EMPLOYMENT AGREEMENT

     EMPLOYMENT  AGREEMENT  dated as of October 1 1997, by and between  Paramark
Enterprises,  Inc.  a  Delaware  corporation  (the  "Company")  and  Charles  N.
Loccisano ("Loccisano").

                                   BACKGROUND

     Loccisano is currently  employed by the Company in the position of Chairman
and Chief  Executive  Officer.  In that  position,  the  Loccisano  has provided
valuable services to the Company and its affiliated companies (hereinafter,  the
Company ).

     The Company  considers it essential  and in its best interest to foster the
continued employment of Loccisano. In this connection, the Board of Directors of
the Company,  (the "Board") has determined that Loccisano has served diligently,
capably and  faithfully  for many years,  is an  indispensable  executive of the
Company  and has  determined  that the  future  services  of  Loccisano  in such
capacity  will be of  value  to the  Company.  Therefore,  in  order  to  induce
Loccisano  to remain in the employ of the  Company,  the Company  and  Loccisano
desire to enter  this  agreement  to provide  for the  continued  employment  of
Loccisano by the Company.

     NOW  THEREFORE,  in  consideration  of the mutual  covenants and agreements
herein contained,  and intending to be legally bound hereby,  the parties hereto
hereby agree as follows:

     1.  Employment.  Company hereby  employs  Loccisano,  and Loccisano  hereby
accepts such  employment,  for the period stated in Section 3 and upon the other
terms and conditions herein provided.

     2.  Position  and  Duties.  During  the Term (as  defined  in  Section  3),
Loccisano  agrees  to serve as  Chairman  and  Chief  Executive  Officer  of the
Company. In his capacity as Chairman and Chief Executive Officer of the Company,
Loccisano  shall have  supervision and control over and  responsibility  for the
general management and operations of Company,  shall have final authority on all
Company matters and shall report  directly to the Board.  Loccisano will perform
such  other  duties as may from time to time be  assigned  to him by the  Board,
provided  such  duties  are  consistent  with  and do  not  interfere  with  the
performance  of the  duties  described  herein  and  are  of a type  customarily
performed by persons of similar  titles with similar  corporations.  Loccisano's
duties shall not be altered except upon the agreement of the parties. Throughout
the Term,  and except for  illness,  vacation  periods and any leaves of absence
granted by Company,  Loccisano shall devote the principal amount of his business
time,  attention,  skill and efforts to the faithful  performance  of his duties
hereunder,  and shall  accept such offices or  directorships  to which he may be
elected by the Board of the Company or its affiliates.  Loccisano's duties under
this Agreement will be performed  primarily in and from the Company's  principal
location in Secaucus, New Jersey.

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     3.   Term.

          (a) Period of Employment. - The period of Loccisano's employment under
this  Agreement  shall  commence as of the date hereof and shall,  unless sooner
terminated pursuant to Section 5, continue for a period of three years therefrom
(such period being herein referred to as the "Term"),  provided that, subject to
Section 3(b), and if the Term has not been terminated  pursuant to Section 5, as
of each  October I (the  Anniversary  Date")  during  the term the term shall be
extended for one year,  so that at all times the Term on each  Anniversary  Date
during the term of this Agreement shall be an unexpired period of three years.

          (b)  Termination  of  Automatic  Extension  by Notice.  The Company or
Loccisano may elect to terminate  the automatic  extension of the Term set forth
in Section  3(a) bv giving  written  notice of such  election.  Any notice given
hereunder shall be effective with respect to the automatic  extension  scheduled
to occur on the next  succeeding  Anniversary  Date  following the date on which
notice is given, provided that such notice must precede such Anniversary Date by
a period of not less than 30 days.

     4.   Compensation.

          (a) Salary and Incentive  Compensation.  For all services  rendered bv
Loccisano  in  any  capacity  during  the  Term,  Loccisano  shall  be  paid  as
compensation  a base annual  salary of $175,000 per annum (of which an amount of
$25,000  annually will accrue and will be paid on the earlier of the  completion
of a new capital  financing  transaction  by the Company which shall yield gross
proceeds of not less than  $750,000,  or such time when the  Company  achieves a
positive cash flow from operations), or such higher salary as may be agreed upon
from time to time by Company and Loccisano,  provided that, after the first year
of this Agreement,  at a minimum,  Loccisano's  salary shall be increased by ten
(10%) per annum for each year thereafter.  In addition,  Loccisano shall receive
such incentive  compensation  and bonus as may be awarded to Loccisano from time
to time by the  Board.  Such  salary  shall be payable  in  accordance  with the
standard pay schedule  established for Company executives and any such Incentive
compensation  or bonus shall be payable in the manner and at the time  specified
by the Board.

