<PAGE>

                                                                    EXHIBIT 10.4

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

     THIS EMPLOYMENT AGREEMENT is made and entered into as of the 21st day of
August, 2000, by and between CHICO'S FAS, INC. a Florida corporation (the
"Employer"), and PATRICIA MURPHY (the "Employee").

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

     1.   Employment.  The Employer hereby employs the Employee, and the
          ----------
Employee hereby accepts such employment, upon the terms and subject to the
conditions set forth in this Agreement.

     2.   Term.
          ----

     Subject to the provisions of termination as hereinafter provided, the term
of employment under this Agreement shall be effective as of the date first above
written and shall continue through December 31, 2001; provided, however, that
beginning on December 31, 2000 and on each December 31st (each a "Renewal Date")
thereafter, the term of this agreement shall automatically be extended for one
additional year so that on each Renewal Date the then remaining unexpired term
of this Agreement shall be two years, unless either party gives the other
written notice of non-renewal at least ninety (90) days prior to any such
Renewal Date.

     3.   Compensation; Reimbursement, Etc.
          ---------------------------------

          (a) The Employer shall pay to the Employee as compensation for all
services rendered by the Employee during the term of this Agreement a basic
annualized salary of $240,000 per year (the "Basic Salary"), or such other sum
as the parties may agree on from time to time, payable monthly or in other more
frequent installments, as determined by the Employer.  The Board of Directors of
the Employer shall have the right to increase the Employee's compensation from
time to time by action of the Board of Directors.  In addition, the Board of
Directors of the Employer, in its discretion, may, with respect to any year
during the term hereof, award a bonus or bonuses to the Employee in addition to
the bonuses provided for in Section 3(b).  The compensation provided for in this
Section 3(a) shall be in addition to any pension or profit sharing payments set
aside or allocated for the benefit of the Employee.

          (b) In addition to the Basic Salary paid pursuant to Section 3(a), the
Employer shall pay as incentive compensation a semi annual bonus based upon the
Employee's performance and computed in accordance with the incentive bonus plan
adopted each year by the Board of Directors of the Employer.

          (c) The Employer shall reimburse the Employee for all reasonable
expenses incurred by the Employee in the performance of her duties under this
Agreement; provided, however,
<PAGE>

that the Employee must furnish to the Employer an itemized account, satisfactory
to the Employer, in substantiation of such expenditures.

          (d) The Employee shall be entitled to such fringe benefits including,
but not limited to, medical and insurance benefits as may be provided from time
to time by the Employer to other management employees of the Employer.

          (e) The Employee shall provide her own automobile for use as an
employee hereunder.  The Employee shall at all times maintain said automobile in
good repair and condition and shall insure both Employer and Employee against
claims for bodily injury, death or property damage occurring as a result of its
use to the limit of not less than Five Hundred Thousand ($500,000.00) Dollars in
respect to any one accident and to the limit of not less than One Million
($1,000,000.00) Dollars in respect to any one accident and to the limit of not
less than One Hundred Thousand ($100,000.00) Dollars in respect to property
damage.  The Employer shall provide the Executive with an automobile allowance
of $1,000 per month ($12,000 per year).

     4.   Duties.  The Employee is engaged as the Senior Vice President -
          ------
General Merchandise Manager.  In addition, the Employee shall have such other
duties as may from time to time be reasonably assigned to her by the Board of
Directors of the Employer.

     5.   Extent of Services; Vacations and Days Off.
          ------------------------------------------

          (a) During the term of her employment under this Agreement, the
Employee shall devote such time, energy and attention during regular business
hours to the benefit and business of the Employer as may be reasonably necessary
in performing her duties pursuant to this Agreement.

          (b) The Employee shall be entitled to vacations with pay and to such
personal and sick leave with pay in accordance with the policy of the Employer
as may be established from time to time by the Employer.

