<PAGE>


                                                                   Exhibit 10.43





                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

         This Amended and Restated Employment Agreement (this "Agreement") is
made as of April 17, 2000 by NET VALUE HOLDINGS, INC., a Delaware corporation
(the "Employer"), and THOMAS ALEY an individual resident in the State of
Massachusetts (the "Executive").

                                   BACKGROUND

         The Employer wishes to employ the Executive and the Executive wishes to
enter into the employ of the Employer on the terms and conditions contained in
this Agreement.

         NOW THEREFORE, in consideration of the facts, mutual promises and
covenants contained herein and intending to be legally bound hereby, the
Employer and the Executive agree as follows:

         1.       DEFINITIONS

         For the purposes of this Agreement, the following terms have the
meanings specified or referred to in this Section 1:

         "Agreement" means this Employment Agreement, as amended from time to
time.

         "Benefits" is defined in Section 3.1(b).

         "Board of Directors" means the board of directors of Employer.

         "cause" is defined in Section 6.3.

         "Change of Control" shall mean the occurrence of any one of the
following events: (a) any "person" as such term is used in Section 3(a)(9) and
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")(other than a subsidiary or other affiliate of Employer), becomes a
"beneficial owner," as such term is used in Rule 13d-3 promulgated under the
Exchange Act, of 50% or more of any class of Employer's issued and outstanding
common or preferred stock, which interest in such stock comprises 50% or more of
all issued and outstanding voting shares; (b) the majority of Employer's board
of directors consists of individuals other than Incumbent Directors, which term
means the members of Employer's Board of Directors on the Effective Date of this
Agreement, provided that any person becoming a director subsequent to such date
whose election or nomination for election was supported by at least one half of
the directors who then comprised the Incumbent Directors shall be considered to
be an Incumbent Director; or (c) the occurrence of any event which would be
required to be reported by Employer pursuant to Items 1 or 2 of Form 8-K under
the Exchange Act, which shall be determined without regard to whether Employer
is actually required to file a Form 8-K in relation to such transaction or
event.

         "Disability" is defined in Section 6.2.

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         "Effective Date" means April 17, 2000.

         "Employment Period" means the term of the Executive's employment under
this Agreement as defined in Section 2.2.

         "good reason" means: (a) the Employer's material breach of this
Agreement, which is not cured within ten (10) days after written notice to
Employer.

         "person" means any individual, corporation (including any non-profit
corporation), general or limited partnership, limited liability company, joint
venture, estate, trust, association, organization, or governmental body.

         "Registration Statement Availability Date" means, with respect to any
Options, the date both (a) such Options have vested and (b) a registration
statement of the Employer under the Securities Act of 1933, as amended, covering
the resale of the common stock of the Employer underlying such Options is
effective.

         "Salary" is defined in Section 3.1(a).

         2.       EMPLOYMENT TERMS AND DUTIES

                  2.1      EMPLOYMENT

         Effective on the Effective Date, Employer hereby employs the Executive,
and the Executive hereby accepts employment by the Employer, upon the terms and
conditions set forth in this Agreement.

                  2.2      TERM

         Subject to the provisions of Section 6, the Employment Period for the
Executive's employment under this Agreement will be one year, beginning on the
Effective Date, and shall be automatically renewed for consecutive one-year
renewal terms thereafter, unless, not less than sixty (60) days prior to the end
of the original term or any renewal term, either party gives the other party
written notice of termination of employment which termination shall be effective
as of the end of such original term or renewal term.

                  2.3      DUTIES

         The Executive shall serve the Employer generally as Executive Vice
President and shall have such authority and responsibilities as the Employer may
determine from time to time consistent with Executive's skills and abilities.
Employer shall perform any other duties reasonably required by the Employer and,
if requested by the Employer, shall serve as an officer or director of the
Employer or any subsidiary of the Employer without additional compensation. The
Executive agrees to perform in good faith and to the best of his ability all
services which may be required of him


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hereunder and will devote his best efforts and such business time, skill,
attention and energies as are reasonably necessary to perform his duties and
responsibilities under this Agreement and to promote the success of the
Employer's business. The Executive shall be employed on a full-time basis by
Employer. Executive may continue to engage in the following activities: (a)
attending board of directors' or like meetings of other companies in which
Executive or an affiliate has invested or in which Executive has been elected to
serve, and (b) managing his personal investments, provided that such activities
set forth in (a) and (b) (individually or collectively) do not materially and
adversely interfere or conflict with the performance of Executive's duties or
responsibilities under this Agreement.