          (b)  Reimbursement  of  Expenses.   Company  shall  pay  or  reimburse
Loccisano in accordance with Company's policies and requirements, for all travel
and other  expenses  incurred by Loccisano in  performing  his duties under this
Agreement.  In  addition,  the  Company  agrees  to  provide  Loccisano  with an
automobile allowance equal to $ 1,000 per month.

          (c)  Participation  in Benefit  Plans.  In  addition  to the  payments
provided under this Agreement, Loccisano shall be entitled to benefits under any
and all executive or contingent  compensation  plans, stock options,  restricted
stock or stock purchase plans, retirement income or pension plans, supplemental,
or excess benefit plans, group hospitalization disability,  health care, or sick
leave plans, life or other insurance or death benefit plans, travel and accident
insurance

                                      -2-

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vacation  plans,  or other  present or future group  employee  benefit  plans or
programs of for which  executive  employees  of the Company  are  eligible,  and
Loccisano may be eligible to receive all benefits for which he is eligible under
any  such  benefit  plan or  program  of the  Company  in  accordance  with  the
provisions and requirements (including discretionary authority where applicable)
or my such plan or program.

          (d)  Vacation  and  Sick  Leave.  Loccisano  shall be  entitled  to be
compensated  for annual  vacation,  personal and sick leave in  accordance  with
established Company policy for executive employees.

     5. Termination of Employment.  The Executive's employment may be terminated
only under the following circumstances:

          (a) Death.  Loccisano's  employment  shall  terminate  upon his death.
After  Loccisano's  employment is terminated by his death, the Company shall pay
to Loccisano's  spouse, or if he leaves no spouse, to his estate,  commencing on
the next  succeeding day which is the 15th day or last day of the month,  as the
case may be, and semimonthly thereafter on the 15th and last days of each month,
until a total of forty  eight (48)  payments  have been made,  an amount on each
payment  date equal to the  semimonthly  salary  payment  payable  to  Loccisano
pursuant to Section 4 (a) at the time of his death.

          (b)  Disability.  If, as a result  of  Loccisano's  incapacity  due to
physical  or mental  illness,  Loccisano  shall have been absent from his duties
with the Company on a full-time basis for six consecutive  months and, within 30
days after written  notice of  termination  is thereafter  given by the Company,
Loccisano  shall not have returned to the full-time  performance  of Loccisano's
duties, the Company may terminate Loccisano's employment for "Disability".

          (c) Retirement.  The term "Retirement" as used in this Agreement shall
mean termination by the Company or Loccisano of Loccisano's  employment based on
Loccisano's  having reached age 65 or such other age as shall have been fixed in
any arrangement established with Loccisano's consent with respect to Loccisano.

          (d) Cause. The Company may terminate Loccisano's employment for Cause.
For purposes of this  Agreement,  termination  by the Company for "Cause"  shall
mean  termination  upon (i) the willful and  continued  failure by  Loccisano to
substantially  perform  his duties  with the  Company  (other  than (x) any such
failure resulting from Loccisano's  incapacity due to Disability or (y) any such
actual or anticipated  failure  resulting from the  Loccisano's  termination for
Good  Reason),  after a demand  for  substantial  performance  is  delivered  to
Loccisano  by the Board which  specifically  identifies  the manner in which the
Board believes that  Loccisano has not  substantially  performed his duties,  or
(ii) the willful  engaging by Loccisano  in conduct  which is  demonstrably  and
materially  injurious to the Company,  monetarily or otherwise.  For purposes of
this  Section 5 (d),  no act or failure  to act,  on  Loccisano's  part shall be
considered  "willful"  unless done,  or omitted to be done,  by Loccisano not in
good faith and best  interest of the  Company.  Notwithstanding  the  foregoing,
Loccisano shall not be deemed to have been terminated for Cause unless and until
there shall have been delivered to Loccisano a copy of