     6.   Facilities.  The Employer shall provide the Employee with a fully
          ----------
furnished office, and the facilities of the Employer shall be generally
available to the Employee in the performance of her duties pursuant to this
Agreement, it being understood and contemplated by the parties that all
equipment, supplies and office personnel required in the performance of the
Employee's duties under this Agreement shall be supplied by the Employer.

     7.   Illness or Incapacity, Termination on Death, Etc.
          -------------------------------------------------

          (a) If the Employee dies during the term of her employment, the
Employer shall pay to the estate of the Employee such compensation, including
any bonus compensation earned but not yet paid, as would otherwise have been
payable to the Employee up to the end of the month in which her death occurs
plus six (6) month's additional compensation.  The Employer shall have no
additional financial obligation under this Agreement to the Employee or her
estate.  After receiving

                                      2.
<PAGE>

the payments provided in this subparagraph (a), the Employee and her estate
shall have no further rights under this Agreement.

          (b)  (i)  During any period of disability, illness or incapacity
during the term of this Agreement which renders the Employee at least
temporarily unable to perform the services required under this Agreement for a
period which shall not equal or exceed one hundred and eighty (180) continuous
days, or one hundred and eighty (180) continuous days in any one (1) year
period, the Employee shall receive the compensation payable under Section 3(a)
of this Agreement plus any bonus compensation earned but not yet paid, less any
benefits received by her under any disability insurance carried by or provided
by the Employer. All rights of the Employee under this Agreement (other than
rights already accrued) shall terminate as provided below upon the Employee's
permanent disability (as defined below), although the Employee shall continue to
receive any disability benefits to which she may be entitled under any
disability income insurance which may be carried by or provided by the Employer
from time to time.

               (ii) The term "permanent disability" as used in this Agreement
shall mean the inability of the Employee, as determined by the Board of
Directors of the Employer, by reason of physical or mental disability to perform
the duties required of her under this Agreement for a period of one hundred and
eighty (180) days in any one-year period. Successive periods of disability,
illness or incapacity will be considered separate periods unless the later
period of disability, illness or incapacity is due to the same or related cause
and commences less than six months from the ending of the previous period of
disability. Upon such determination, the Board of Directors may terminate the
Employee's employment under this Agreement upon ten (10) days' prior written
notice. If any determination of the Board of Directors with respect to permanent
disability is disputed by the Employee, the parties hereto agree to abide by the
decision of a panel of three physicians. The Employee and Employer shall each
appoint one member, and the third member of the panel shall be appointed by the
other two members. The Employee agrees to make herself available for and submit
to examinations by such physicians as may be directed by the Employer. Failure
to submit to any such examination shall constitute a breach of a material part
of this Agreement.

     8.   Other Terminations.
          ------------------

          (a)  Voluntary Termination By Executive.
               ----------------------------------

               (i)  The Employee may terminate her employment hereunder upon
giving at least ninety (90) days' prior written notice.

               (ii) If the Employee gives notice pursuant to Section 8(a) above,
the Employer shall have the right to relieve the Employee, in whole or in part,
of her duties under this Agreement (without reduction in compensation through
the termination date).

          (b)  Termination by Employer.
               -----------------------

                                      3.
<PAGE>

               (i)   Except as otherwise provided in this Agreement, the
Employer may terminate the employment of the Employee hereunder only for good
cause and upon written notice; provided, however, that no breach or default by
the Employee shall be deemed to occur hereunder unless the Employee shall have
failed to cure the breach or default within thirty (30) days after she received
written notice thereof indicating that it is a notice of termination pursuant to
this Section of this Agreement.