         3.       COMPENSATION

                  3.1      BASIC COMPENSATION

                           (a) Salary. The Executive will be paid an annual
salary of $150,000, subject to adjustment as provided below (the "Salary"),
which will be payable in equal periodic installments according to the Employer's
customary payroll practices, but no less frequently than monthly. The
Executive's Salary will be reviewed by Employer's Board of Directors not less
frequently than annually, and may be adjusted upward or downward by Employer,
but in no event will the Salary be less than $150,000 per year.

                           (b) Benefits. The Executive will, during the
Employment Period, be permitted to participate in such pension, profit sharing,
bonus (subject to the provisions of Section 3.2), life insurance,
hospitalization, major medical, and other employee benefit plans of the Employer
that may be in effect from time to time, to the extent the Executive is eligible
under the terms of those plans (collectively, the "benefits").

                           (c) Indemnification. The Employer shall, to the full
extent permitted by Section 146 of the Delaware General Corporation Law, as
amended, and in accordance with Article VII of the By-laws of the Employer (a
copy of which is attached as Exhibit A hereto) indemnify the Executive as an
officer of the Employer. The Employer agrees that it shall not amend its By-laws
in any manner that will materially adversely affect the Executive's rights to
indemnification thereunder.

                  3.2      BONUS COMPENSATION

                  Executive shall be eligible to receive annual bonus
compensation at the discretion of Employer's Board of Directors and in
accordance with Employer's executive bonus or incentive compensation plan that
may be in effect from time to time.



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                  3.3      OPTIONS

                  (a) Executive will receive an award of options to purchase
900,000 shares of the Employer's common stock (the "Options") at an exercise
price of $1.00 per share pursuant to the stock option plan to be implemented by
Employer. 150,000 of the Options shall immediately vest upon issuance. The
remaining Options will vest pro rata each month over a period of three years
from the Effective Date so long as the Executive remains employed by the
Employer. No Options shall vest after the Executive's employment by the Employer
is terminated for any reason.

                  (b) Exercise Period. While the Executive is employed by the
Employer, the Executive may exercise any Options from the date such Options vest
until the later of (i) five years after the vesting date of such Options or (ii)
one year after the Registration Statement Availability Date with respect to such
Options (the "Employment Exercise Period"). In the event the Employer terminates
the Executive's employment without cause, the Executive resigns for good reason,
or the employment of the Executive is terminated due to the Executive's death or
Disability, the Executive (or the Executive's estate) may exercise those Options
that have vested as of the date the Executive's employment was terminated until
the later of (i) one year after the date of such termination or (ii) one year
after the first Registration Statement Availability Date on or after the date of
such termination. In the event the Employer terminates the Executive's
employment for cause, or the Executive resigns without good reason, the
Executive may exercise those Options that have vested as of the date the
Executive's employment was terminated until the later of (i) six months after
the date of such termination or (ii) six months after the first Registration
Statement Availability Date on or after the date of such termination.
Notwithstanding the foregoing, no Option shall be exercisable with respect to
any termination of the Executive's employment hereunder that occurs after the
Employment Exercise Period with respect to such Option.

         4.       EXPENSE REIMBURSEMENT

         The Employer will pay the Executive's dues in such trade and
professional organizations as Employer deems appropriate, and will pay on behalf
of the Executive (or reimburse the Executive for) reasonable expenses incurred
by the Executive at the request of, or on behalf of, the Employer in the
performance of the Executive's duties pursuant to this Agreement, and in
accordance with the Employer's employment policies, including without limitation
reasonable expenses incurred by the Executive in attending conventions,
seminars, other business meetings and for promotional expenses, provided that
any such activities must be related to Employer's business and all individual
expenses (or those aggregated for a single convention, seminar or other business
trip) greater than $2,500 must be approved by Employer's Chief Executive
Officer. The Executive must file expense reports with respect to such expenses
in accordance with the Employer's policies.

         5.       VACATIONS AND HOLIDAYS

         The Executive will be entitled to three (3) weeks' paid vacation each
calendar year in accordance with the vacation policies of the Employer in effect
for its executive officers from time to time. The Executive will also be
entitled to the paid holidays and other paid leave set forth in the Employer's
policies. Vacation days during any calendar year that are not used by the
Executive


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during such calendar year may be used in any subsequent calendar year; provided,
however, that no more than six weeks' paid vacation may be accrued or carried
forward.

         6.       TERMINATION

                  6.1      EVENTS OF TERMINATION

         The Executive's employment pursuant to this Agreement may be terminated
by Employer only on the following grounds:

                           (a) upon the death of the Executive;

                           (b) upon the disability of the Executive (as defined
in Section 6.2) immediately upon notice from either party to the other; and

                           (c) for cause (as defined in Section 6.3),
immediately upon notice from the Employer to the Executive, or at such later
time as such notice may specify.

