counter market. if any, in each circumstance set forth above,
          averaged over the 20 consecutive trading days immediately prior to the
          day as to which Market Value is determined. In the event quotations
          for the Common Stock are not available for each day during the twenty
          consecutive day period provided above, then such Market Value shall be
          determined based upon the first twenty days (which need not be
          consecutive) preceding the day as of which Market Value is to be
          determined for which quotations are available, provided such twenty
          day period does not extend past fifty business days from the date as
          of which Market Value is to be determined.

          5.   SPECIAL COVENANTS OF THE CORPORATION.

               The Corporation covenants and agrees that until the earlier of
          the Expiration Date or the exercise in full of this Option:

               a. The Corporation will not, by amendment of its Certificate of
          Incorporation or through any reorganization, transfer of assets,
          consolidation, merger, dissolution, issue or sale of securities or any
          other voluntary action, directly or indirectly avoid or seek to avoid
          the observance or performance of any of the terms of this Agreement,
          but will at all times in good faith assist in the carrying out of all
          such terms and in the taking of all such action as may be necessary or
          appropriate in order to protect the rights of the Optionee against
          dilution or other impairment. Without limiting the generality of the
          foregoing, the Corporation (i) will not increase the par value of any
          shares of stock receivable upon the exercise of the Option above the
          Purchase Price payable therefor upon such exercise, and (ii) will take
          all such action as may be necessary or appropriate in order that the
          Corporation may validly and legally issue fully paid and non
          assessable shares of stock upon the exercise of the Option (including
          as a result of a reduction in the Purchase Price pursuant to the terms
          hereof).

               b. If any Shares required to be reserved for the purposes of
          exercise of this Option require registration with or approval of any
          governmental authority under any federal law (other than the
          Securities Act) or under any state law before such Shares may be
          issued upon exercise of this Option, the Corporation will, at its
          expense, as expeditiously as possible use its best efforts to cause
          such Shares to be duly registered or approved, as the case may be;
          PROVIDED, HOWEVER, that the Corporation shall not be required to so
          register such Shares in more than 2 states unless the Optionee agrees
          to pay the expenses of such registration of each state over and above
          the first 2.


<PAGE>


               c. If at any time Common Stock is listed on any national
          securities exchange (as defined in the Exchange Act), the Corporation
          will, at its expense, obtain and maintain the approval for listing on
          each such exchange upon "official notice of issuance" of all Shares
          issuable upon the exercise of the Option and maintain the listing of
          such Shares after their issuance and the Corporation will so list on
          such national securities exchange, will register under the Exchange
          Act (and any similar state statute then in effect), and will maintain
          such listing of, any other securities that at any time are issuable
          upon exercise of the Option, if and at the time that any securities of
          the same class shall be listed on such national securities exchange by
          the Corporation.

               d. In the event that a Business Combination (as hereinafter
          defined) between the Corporation and any Related Person (as
          hereinafter defined) is proposed, such Business Combination shall not
          be valid or effective unless the terms thereof shall provide for the
          payment to the Optionee for all of his Shares of an amount not less
          than the highest price per share which such Related Person paid to
          acquire any share of such class or series, or any share of any class
          or series issuable upon exercise hereof, as the case may be, pursuant
          to a tender offer, cash purchase, market transaction or privately
          negotiated sale not effected on the open market within three years
          prior to the record date set to determine the stockholders entitled to
          vote on the proposed Business Combination. The consideration to be
          paid to the Holder shall be in cash or in such other form as that in
          which the price determined pursuant to the foregoing clause shall have
          been paid.

               e. For the purposes of this Agreement, the following terms shall
          have the meanings set forth below:

                    (i) The term "Business Combination" shall mean (a) any
               merger or consolidation of the Corporation with or into a Related
               Person, (b) any sale, lease, exchange, transfer or other
               disposition of all or substantially all of the assets of the
               Corporation (including any voting securities of a subsidiary of
               the Corporation) to a Related Person or of a Related Person to
               the Corporation, (c) the issuance of any securities of a Related
               Person in a share exchange for stock of the Corporation, (d) any
               re-capitalization of the Corporation that would have the effect
               of increasing the voting power of a Related Person, and (e) any
               plan or proposal for the liquidation or dissolution of the
               Corporation proposed by or on behalf of a Related Person.