               (ii)  As used herein, "good cause" shall include:

                         (1) the Employee's conviction of either a felony
     involving moral turpitude or any crime in connection with her employment by
     the Employer which causes the Employer a substantial detriment, but
     specifically shall not include traffic offenses;

                         (2) actions by the Employee which clearly are contrary
     to the best interests of the Employer;

                         (3) the Employee's willful failure to take actions
     permitted by law and necessary to implement policies of the Employer's
     Board of Directors which the Board of Directors has communicated to her in
     writing;

                         (4) the Employee's continued failure to attend to her
     duties as an management employee of the Employer; or

                         (5) any condition which either resulted from the
     Employee's substantial dependence, as determined by the Board of Directors
     of the Employer, on alcohol, or any narcotic drug or other controlled or
     illegal substance. If any determination of substantial dependence is
     disputed by the Employee, the parties hereto agree to abide by the decision
     of a panel of three physicians appointed in the manner and subject to the
     same penalties for noncompliance as specified in Section 7(b)(ii) of this
     Agreement.

               (iii) Termination of the employment of the Employee for reasons
other than those expressly specified in this Agreement as good cause shall be
deemed to be a termination of employment "without good cause."

          (c)  Continuation of Compensation Following Termination Without Good
               ---------------------------------------------------------------
Cause.
-----

               (i)   If the Employer shall terminate the employment of the
Employee without good cause effective on a date earlier than the termination
date provided for in Section 2 (with the effective date of termination as so
identified by the Employer being referred to herein as the "Accelerated
Termination Date"), the Employee, until the termination date provided for in
Section 2 or until the date which is twelve (12) months after the Accelerated
Termination Date, whichever is later, shall continue to receive the Basic Salary
and other compensation and employee benefits (including without limitation the
bonus that would otherwise have been payable during such

                                      4.
<PAGE>

compensation continuation period under the bonus plan in effect immediately
before the Accelerated Termination Date) that the Employer has heretofore in
Section 3 agreed to pay and to provide for the Employee, in each case in the
amount and kind and at the time provided for in Section 3; provided that,
notwithstanding such termination of employment, the Employee's covenants set
forth in Section 10 and Section 11 are intended to and shall remain in full
force and effect.

               (ii) The parties agree that, because there can be no exact
measure of the damage that would occur to the Employee as a result of a
termination by the Employer of the Employee's employment without good cause, the
payments and benefits paid and provided pursuant to this Section 8(c) shall be
deemed to constitute liquidated damages and not a penalty for the Employer's
termination of the Employee's employment without good cause, and the Employer
agrees that the Employee shall not be required to mitigate her damages.

          (d)  Rights Upon Change in Control.
               -----------------------------

               (i)  If a Change in Control of the Employer, as defined in
Section 8(d)(ii) shall occur and the Employee shall:

                    (1) voluntarily terminate her employment within one year
     following such Change in Control and such termination shall be as a result
     of the Employee's good faith determination that as a result of the Change
     in Control and a change in circumstances thereafter significantly affecting
     her position, she can no longer adequately exercise the authorities,
     powers, functions or duties attached to her position as an executive
     officer of the Employer; or

                    (2) voluntarily terminate her employment within one year
     following such Change in Control, and such termination shall be as a result
     of the Employee's good faith determination that she can no longer perform
     her duties as an executive officer of the Employer by reason of a
     substantial diminution in her responsibilities, status or position; or

                    (3) have her employment terminated by the Employer for
     reasons other than those specified in Section 8(b)(ii) within one (1) year
     following such Change in Control;

then in any of the above three cases, the Employee shall have, instead of the
further rights described in Section 3(a), the right to immediately terminate
this Agreement and a nonforfeitable right to receive, payable in a lump sum, the
sum of the monthly amounts of her Basic Salary for a period equal to the greater
of 12 months or the number of full months remaining in the period from the date
of such termination through the termination date provided for in Section 2 of
this Agreement plus an amount equal to the aggregate of all bonuses earned by
the Employee with respect to the 12 month period ended on the fiscal quarter end
which next precedes such date of termination.