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a resolution duty adopted by the affirmative vote of not less than two-thirds of
the entire membership of the Board at a meeting of the Board called and held for
the  purpose  (after  reasonable  notice to  Loccisano  and an  opportunity  for
Loccisano  together  with  Loccisano's  counsel,  to be heard before the Board),
finding  that in the good faith  opinion of the Board,  Loccisano  was guilty of
conduct set forth in the second  sentence of this  Section 5 (d) and  specifying
the particulars thereof in detail. If Loccisano's employment shall be terminated
for Cause, the Company shall pay Loccisano his full base salary through the Date
of  Termination  (as defined in Section 5 (g)) at the rate in effect at the time
Notice of  Termination  (as  defined in Section 5 (f)) is given and the  Company
shall  have no  further  obligations  to  Loccisano  under  this  Agreement.  If
Loccisano  disputes  the  validity of the  termination  pursuant to this section
5(d),  then the burden of proof as to said issue shall be borne by the  Company.
During  the  pendency  of such  dispute,  all  payments  owed by the  Company to
Loccisano, as if this agreement had not been terminated, shall be deposited into
an  independent  third party  escrow  account  until a final  resolution  of the
dispute,  at which  time said  funds  will be  delivered  to the  party  that is
entitled to same.

          (e) Good Reason.  Loccisano may terminate  Loccisano's  employment for
Good Reason at any time during the term of this Agreement.  For purposes of this
Agreement,  "Good Reason" shall mean any of the following  (without  Loccisano's
express written consent):

                    (i) the assignment to Loccisano by the Company of any duties
          inconsistent with Loccisano's status with the Company or a substantial
          alteration  in the  nature of status of  Loccisano's  responsibilities
          from  those in  effect  immediately  prior to the  date  hereof,  or a
          reduction in  Loccisano's  titles or offices as in effect  immediately
          prior to the date hereof, or any removal of Loccisano's  from., or any
          failure to reelect  Loccisano  to,  any of such  positions,  except in
          connection  with the  termination of his  employment  for  Disability,
          Retirement  of  Cause  or  as a  result  of  Loccisano's  death  or by
          Loccisano other than for Good Reason,

                    (ii) a reduction by the Company in  Loccisano's  base salary
          as in effect on the date hereof or as the same may be  increased  from
          time to time during the term of this Agreement;

                    (ii) Any  failure by the  Company to  continue in effect any
          incentive,  compensation  or benefit plan or  arrangement  (including,
          without  limitation.  any of the Company's  pension and profit sharing
          plans, life insurance, medical, dental, accident and disability plans,
          bonus  plans  and  stock   option   plans)  in  which   Loccisano   is
          participating  at the  date  hereof  (or  any  other  plans  providing
          Loccisano   with   substantially   similar   benefits)    (hereinafter
          collectively  referred  to as  "Benefits  Plans"),  the  taking of any
          action by the Company which would  directly or  indirectly  materially
          reduce  Loccisano of any material  fringe benefit enjoyed by Loccisano
          at the date hereof, or the failure by the Company to provide Loccisano
          with the number of paid vacation  days to which  Loccisano is entitled
          at the date hereof,

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                    (iv) a  relocation  of  the  Company's  principal  executive
          offices to a location outside the New York  metropolitan  area, or the
          Company's requiring  principal executive offices,  except for required
          travel  by   Loccisano  on  the   Company's   business  to  an  extent
          substantially  consistent with Loccisano's business travel obligations
          at the date hereof

                    (v) any  "Change in  Control",  which for  purposes  of this
          Agreement,  shall mean a change in  control of a nature  that would be
          required to be  reported in response to Item 6 (e) of Schedule  14A of
          Regulation 14A promulgated under the Securities  Exchange Act of 1934.
          as amended (the  "Exchange  Act"),  whether or not the Company is then
          subject  to  such  reporting   requirement,   provided  that,  without
          limitation,  such a change in control shall be deemed to have occurred
          if (x) any  person  (as such  term is used in  Sections  13 (d) and 14
          (d)(2) of the Exchange  Act),  other than those  persons in control of
          the company on the date hereof,  shall acquire the power,  directly or
          indirectly,  to direct the  management  or  policies of the Company or
          shall become the  beneficial  owner (within the meaning of Rule 13d-3)
          under the Exchange Act). directly or indirectly, of 25% or more of the
          combined voting power of then  outstanding  securities,  or (y) during
          any period of two consecutive years,  individuals who at the beginning
          of such period constitute the entire Board of Directors of the Company
          shall cease for any reason to constitute  at least a majority  thereof
          unless the election,  or the  nomination for election by the Company's
          shareholders  of each new  director was approved by a vote of at least
          two-thirds of the directors then still in office who were directors at
          the beginning of the period.