                    (ii) The term "Related Person shall mean and include any
               individual, corporation, partnership or other person or entity
               which, together with its "Affiliates" and Associates" (as defined
               pursuant to Rule l2b-2 under the Exchange Act) "Beneficially
               Owns" (as defined pursuant to Rule 13d-3 under the Exchange Act)
               shares of capital stock of the Corporation having more than ten
               (10) percent of the voting power of the outstanding Voting Stock
               of the Corporation, and any Affiliate or Associate of any such
               individual, corporation, partnership or other person or entity.

                    (iii) The term "Voting Stock" shall mean all outstanding
               shares of capital stock of the Corporation entitled to vote
               generally in the election of directors, other than any stock
               having such right only by reason of the occurrence of a
               contingency.

<PAGE>


     6. NOTIFICATION BY THE CORPORATION.

                     In case at any time:

               (i)  the Corporation shall declare any dividend or make any
                    distribution upon its Common Stock; or

               (ii) the Corporation shall offer for subscription PRO RATA to the
                    holders of its Common Stock any additional shares of stock
                    of any class or any other securities convertible into or
                    exchangeable for shares of stock or any rights or options to
                    subscribe thereto; or

               (iii) the Board of Directors of the Corporation shall authorize
                    any capital reorganization, reclassification or similar
                    transaction involving the capital stock of the Corporation,
                    or a sale or conveyance of all or substantially all of the
                    assets of the Corporation, or a consolidation. merger or
                    business combination of the Corporation with another Person;
                    or

               (iv) actions or proceedings shall be authorized or commenced for
                    a voluntary or involuntary dissolution, liquidation or
                    winding-up of the Corporation;

then, in any or more of such cases, the Corporation shall give written notice to
the Optionee, at the earliest time legally practicable (and not less than 10
days before any record date or other date set for definitive action) of the date
on which (A) the books of the Corporation shall close or a record shall be taken
for such dividend, distribution or subscription rights or options (B) such
reorganization, reclassification, sale, conveyance, consolidation, merger,
dissolution, liquidation or winding-up shall take place or be voted on by
stockholders of the Corporation, as the case may be. Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in said dividend, distribution, subscription rights or options or
shall be entitled to exchange their Common Stock for securities or other
property deliverable upon such reorganization, reclassification, sale,
conveyance, consolidation, merger, dissolution, liquidation or winding-up, as
the case may be. If the action in question or the record date is subject to the
effectiveness of a registration statement under the Securities Act or to a
favorable vote of stockholders, the notice required by this Section 6 shall so
state.

     7. RIGHTS AND OBLIGATIONS PRIOR TO EXERCISE OF THE OPTION.

            Optionee shall have no rights, privileges or obligations as a
 stockholder with respect to the Shares until payment of the Option Price as set
 forth in paragraph 2 above.

     8. NON-TRANSFERABILITY OF THE OPTION.

            The Option will not be transferable otherwise than by will or by the
 laws of descent and distribution, and the Option may be exercised during the
 lifetime of Optionee only by him. More particularly, but without limiting the
 generality of the foregoing, the Option may not be assigned, transferred
 (except as provided in the next preceding sentence) or otherwise disposed of,
 or pledged or hypothecated in any way (whether by operation of law or
 otherwise), and will not be subject to execution. attachment or other process.
 Any assignment, transfer, pledge, hypothecation or other disposition of the
 Option attempted contrary to the terms and provisions of this Agreement, or any
 levy of execution, attachment or other process attempted upon the Option, will
 be null and void and without effect. Any attempt to make such assignment,
 transfer, pledge, hypothecation or other disposition of the Option or any
 attempt to make any such levy of execution, attachment or other process will
 cause the Option to terminate immediately upon the happening of any such event
 if the Board of Directors of the Corporation, at any time, should, in its sole
 discretion, so elect, by written notice to Optionee or to the person(s) then
 entitled to exercise the Option under the provisions of paragraph 9 below;
 provided, however, that any such termination of the Option under the foregoing
 provisions of this paragraph 9 will not prejudice any rights or remedies which
 the Corporation or any subsidiary may have under this Agreement or otherwise.