                                      5.
<PAGE>

              (ii)  For purposes of this Agreement, a "Change in Control" shall
mean:

                    (1) the obtaining by any party of fifty percent (50%) or
     more of the voting shares of the Employer pursuant to a "tender offer" for
     such shares as provided under Rule 14d-2 promulgated under the Securities
     Exchange Act of 1934, as amended, or any subsequent comparable federal rule
     or regulation governing tender offers; or

                    (2) individuals who were members of the Employer's Board of
     Directors immediately prior to any particular meeting of the Employer's
     shareholders which involves a contest for the election of directors fail to
     constitute a majority of the members of the Employer's Board of Directors
     following such election; or

                    (3) the Employer's executing an agreement concerning the
     sale of substantially all of its assets to a purchaser which is not a
     subsidiary; or

                    (4) the Employer's adoption of a plan of dissolution or
     liquidation; or

                    (5) the Employer's executing an agreement concerning a
     merger or consolidation involving the Employer in which the Employer is not
     the surviving corporation or if, immediately following such merger or
     consolidation, less than fifty percent (50%) of the surviving corporation's
     outstanding voting stock is held by persons who are stockholders of the
     Employer immediately prior to such merger or consolidation.

              (iii) The provisions of Section 8(c) and this Section 8(d) are
mutually exclusive, provided, however, that if within one year following
commencement of an 8(c) payout there shall be a Change in Control as defined in
Section 8(d)(ii), then the Employee shall be entitled to the amount payable to
the Employee under Section 8(d)(i) reduced by the amount that the Employee has
received under Section 8(c) up to the date of the change in control.  The
triggering of the lump sum payment requirement of this Section 8(d) shall cause
the provisions of Section 8(c) to become inoperative.  The triggering of the
continuation of payment provisions of Section 8(c) shall cause the provisions of
Section 8(d) to become inoperative except to the extent provided in this Section
8(d)(iii).

          (e) Compensation Payable Upon Termination by Employer for Good Cause
              ----------------------------------------------------------------
or Voluntarily by Employee Absent Change in Control.  If the employment of the
---------------------------------------------------
Employee is terminated for good cause under Section 8(b)(ii) of this Agreement,
or if the Employee voluntarily terminates her employment by written notice to
the Employer under Section 8(a) of this Agreement without reliance on Section
8(d), the Employer shall pay to the Employee any compensation earned but not
paid to the Employee prior to the effective date of such termination.  Under
such circumstances, such payment shall be in full and complete discharge of any
and all liabilities or obligations of the Employer to the Employee hereunder,
and the Employee shall be entitled to no further benefits under this Agreement.

                                      6.
<PAGE>

          (f)  Release.  Payment of any compensation to the Employee under this
               -------
Section 8 following termination of employment shall be conditioned upon the
prior receipt by the Employer of a release executed by the Employee in
substantially the form attached to this Agreement as Exhibit A.

     9.   Disclosure.  The Employee agrees that during the term of her
          ----------
employment by the Employer, she will disclose and disclose only to the Employer
all ideas, methods, plans, developments or improvements known by her which
relate directly or indirectly to the business of the Employer, whether acquired
by the Employee before or during her employment by the Employer. Nothing in this
Section 9 shall be construed as requiring any such communication where the idea,
plan, method or development is lawfully protected from disclosure as a trade
secret of a third party or by any other lawful prohibition against such
communication.

     10.  Confidentiality.  The Employee agrees to keep in strict secrecy and
          ---------------
confidence any and all information the Employee assimilates or to which she has
access during her employment by the Employer and which has not been publicly
disclosed and is not a matter of common knowledge in the fields of work of the
Employer.  The Employee agrees that both during and after the term of her
employment by the Employer, she will not, without the prior written consent of
the Employer, disclose any such confidential information to any third person,
partnership, joint venture, company, corporation or other organization.