                    (vi) any material breach by the Company of any provisions of
          this Agreement; or

                    (vii) any purported  termination of  Loccisano's  employment
          which is not effected  pursuant to a Notice of Termination  satisfying
          the  requirement of Section 5(t), and for purposes of this  Agreement,
          no such purported termination shall be effective.

          (f) Notice of Termination.  Any termination pursuant to Sections 5(b),
5(c) or 5(e) shall be communicated  by a Notice of Termination.  For purposes of
this  Agreement,  a "Notice of  Termination"  shall mean a written  notice which
shall indicate those specific  termination  provisions in this Agreement  relied
upon and which  sets  forth in  reasonable  detail  the facts and  circumstances
claimed to provide a basis for termination of Loccisano's  employment  under the
provision so indicated.

          (g) Date of Termination.  "Date of Termination" shall mean (i) if this
Agreement is terminated by the Company for  Disability,  30 days after Notice of
Termination  is given to  Loccisano  (provided  that  Loccisano  shall  not have
returned to the  performance of Loccisano's  duties on a full-time  basis during
such 30-day period), or (ii) if Loccisano"s

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employment is terminated for any other reason,  the date specified in the Notice
of  Termination  (which shall not be less than 30 nor more than 60 days from the
date such Notice of Termination is given); provided that if within 30 days after
any  Notice  of  Termination  is  given,  the  party  receiving  such  Notice of
Termination  notifies  the other  party  that a dispute  exists  concerning  the
termination,  the Date of Termination if the Company prevails in such dispute or
the date the dispute is finally  determined,  whether by mutual agreement by the
parties  or upon a binding  arbitration  award,  or a final  judgment,  order or
decree  of a court of  competent  jurisdiction  (the time for  appeal  therefrom
having expired and no appeal having been  perfected),  if Loccisano  prevails in
such dispute.  Any party giving notice of a dispute shall pursue the  resolution
of such dispute with reasonable diligence.

     6.  Compensation  upon  Termination of  Employment.  If, either the Company
shall  terminate  Loccisano's  employment  without  Cause or for  Disability  or
Loccisano shall  terminate his employment for Good Reason,  then Loccisano shall
be entitled to the compensation and benefits provided below:

          (a) The Company shall pay  Loccisano his full base salary  through the
Date of  Termination  at the rate in effect at the time Notice of Termination is
given.

          (b) Except in a  Termination  for  Disability  where the Company has a
disability insurance policy in favor of Loccisano, in lieu of any further salary
payments to Loccisano  for periods  subsequent to the Date of  Termination,  the
Company  shall pay to  Loccisano  as  severance  pay in a lump sum, in cash,  an
amount equal to the sum of (i) an amount equal to two (2) times Loccisano's full
base  annual  salary  in  effect  immediately  prior  to the  occurrence  of the
circumstance  giving rise to the Notice of Termination given in respect thereof,
and (ii) an amount equal to one-half of the aggregate  bonuses paid to Loccisano
during the three full fiscal years preceding the Notice of Termination.

          (c) In a Termination for Disability where the Company has a disability
insurance  policy in favor of Loccisano,  in lieu of any further salary payments
to Loccisano  for periods  subsequent  to the Date of  Termination.  the Company
shall pay to Loccisano as severance  Pay in a lump sum, in cash, an amount equal
to the sum of (i) an amount  equal to  Loccisano's  full base  annual  salary in
effect  immediately  prior to the occurrence of the circumstance  giving rise to
the Notice of Termination given in respect thereof,  and (ii) an amount equal to
one-third  of the  aggregate  bonuses  paid to  Loccisano  during the three full
fiscal years preceding the Notice of Termination.