<PAGE>


     9. EXERCISE UPON DEATH.

           If Optionee dies while the Option is exercisable by Optionee, the
Option may, subject to the provisions of paragraphs 8 and 10(d) hereof, be
exercised by the estate of Optionee or by the person(s) (including the estate of
any such person(s) who has died) who acquires the right to exercise the Option
by bequest or inheritance or by reason of the death of Optionee (or by reason of
the death of any person(s) entitled to exercise the Option pursuant to this
paragraph 9, at any time prior to the date set forth in paragraph 3(c) above.

     10. REGISTRATION RIGHTS.

          a. "PIGGYBACK" REGISTRATION RIGHTS. At least fifteen (15) days prior
to the proposed filing of a registration statement under the Securities Act for
any offering of any class of equity securities for the account of the Company or
any other Person (other than a registration statement on Form S-4 or S-8 (or any
successor forms under the Securities Act) or other registrations relating solely
to employee benefit plans or any transaction governed by Rule 145 of the
Securities Act), the Company shall give written notice of such proposed filing
and of the proposed date thereof to the Optionee, and if, on or before the
twentieth (20th) day following the date on which such notice is given, the
Company shall receive a written request, requesting that the Company include
among the securities covered by such registration statement any Company Stock
issued to Optionee or issuable to Optionee pursuant to this Option for offering
for sale in a manner and on terms set forth in such request, the Company shall
include such Company Stock in such registration statement, if filed, so as to
permit such Company Stock to be sold or disposed of in the manner and on the
terms of the offering thereof set forth in such request. Such registration,
including the initial public offering made by the Company, shall hereinafter be
called a "Piggyback Registration".

          b. DEMAND REGISTRATION RIGHTS. The Optionee shall have the right
(which right is in addition to the piggyback registration rights provided for
under Section 11(a) hereto), exercisable by written notice to the Corporation
(the "Demand Registration Request"), to have the Corporation prepare and file
with the SEC, on one occasion, at the sole expense of the Corporation, a
registration statement and such other documents, including a prospectus, as may
be necessary (in the opinion of counsel for the Corporation), in order to comply
with the provisions of the Securities Act of 1933, as amended (the "Securities
Act"), so as to permit a public offering and sale of the securities covered by
the Option by the holders thereof, for one demand registration right. In
connection with the filing of a registration statement pursuant to this Section
11(b), the Corporation shall (i) file the registration statement as
expeditiously as possible after the receipt by the Corporation of the Demand
Registration Request, and (ii) use its best efforts to have any such
registration statement declared effective at the earliest possible time.

          c. TERMS AND CONDITIONS OF REGISTRATION OR QUALIFICATION. In
connection with any registration statement filed pursuant to Section 11(a)
hereof, the following provisions shall apply:



          (i) If the managing underwriter advises that the inclusion in such
registration or qualification of some or all of the Company Stock sought to be
registered exceeds the number (the "Saleable Number") that can be sold in an
orderly fashion without a substantial risk that the price per share to be
derived from such registration will be materially and adversely affected, then
the number of shares of Company Stock offered shall be limited to the Saleable
Number and shall be allocated as follows:

          (1) first, all the Company Stock the Company proposes to register and

          (2) second, the difference between the Saleable Number and the number
of shares allocated among all other selling Shareholders pro rata on the basis
of the relative number of shares of Common Stock offered for sale by each such
Stockholder.