     11.  Noncompetition and Nonsolicitation.
          ----------------------------------

     The Employee hereby acknowledges that, during and solely as a result of her
employment by the Employer, she has received and shall continue to receive:  (1)
special training and education with respect to the operations of a retail
clothing chain and other related matters, and (2) access to confidential
information and business and professional contacts.  In consideration of the
special and unique opportunities afforded to the Employee by the Employer as a
result of the Employee's employment, as outlined in the previous sentence, the
Employee hereby agrees as follows:

          (a)  During the term of the Employee's employment, whether pursuant to
this Agreement, any automatic or other renewal hereof or otherwise, and, except
as may be otherwise herein provided, for a period of two (2) years after the
termination of her employment with the Employer, regardless of the reason for
such termination, the Employee shall not, directly or indirectly, enter into,
engage in, be employed by or consult with any business which competes with the
business of the Employer by selling, offering to sell, soliciting offers to buy,
or producing, or by consulting with others concerning the selling or producing
of, any product substantially similar to those now sold or produced by the
Employer or included in the product lines then developed by the Employer for
sale or production, or by engaging in transactions with any person who was a
vendor of merchandise to the Employer; provided that the restriction on the
ability to deal with a vendor shall not apply to dealing with any vendor from
whom the Employer has not purchased or is not expected to purchase in excess of
$250,000 of merchandise in any one fiscal year.  The Employee

                                      7.
<PAGE>

shall not engage in such prohibited activities, either as an individual,
partner, officer, director, stockholder, employee, advisor, independent
contractor, joint venturer, consultant, agent, or representative or salesman for
any person, firm, partnership, corporation or other entity so competing with the
Employer. The restrictions of this Section 11 shall not be violated by (i) the
ownership of no more than 2% of the outstanding securities of any company whose
stock is traded on a national securities exchange or is quoted in the Automated
Quotation System of the National Association of Securities Dealers (NASDAQ), or
(ii) other outside business investments that do not in any manner conflict with
the services to be rendered by the Employee for the Employer and that do not
diminish or detract from the Employee's ability to render her required attention
to the business of the Employer.

          (b)  During her employment with the Employer and, except as may be
otherwise herein provided, for a period of two (2) years following the
termination of her employment with the Employer, regardless of the reason for
such termination, the Employee agrees she will refrain from and will not,
directly or indirectly, as an individual, partner, officer, director,
stockholder, employee, advisor, independent contractor, joint venturer,
consultant, agent, representative, salesman or otherwise (1) solicit any of the
employees of the Employer to terminate their employment or (2) accept employment
with or seek remuneration by any of the clients or customers of the Employer
with whom the Employer did business during the term of the Employee's
employment.

          (c)  The period of time during which the Employee is prohibited from
engaging in certain business practices pursuant to Sections 11(a) or (b) shall
be extended by any length of time during which the Employee is in breach of such
covenants.

          (d)  It is understood by and between the parties hereto that the
foregoing restrictive covenants set forth in Sections 11(a) through (c) are
essential elements of this Agreement, and that, but for the agreement of the
Employee to comply with such covenants, the Employer would not have agreed to
enter into this Agreement.  Such covenants by the Employee shall be construed as
agreements independent of any other provision in this Agreement.  The existence
of any claim or cause of action of the Employee against the Employer, whether
predicated on this Agreement, or otherwise, shall not constitute a defense to
the enforcement by the Employer of such covenants.

          (e)  It is agreed by the Employer and Employee that if any portion of
the covenants set forth in this Section 11 are held to be invalid, unreasonable,
arbitrary or against public policy, then such portion of such covenants shall be
considered divisible both as to time and geographical area.  The Employer and
Employee agree that, if any court of competent jurisdiction determines the
specified time period or the specified geographical area applicable to this
Section 11 to be invalid, unreasonable, arbitrary or against public policy, a
lesser time period or geographical area which is determined to be reasonable,
non-arbitrary and not against public policy may be enforced against the
Employee.  The Employer and the Employee agree that the foregoing covenants are
appropriate and reasonable when considered in light of the nature and extent of
the business conducted by the Employer.