          (d) At the sole option of Loccisano, and in lieu of ordinary shares of
the  Company   ("Shares")   issuable  upon  exercise  of   outstanding   options
("Options"),  if any,  granted to Loccisano  under the 1993 Stock option Plan or
the 1996 Stock  Option Plan or any other stock  option plan  entered into during
the term of this  agreement  (which Options shall be canceled upon the making of
the payment referred to below),  Loccisano shall receive an amount in cash equal
to the product of (1) the  difference  (to the extent that such  difference is a
positive  number)  obtained by subtracting  the per share exercise price of each
Option held by Loccisano, whether or not then fully exercisable, from the higher
of (x) the closing price of the Shares on the date of

                                       -6-
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Termination (or if not traded on the Date of  Termination,  the closing price on
the next preceding  business day on which they were traded),  or (y) the highest
price per Share  actually paid in  connection  with any Change in Control of the
company and (ii) the number of Shares covered by each such Option. Loccisano may
exercise his right to have the options redeemed by the Company at any time after
the termination of his employment,  but if he does not exercise said right,  the
options shall remain in full force and effect.

          (e) The Company shall also pay to Loccisano an amount in cash equal to
all unvested  Company  contributions  credited to Loccisano's  account under the
Company's pension and profit sharing plan(s) as of the Date of Termination.

          (f) For a 12 months period after the Date of Termination,  the Company
shall provide  Loccisano with life,  disability,  accident and health  insurance
benefits substantially similar to those which Loccisano is receiving immediately
prior to the Notice of Termination.  Benefits otherwise  receivable by Loccisano
pursuant to this Section 6(e) shall be reduced to the extent comparable benefits
are  actually  received  by  Loccisano  during  the 12  month  period  following
Loccisano's  termination,  and any such benefits  actually received by Loccisano
shall be reported to the Company.

          (g) In the event Loccisano becomes entitled to any payment ("Severance
Payments")  from the Company under this Agreement or otherwise which are subject
to the tax (the "Exercise Tax") imposed by Section 4999 of the Internal  Revenue
Code of 1986,  as  amended,  Company  shall  pay to  Loccisano  an  amount  (the
"Gross-up  Payment")  within 60 days after the end of the  calendar  year during
which any  Severance  Payments are subject to the Excise Tax,  such that the net
amount retained by Loccisano, after deduction of any Excise Tax on the Severance
Payments and any Excise Tax and any federal, state and local income tax upon the
Gross-up Payment, shall be equal to the Severance Payments before the imposition
of the Excise Tax.

          (h) The payments  provided for in  subsections  (a),  (b), (c) and (d)
above  shall  be made  not  later  than  the  15th  day  following  the  Date of
Termination:  provided  that if the  amount of such  payments  cannot be finally
determined on or before such day, the Company shall pay to Loccisano on such day
an estimate,  as determined in good faith by the Company,  of the minimum amount
of such  payments and shall pay the  remainder  of such  payments as soon as the
amount  thereof can be determined  but in no event later than the 30th day after
the Date of Termination.  In the event that the amount of the estimated payments
exceeds the amount  subsequently  determined to have been due, such excess shall
be repaid to the Company by  Loccisano no later than the 5th day after demand by
the Company.

     7. No  Obligation  to  Mitigate  Damages;  No Effect  on Other  Contractual
Rights; Attachment.

          (a) Loccisano shall not be required to mitigate  damages or the amount
of any payment  provided for under this Agreement by seeking other employment or
other wise, nor shall the amount of payment provided for under this Agreement be
reduced by any compensation

                                       -7-
<PAGE>

earned by Loccisano as the result of  employment by another  employer  after the
Date of Termination, or otherwise.

          (b) The  provisions of this  Agreement,  and any payment  provided for
hereunder,  shall  not  reduce  any  amounts  otherwise  payable,  or in any way
diminish  Loccisano's  existing rights, or rights which would accrue solely as a
result of the passage of time, under any Benefit Plan,  employment  agreement or
other contract, plan or arrangement.

          (c) Except as required  by law,  the right to receive  payments  under
this Agreement shall not be subject to anticipation,  sale, encumbrance, charge,
levy, or similar process or assignment by operation of law.