          (ii) The Optionee will promptly provide the Company with such
information as the Company shall reasonably request in order to prepare any such
registration statement filed pursuant to this Section 11 and, upon the Company's
request, Optionee shall provide such information in writing and signed and
stated to be specifically for inclusion in the registration statement. In the
event that the distribution of the Company Stock covered by the registration
statement shall be effected by means of an underwriting, the right of Optionee
to include its Company Stock in such registration shall be conditioned on such
holder's execution and delivery of a customary underwriting agreement, custody
agreement, selling stockholder power of attorney and similar agreements with
respect thereto; provided, however, that except with respect to information
concerning such holder and such holder's intended manner of distribution of the
Company Stock, Optionee shall not be required to make any representations or
warranties in such agreement as a condition to the inclusion of its Company
Stock in such registration.

          d. All fees and expenses in connection with the preparation and filing
of any registration statement filed pursuant to Section 11 hereof (other than
underwriting fees, discounts or commissions with respect to Company Stock of the
Optionee) shall be borne solely by the Company.

          e. Following the effective date of such registration statement, the
Company shall, upon the request of the Optionee, forthwith supply such number of
prospectuses (including preliminary prospectuses and amendments and supplements
thereto) meeting the requirements of the Securities Act or such other securities
laws where the registration statement or prospectus has been filed and such
other documents as are referred to in the registration statement as shall be
requested by the Optionee to permit such Optionee to make a public distribution
of their Company Stock.

          f. The Company shall prepare and file such amendments and supplements
to such registration statement as may be necessary to keep such registration
statement effective and to comply with the provisions of the Securities Act or
such other securities laws where the registration statement has been filed with
respect to the offer and sale or other disposition of the Company Stock covered
by such registration statement during the period required for distribution of
the Company Stock, which period shall not be in excess of sixty (60) days from
the effective date of such registration statement.

          g. The Company shall use its best efforts to register or qualify the
Company Stock of the Optionee covered by any such registration statement under
such securities or "Blue Sky" laws in such jurisdictions as the Optionee may
request; provided, however, that the Company shall not be required to execute a
general consent to service of process or to qualify to do business as a foreign
corporation in any jurisdiction where it is not so qualified in order to comply
with such request.


<PAGE>

          h. In connection with any registration pursuant to Section 11 hereof,
the Company will as expeditiously as possible:

                    (i) cause the Company Stock covered by such registration
               statement to be registered with or approved by such other
               governmental agencies or authorities as may be necessary by
               virtue of the business and operations of the Company to enable
               the Optionee to consummate the disposition of such Company Stock;

                    (ii) promptly notify each Optionee at any time when a
               prospectus relating thereto is required to be delivered under the
               Securities Act, of the happening of any event as a result of
               which the prospectus included in such registration statement
               contains an untrue statement of a material fact or omits to state
               any material fact required to be stated therein or necessary to
               make the statements therein not misleading, and the Company will
               prepare a supplement or amendment to such prospectus so that as
               thereafter delivered to the purchasers of such Company Stock,
               such prospectus will not contain an untrue statement of a
               material fact or omit to state any material fact required to be
               stated therein or necessary to make the statements therein not
               misleading;

                    (iii) cause all Company Stock covered by the registration
               statement to be listed on each securities exchange on which
               similar securities issued by the Company are then listed, and,
               unless the same already exists, provide a transfer agent,
               registrar and CUSIP number for all such Company Stock not later
               than the effective date of the registration statement;

                    (iv) enter into such customary agreements (including an
               underwriting agreement in customary form) and take all such other
               actions as the holders of a majority of the voting power of the
               Company Stock being sold or the underwriters retained by such
               holders, if any, reasonably request in order to expedite or
               facilitate the disposition of such Company Stock;

                    (v) make available for inspection by the Optionee, any
               underwriter participating in any disposition pursuant to such
               registration statement, and any attorney, accountant or other
               agent retained by the Optionee or underwriter (collectively, the
               "Inspectors"), all financial and other records, pertinent
               corporate documents and properties of the Company as shall be
               necessary to enable them to exercise their due diligence
               responsibility, and cause the Company's officers, directors and
               employees to supply all information requested by any such
               Inspector in connection with such registration statement;