                                      8.
<PAGE>

     12.  Specific Performance.  The Employee agrees that damages at law will be
          --------------------
an insufficient remedy to the Employer if the Employee violates the terms of
Sections 9, 10 or 11 of this Agreement and that the Employer would suffer
irreparable damage as a result of such violation. Accordingly, it is agreed that
the Employer shall be entitled, upon application to a court of competent
jurisdiction, to obtain injunctive relief to enforce the provisions of such
Sections, which injunctive relief shall be in addition to any other rights or
remedies available to the Employer.  The Employee agrees to pay to the Employer
all costs and expenses incurred by the Employer relating to the enforcement of
the terms of Sections 9, 10 or 11 of this Agreement, including reasonable fees
and disbursements of counsel (both at trial and in appellate proceedings).

     13.  Compliance with Other Agreements.  The Employee represents and
          --------------------------------
warrants that the execution of this Agreement by her and her performance of her
obligations hereunder will not conflict with, result in the breach of any
provision of or the termination of or constitute a default under any Agreement
to which the Employee is a party or by which the Employee is or may be bound.

     14.  Waiver of Breach.  The waiver by the Employer of a breach of any of
          ----------------
the provisions of this Agreement by the Employee shall not be construed as a
waiver of any subsequent breach by the Employee.

     15.  Binding Effect; Assignment.  The rights and obligations of the
          --------------------------
Employer under this Agreement shall inure to the benefit of and shall be binding
upon the successors and assigns of the Employer.   It is expressly acknowledged
that the provisions of Section 11 relating to noncompetition, nonsolicitation
and nonacceptance may be enforced by the Employer's successors and assigns.
This Agreement is a personal employment contract and the rights, obligations and
interests of the Employee hereunder may not be sold, assigned, transferred,
pledged or hypothecated.

     16.  Entire Agreement.  This Agreement contains the entire agreement and
          ----------------
supersedes all prior agreements and understandings, oral or written, with
respect to the subject matter hereof.  This Agreement may be changed only by an
agreement in writing signed by the party against whom any waiver, change,
amendment, modification or discharge is sought.

     17.  Headings.  The headings contained in this Agreement are for reference
          --------
purposes only and shall not affect the meaning or interpretation of this
Agreement.

     18.  Governing Law.  This Agreement shall be construed and enforced in
          -------------
accordance with the laws of the State of Florida.

     19.  Notice.  All notices which are required or may be given under this
          ------
Agreement shall be in writing and shall be deemed to have been duly given when
received if personally delivered; when transmitted if transmitted by telecopy or
similar electronic transmission method; one working day after it is sent, if
sent by recognized expedited delivery service; and five days after it is sent,
if

                                      9.
<PAGE>

mailed, first class mail, certified mail, return receipt requested, with postage
prepaid. In each case notice shall be sent to:

     If to the Employee:      Patricia Murphy
                              127 Vista Lane
                              Naples, FL 34119

     If to the Employer:      Chico's FAS, Inc.
                              11215 Metro Parkway
                              Ft. Myers, Florida  33912

     with a copy to:          Gary I. Teblum, Esquire
                              Trenam, Kemker, Scharf, Barkin,
                              Frye, O'Neill & Mullis, P.A.
                              Post Office Box 1102
                              Tampa, Florida 33601


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

                                    CHICO'S FAS, INC.


                                    By: /s/ Marvin Gralnick
                                        -----------------------------


                                    EMPLOYEE:


                                    /s/ Patricia Murphy
                                    ---------------------------------
                                    PATRICIA MURPHY

                                      10.
<PAGE>

                                   EXHIBIT A
                                      TO
                   EMPLOYMENT AGREEMENT WITH PATRICIA MURPHY
                          DATED AS OF AUGUST 21, 2000

                                    Release

     WHEREAS, _______________________________ (the "Executive") is an employee
of Chico's FAS, Inc., (the "Company") and is a party to the Employment Agreement
dated __________________ (the "Agreement");

     WHEREAS, the Executive's employment has been terminated in accordance with
Section 8___ of the Agreement; and

     WHEREAS, the Executive is required to sign this Release in order to receive
the payment of any compensation under Section 8 of the Agreement following
termination of employment.