     8.   Successors; Binding Agreements.

          (a)  The  Company  will  require  any  successor  (whether  direct  or
indirect,   by  purchase,   merger,   consolidation  or  otherwise)  to  all  or
substantially  all of the  business  and/or  assets of the Company to assume and
agree to  perform  this  Company  would be  required  to  perform  it if no such
succession  had take place.  Any failure of the Company to obtain such agreement
prior to the  effectiveness of any such succession shall be a material breach of
this Agreement and shall entitle Loccisano to terminate  Loccisano's  employment
for Good Reason. As used in this Agreement,  "Company" shall mean the Company as
herein  before  defined  and any  successor  to its  business  and /or assets as
aforesaid  which  assumes and agrees to perform  this  Agreement by operation of
law, or otherwise.

          (b) This Agreement  shall inure to the benefit of , and be enforceable
by, the parties hereto and their  respective  successor,  assigns,  personal and
legal   representatives,    executors,   administrators,    successors,   heirs,
distributes,  devisees and legatees.  If Loccisano  should die while any amounts
are still payable to him hereunder,  all such amounts, unless otherwise provided
herein,  shall  be paid in  accordance  with  the  terms  of this  Agreement  to
Loccisano's  devisee,  legatee,  or  other  designee  or,  if  there  be no such
designee, to Loccisano's estate.

     9.  Notice.  For  purposes  of  this  Agreement,   all  notices  and  other
communications  provided for in this Agreement  shall be in writing and shall be
deemed  to have been  duly  given  when  delivered  or  mailed by United  States
certified or registered mail,  return receipt  requested,  postage  prepaid,  as
follows:

          If to the Company:
          Paramark Enterprises, Inc.
          135 Seaview Drive
          Secaucus, New Jersey 07094
          Attn.: Alan Gottlich, CFO

          If to the Executive:
          Charles Loccisano

                                      -8-
<PAGE>
          18 Leonard Drive
          Morgansville, New Jersey 07070

or such other address as either party may have furnished to the other in writing
in  accordance  herewith,  except  that  notices of change of  address  shall be
effective only upon receipt.

     10.  Miscellaneous.  No  provisions  of  this  Agreement  may be  modified,
amended,  waived or discharged unless such  modification,  waiver,  amendment or
discharge is agreed to in writing signed by Loccisano and the Company. No waiver
by either  party  hereto at any time of any breach by the other party hereto or,
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions  at the same or at any prior or subsequent  time. No agreements or
representations,  oral or  otherwise,  express or implied,  with  respect to the
subject  matter  hereof  have been made by either  party which are not set forth
expressly in this Agreement.  This Agreement sets forth the entire understanding
between the parties with respect to the subject  matter  hereof.  This Agreement
shall be governed by, and construed in accordance with, the laws of the State of
New Jersey applicable to contracts made and to be performed entirely within such
State with giving effect to conflicts of law principles.

     11. Validity.  The invalidity or  unenforceability of any provision of this
Agreement shall not effect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.

     12.   Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.

     13. Headings. The headings are included solely for convenience of reference
and shall not control the meaning or  interpretation of any of the provisions of
this Agreement.

     14. Interpretation. If any provision of this Agreement shall be the subject
of a dispute  between  Company and  Loccisano and a court or arbitrator to which
such dispute has been brought shall be unable to resolve which of two reasonable
interpretations of such provisions is the proper  interpretation  thereof,  then
the interpretation most favorable to Loccisano shall control.

     15.  Reimbursement of Expenses.  Company shall reimburse  Loccisano for any
costs and expenses including, without limitation, legal fees and costs, incurred
by Loccisano in connection with this Agreement  including,  with limitation,  in
seeking to obtain or enforce any right or benefit  provided by this Agreement or
to defend its validity.

     16. Arbitration.  Any dispute or controversy arising under or in connection
with this /Agreement  shall be settled  exclusively by arbitration in New Jersey
in accordance with rules of

                                      -9-

<PAGE>
the American Arbitration  Association then in effect. Judgment may be entered on
the arbitrator's award in any court having jurisdiction.

     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.

ATTEST:                                 PARAMARK ENTERPRISES, INC.

By:                                     By:/s/ Alan S. Gottlich

WITNESS:                                CHARLES N. LOCCISANO:

                                        By:/s/ Charles N. Loccisano

                                      -10-