                    (vi) obtain "cold comfort" letters and updates thereof from
               the Company's independent public accountants and an opinion from
               the Company's counsel (naming the Optionee as additional
               addressees) in customary form and covering such matters of the
               type customarily covered by "cold comfort" letters and opinions
               of counsel, respectively, as the Optionee shall reasonably
               request;

                    (vii) supply copies of the registration statement and any
               amendments thereto to Optionee at least two (2) business days
               prior to filing such document with the SEC, and shall reasonably
               consult with such persons and their counsel with respect to the
               form and content of such filing. The Company will immediately
               amend such registration statement to include such reasonable
               changes as the Optionee reasonably agrees should be included
               therein. If Optionee shall request a change refused by the
               Company may withdraw his Company Stock from the Registration
               Statement;


<PAGE>


                    (viii) promptly provide Optionee with copies of any comment
               letters or other correspondence with the SEC;

                    (ix) promptly notify Optionee (i) of the issuance by the SEC
               of any stop order or order suspending the effectiveness of any
               registration statement or the initiation of any proceedings for
               that purpose, or (ii) of the receipt by the Company of any
               notification with respect to the suspension of the qualification
               of the Company Stock for sale in any jurisdiction, or the
               initiation of any proceedings for such purpose. The Company, with
               the reasonable cooperation of the Optionee, shall make every
               reasonable effort to contest any such proceedings and to obtain
               the withdrawal of any such order at the earliest possible moment,

                    (x) with a view to making available to the Optionee the
               benefits of Rule 144, (i) file with the SEC in a timely manner
               all reports and other documents required of the Company under the
               Exchange Act, and (ii) furnish to Optionee, so long as the
               Optionee holds any Company Stock subject to this Agreement,
               forthwith upon request (a) a written statement by the Company
               that it has complied with the reporting requirements of Rule 144,
               the Securities Act and the Exchange Act, (b) a copy of the most
               recent annual or quarterly report of the Company and such other
               reports and documents so filed by the Company, and (c) such other
               information as may be reasonably requested in availing Optionee
               of any rule or regulation of the SEC which permits the selling of
               any such securities without registration under the Securities
               Act; and

                    (xi) otherwise comply with all applicable rules and
               regulations of the Commission, and make available to its security
               holders, as soon as reasonably practicable, an earnings statement
               covering a period of twelve (12) months, beginning within three
               (3) months after the effective date of the registration
               statement, which earnings statement shall satisfy the provisions
               of Section 11(a) of the Securities Act and Rule 158 thereunder.

          i. Optionee agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section hereof, Optionee
will forthwith discontinue disposition of its Company Stock pursuant to the
registration statement covering such, Company Stock until Optionee's receipt of
the copies of the supplemented or amended prospectus contemplated by such
Section 6. 1 (c)(viii)(B) hereof and, if so directed by the Company, such holder
will deliver to the Company (at the Company's expense) all copies, other than
permanent file copies then in such holder's possession, of the prospectus
covering such Company Stock current at the time of receipt of such notice.

          j. The Company shall not be required to register any Company Stock
with respect to any proposed offer or sale after a registration statement with
respect to the sale of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement or if such securities shall have been
previously sold pursuant to Rule 144 under the Securities Act.

          k. The Company will not, at any time after the date hereof, grant any
registration rights that conflict with, or have any priority over, the
registration rights granted hereby.