     NOW, THEREFORE, in consideration of the promises and agreements contained
herein and other good and valuable consideration, the sufficiency and receipt of
which are hereby acknowledged, and intending to be legally bound, the Executive
agrees as follows:

     1.   This Release is effective on the date hereof and will continue in
effect as provided herein.

     2.   In consideration of the payments to be made and the benefits to be
received by the Executive pursuant to the Agreement, which the Executive
acknowledges are in addition to payment and benefits to which the Executive
would be entitled to but for the Agreement, the Executive, for the Executive and
the Executive's dependents, successors, assigns, heirs, executors and
administrators (and the Executive and their legal representatives of every
kind), hereby releases, dismisses, remises and forever discharges the Company,
its predecessors, parents, subsidiaries, divisions, related or affiliated
companies, officers, directors, stockholders, members, employees, heirs,
successors, assigns, representatives, agents and counsel (collectively the
"Released Party") from any and all arbitrations, claims, including claims for
attorney's fees, demands, damages, suits, proceedings, actions and/or causes of
action of any kind and every description, whether known or unknown, which the
Executive now has or may have had for, upon, or by reason of any cause
whatsoever ("claims"), against the Released Party, including but not limited to:

     (a)  any and all claims arising out of or relating to Executive's
          employment by or service with the Company and the Executive's
          termination from the Company.

     (b)  any and all claims of discrimination, including but not limited to
          claims of discrimination on the basis of sex, race, age, national
          origin, marital status, religion or handicap, including, specifically,
          but without limiting the generality of the foregoing, any claims under
          the Age Discrimination in Employment Act, as amended,

                                      A-1
<PAGE>

          Title VII of the Civil Rights Act of 1964, as amended, the Americans
          with Disabilities Act; and

     (c)  any and all claims of wrongful or unjust discharge or breach of any
          contract or promise, express or implied.

     3.   The Executive understands and acknowledges that the Company does not
admit any violation of law, liability or invasion of any of the Executive rights
and that any such violation, liability or invasion is expressly denied.  The
consideration provided for this Release is made for the purpose of settling and
extinguishing all claims and rights (and every other similar or dissimilar
matter) that the Executive ever had or now may have against the Company to the
extent provided in this Release.  The Executive further agrees and acknowledges
that no representations, promises or inducements have been made that the Company
other than as appear in the Agreement.

     4.   The Executive further agrees and acknowledges that:

     (a)  The Release provided for herein releases claims to and including the
          date of this Release;

     (b)  The Executive has been advised by the Company to consult with legal
          counsel prior to executing this Release, has had an opportunity to
          consult with and to be advised by legal counsel of the Executive's
          choice, fully understands the terms of this Release, and enters into
          this Release freely, voluntarily and intending to be found.

     (c)  The Executive has been given a period of 21 days to review and
          consider the terms of this Release, prior to its execution and that
          the Executive may use as much of the 21 day period as the Executive
          desires; and

     (d)  The Executive may, within 7 days after execution, revoke this Release.
          Revocation shall be made by delivering a written notice of revocation
          to the Chief Financial Officer at the Company.  For such revocation to
          be effective, written notice must be actually received by the Chief
          Financial Officer at the Company no later than the close of business
          on the 7th day after the Executive executes this Release.  If the
          Executive does exercise the Executive's right to revoke this Release,
          all of the terms and conditions of the Release shall be of no force
          and effect and the Company shall not have any obligation to make
          payments or provide benefits to the Executive as set forth in Sections
          8 of the Agreement.

     5.   The Executive agrees that the Executive will never file a lawsuit or
other complaint asserting any claim that is released in this Release.

     6.   The Executive waives and releases any claim that the Executive has or
may have to reemployment after _______________________________________________.

                                      A-2
<PAGE>

     IN WITNESS WHEREOF, the Executive has executed and delivered this Release
on the date set forth below.


Dated:______________________________        _________________________ Executive

                                      A-3