11.  INDEMNIFICATION.

          a. In the event of the registration or qualification of any Company
Stock of the Optionee under the Securities Act or any other applicable
securities laws pursuant to the provisions of this Section 11, the Company
agrees to indemnify and hold harmless Optionee (a "Seller"), underwriter, broker
or dealer, if any, of such Company Stock, and each other Person, if any, who
controls any such Seller, underwriter, broker or dealer within the meaning of
the Securities Act or any other applicable securities, from and against any and
all losses, claims, damages or liabilities (or actions in respect thereto),


<PAGE>


joint or several, to which such Seller, underwriter, broker or dealer or
controlling Person may become subject under the Securities Act or any other
applicable securities laws or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact contained
in any registration statement under which such Company Stock was registered or
qualified under the Securities Act or any other applicable securities laws, any
preliminary prospectus or final prospectus relating to such Company Stock, or
any amendment or supplement thereto, or arise out of or are based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, or
any violation by the Company of any rule or regulation under the Securities Act
or any other applicable securities laws applicable to the Company or relating to
any action or inaction required by the Company in connection with any such
registration or qualification and will reimburse each such Seller, underwriter,
broker or dealer and each such controlling Person for any legal or other
expenses reasonably incurred by such Seller, underwriter, broker or dealer or
controlling person in connection with investigating or defending any such loss,
claim, damage, liability or action. provided, however, that the Company will not
be liable in any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or omission made in
such registration statement, such preliminary prospectus, such final prospectus
or such amendment or supplement thereto in reliance upon and in conformity with
written information finished to the Company by such Seller, underwriter, broker,
dealer or controlling Person specifically and expressly for use in the
preparation thereof or, with respect to any misstatement or omission, to the
extent such misstatement or omission was corrected in a revised prospectus made
available for delivery prior to the consummation of the subject transaction.

          b. In the event of the registration or qualification of any Company
Stock of Optionee under the Securities Act or any other applicable securities
laws for sale pursuant to the provisions hereof, Optionee , each underwriter,
broker and dealer, if any, of such Company Stock, and each other person, if any,
who controls Optioneee or any such underwriter, broker or dealer within the
meaning of the Securities Act, agrees severally, and not jointly, to indemnify
and hold harmless the Company, each Person who controls the Company within the
meaning of the Securities Act, and each officer and director of the Company from
and against any losses, claims, damages or liabilities, joint or several, to
which the Company, such controlling Person or any such officer or director may
become subject under the Securities Act or any other applicable securities laws
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement of any
material fact contained in any registration statement under which such Company
Stock was registered or qualified under the Securities Act or any other
applicable securities laws, any preliminary prospectus or final prospectus
relating to such Company Stock, or any amendment or supplement thereto, or arise
out of or are based upon an untrue statement or the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, which untrue statement or omission was made therein in
reliance upon and in conformity with written information furnished to the
Company by such Optionee, specifically for use in connection with the
preparation thereof, and will reimburse the Company, such controlling Person and
each such officer or director for any legal or any other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability, or action; provided, however, that no Optionee shall
be liable under this Section for any amount in excess of the net proceeds to
Optionee of Company Stock sold by it.

          c. Promptly after receipt by a person entitled to indemnification
under this Section 11(k) (an "indemnified party") of notice of the commencement
of any action or claim relating to any registration statement filed under
Section 11(a) or Section 11(b) hereof or as to which indemnity may be sought
hereunder, such indemnified party will, if a claim for indemnification hereunder


<PAGE>


in respect thereof is to be made against any other party hereto (an
"indemnifying party"), give written notice to such indemnifying party of the
commencement of such action or claim, but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than pursuant to the provisions of this Section
11(k) and shall also not relieve the indemnifying party of its obligations under
this Section 11(k) except to the extent that the indemnifying party is actually
prejudiced thereby. In case any such action is brought against an indemnified
party, and it notifies an indemnifying party of the commencement thereof, the
indemnifying party will be entitled (at its own expense) to participate in and,
to the extent that it may wish, jointly with any other indemnifying party
similarly notified, to assume the defense, with counsel reasonably satisfactory
to such indemnified party, of such action and/or to settle such action and,
after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by such indemnified party in connection with the defense thereof. other
than the reasonable cost of investigation; provided, however, that no
indemnifying party shall enter into any settlement agreement without the prior
written consent of the indemnified party unless such indemnified party is fully
released and discharged from any such liability. Notwithstanding the foregoing,
the indemnified party shall have the right to employ its own counsel in any such
case, but the fees and expenses of such counsel shall be at the expense of such
indemnified party unless (A) the employment of such counsel shall have been
authorized in writing by the indemnifying party in connection with the defense
of such suit, action, claim or proceeding, (B) the indemnifying party shall not
have employed counsel (reasonably satisfactory to the indemnified party) to take
charge of the defense of such action, suit, claim or proceeding, or (C) such
indemnified party shall have reasonably concluded, based upon the advice of
counsel, that there may be defenses available to it which are different from or
additional to those available to the indemnifying party which, if the
indemnifying party and the indemnified party were to be represented by the same
counsel, could result in a conflict of interest for such counsel of materially
prejudice the prosecution of the defenses available to such indemnified party.
If any of the events specified in clauses (A), (B) or (C) of the preceding
sentence shall have occurred or shall otherwise be applicable, then the fees and
expenses of one counsel or firm of counsel selected by a majority in interest of
the indemnified parties (and reasonably acceptable to the indemnifying party)
shall be borne by the indemnifying party. If, in any such case, the indemnified
party employs separate counsel, the indemnifying party shall not have the right
to direct the defense of such action, suit, claim or proceeding on behalf of the
Stockholder indemnified party and the indemnified party shall assume such
defense and/or settle such action; provided, however, that, an indemnifying
party shall not be liable for the settlement of any action, suit, claim or
proceeding effected without its prior written consent which consent shall not be
unreasonably withheld.

          d. If the indemnification provided for in this Section 11 is held by a
court of competent jurisdiction to be unavailable to an indemnified party with
respect to any loss, claim, damage, liability or action referred to herein, then
the indemnifying party, in lieu of indemnifying such indemnified party
hereunder, shall contribute to the amounts paid or payable by such indemnified
paM as a result of such loss, claim, damage, liability or action in such
proportion as is appropriate to reflect the relative fault of the indemnifying
party on the one hand and of the indemnified party on the other in connection
with the statements or omissions which resulted in such loss, claim, damage,
liability or action. The relative fault of the indemnifying party and of the
indemnified party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information
supplied by the indemnifying party or by the indemnified party and the parties'
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.


<PAGE>


12.   REGISTRATION AND RESTRICTIONS ON DISPOSITION.

          a. Optionee understands that neither the Option nor the Shares subject
thereto and issuable upon the exercise thereof are registered or will be
registered under the Securities Act of 1933, as amended (the "Act") except as
provided for in Section 11. Optionee represents that the Option and the Shares
are being acquired by him for investment, without any present intention of
selling or otherwise distributing all or any part of the Shares.

          b. Subject to Section 11, upon any sale or transfer of the Shares, so
long as the Shares which are the subject of any such sale or transfer bear the
legend required by Section 10(d) hereof, Optionee shall deliver to the
Corporation an opinion of counsel reasonably satisfactory to the Corporation to
the effect that either (i) the Shares to be so sold or transferred have been
registered under the Act, and that there is in effect a current prospectus
meeting the requirements of Subsection 10(a) of the Act which is being or will
be delivered to the purchaser or transferee at or prior to the time of delivery
of the certificates evidencing the Shares to be sold or transferred, or (ii) the
Shares may then be sold without violating Section 5 of the Act.

          c. Notwithstanding anything contained in this Agreement to the
contrary, if the Corporation has granted or simultaneously with the grant of the
Option shall grant, one or more options to acquire its securities to any other
employee, which option shall contain rights (exclusive of the exercise price,
number of share and length) more favorable to such employee than the terms set
forth in this Agreement, including, without limitation, so-called registration
rights, then, at the option of Optionee any such provisions shall be deemed to
be incorporated in this Agreement by reference.

          d. Subject to Section 11, the certificates representing the Shares
issued upon exercise of the Option will bear the following legend (unless
transferred pursuant to an effective registration statement or such legend may
be removed in compliance with applicable law, including Rule 144(k)):

      "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
      UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT
      BE TRANSFERRED. ASSIGNED, HYPOTHECATED OR PLEDGED EXCEPT IN ACCORDANCE
      WITH THE ACT AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER."

          13. RESERVATION OF SHARES. The Corporation shall, at all times during
the term of the Option, reserve and keep available such number of shares of
Common Stock then subject to the Option as will be sufficient to satisfy the
requirements of this Agreement.

          14. NOTICES. Each notice relating to this Agreement will be in writing
and delivered in person or by certified mail, return receipt requested, to the
proper address. All notices to the Corporation shall be addressed to it at its
principal executive offices at Limmattalstr. 10, CH-8954 Geroldswil. All notices
to Optionee or other person(s) then entitled to exercise the Option shall be
addressed to Optionee or such other person(s) at Optionee's address specified in
the first paragraph hereof Anyone to whom a notice may be given under this
Agreement may designate a new address by notice to that effect.

          15. BENEFITS OF AGREEMENT. This Agreement will inure to the benefit
of, and be binding upon, the parties hereto and their respective heirs, personal
representatives, successors and assigns.

          16. SCOPE AND MODIFICATION OF AGREEMENT. With the exception of the
Employment Agreement between Optionee and the Corporation, this Agreement shall
supersede any and all prior and contemporaneous agreements or understandings
between the Corporation and Optionee which relate to its subject matter, whether

<PAGE>


express or implied. Both the Corporation and Optionee hereby agree that any and
all such prior agreements shall be null and void and shall have no further
effect. This Agreement shall not be modified except by written agreement signed
by the Corporation and Optionee.

          17. GOVERNING LAW. This Agreement and the rights and duties of the
parties hereunder shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to its principles of conflicts of laws.

          18. ARBITRATION. Any controversy, dispute or question arising out of,
in connection with, or in relation to this Agreement or its interpretation or
performance or non-performance, or for any breach, shall be determined by
arbitration in accordance with the then existing rules of the American
Arbitration Association in New York, New York. Judgment upon any award rendered
by the arbitrator(s) may be entered in any court having jurisdiction. No
provisions of this paragraph 16 shall limit the right of any party to exercise
self-help remedies, if any, to obtain any provisional or ancillary remedies
(including, but not limited to, injunctive relief or specific performance) from
a court of competent jurisdiction. The institution and maintenance of any remedy
permitted above shall constitute a waiver of the right to submit any controversy
or claim to arbitration. The statute of limitations, estoppel, laces, and
similar doctrines which would otherwise be applicable in an action brought by a
party shall be applicable in any arbitration.

          19. MISCELLANEOUS PROVISIONS.

               a. Any term or provision of this Agreement which is declared by a
court of competent jurisdiction to be invalid, unenforceable or in violation of
any applicable statute, rule or other law shall be deemed, if possible, to be
modified or altered to enable such term or provision to comply thereto or, if
not possible, to be omitted herefrom. The invalidity of any portion hereof shall
not affect the force and effect of the remaining valid portions hereof.

               b. This Agreement may be executed in one or more counterparts,
any one of which shall be deemed a duplicate original and all of which shall
constitute one and the same agreement.

               c. No term or condition of this Agreement shall be deemed to have
been waived. nor shall there be any estoppel against the enforcement of any
provision of this Agreement, except by written instrument of the party charged
with such waiver or estoppel.

           IN WITNESS WHEREOF, the Corporation has caused this Agreement to be
executed in its name by its Chairman of the Board, President or a Vice President
and its corporate seal to be hereunto affixed and attested by its Secretary or
one of its Assistant Secretaries and Optionee has hereunto set his hand all as
of the day, month and year first above written.

                                         UTG COMMUNICATIONS INTERNATIONAL, INC.


                                         By:
                                            ---------------------------------
                                         OPTIONEE
                                         Ueli Ernst