         The Executive may terminate his employment only on the following
grounds:

                           (d) without any cause whatsoever, provided that
Executive gives Employer at least 60 days' prior written notice of his
termination of employment;

                           (e) for any material breach of this Agreement by
Employer, which is not cured within ten (10) days after written notice to
Employer;

                           (f) the occurrence of a Change in Control, provided
that Executive gives Employer at least 60 days' prior written notice of his
termination of employment.

                  6.2      DEFINITION OF DISABILITY

         For purposes of Section 6.1, the Executive will be deemed to have a
"Disability" if, for physical or mental reasons, the Executive is unable to
perform the essential functions of the Executive's duties with reasonable
accommodation under this Agreement for 120 consecutive days, or 120 days during
any twelve-month period, as determined in accordance with this Section 6.2. The
Disability of the Executive will be determined by a medical doctor selected by
written agreement of the Employer and the Executive upon the request of either
party by notice to the other. If the Employer and the Executive cannot agree on
the selection of a medical doctor, each of them will select a medical doctor and
the two medical doctors will select a third medical doctor who will determine
whether the Executive has a Disability. The determination of the medical doctor
selected under this Section 6.2 will be binding on both parties. The Executive
must submit to a reasonable number of examinations by the medical doctor making
the determination of disability under this Section 6.2, and the Executive hereby
authorizes the disclosure and release to the Employer of such determination and
all supporting medical records. If the Executive is not legally competent, the


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Executive's legal guardian or duly authorized attorney-in-fact will act in the
Executive's stead, under this Section 6.2, for the purposes of submitting the
Executive to the examinations, and providing the authorization of disclosure,
required under this Section 6.2.

                  6.3      DEFINITION OF "FOR CAUSE"

         For purposes of Section 6.1, the phrase "for cause" means: (a) the
Executive's material breach of this Agreement, which is not cured within ten
(10) days after written notice to Executive; (b) theft, fraud, or
misappropriation (or attempted misappropriation) of any of the Employer's funds
or property; or (c) a conviction or entry of a guilty plea or plea of no contest
with respect to a felony or other crime involving moral turpitude for which
imprisonment is a possible punishment.

                  6.4      TERMINATION PAY

         Effective upon the termination of this Agreement, the Employer will be
obligated to pay the Executive (or, in the event of his death, his designated
beneficiary as defined below) the compensation provided in this Section 6.4:

                           (a) Termination by the Employer for Cause or
Termination by Executive Without Cause. If the Employer terminates this
Agreement for cause or Executive terminates his employment without good reason,
the Executive will be entitled to receive his Salary only through the date such
termination is effective, but will not be entitled to any bonus compensation for
the calendar year during which such termination occurs.

                           (b) Termination upon Disability. If this Agreement is
terminated by either party as a result of the Executive's Disability, as
determined under Section 6.2, the Employer will pay the Executive his Salary
through the remainder of the calendar month during which such termination is
effective and for the lesser of (i) three consecutive months thereafter, or (ii)
the period until disability insurance benefits commence under the disability
insurance coverage furnished by the Employer to the Executive. Executive shall
also be entitled to receive that part of the Executive's bonus compensation, if
any, for the calendar year during which his Disability occurs, prorated through
the end of the calendar month during which his termination is effective.

                           (c) Termination upon Death. If this Agreement is
terminated because of the Executive's death, the Executive will be entitled to
receive his Salary through the end of the calendar month in which his death
occurs, and that part of the Executive's bonus compensation, if any, for the
calendar year during which his death occurs, prorated through the end of the
calendar month during which his death occurs.

                           (d) Termination by Executive Due to Material Breach
by Employer or Termination by Employer Without Cause. If this Agreement is
terminated by Executive due to a material breach of this Agreement by Employer
or by Employer without cause, then Employer shall continue to pay to Executive
his monthly Salary and bonus, based upon the average annual bonus paid
previously to Executive prior to termination of this Agreement, for the lesser
of one year from the date of termination or the remaining Employment Period.


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                           (e) Termination by Executive Due to a Change of
Control. If this Agreement is terminated by Executive due to a Change of
Control, then Employer shall continue to pay to Executive his monthly Salary and
bonus, based upon the average annual bonus paid previously to Executive prior to
termination of this Agreement, for the lesser of one year from the date of
termination or the remaining Employment Period.

                           (f) Benefits. The Executive's accrual of, or
participation in plans providing for, the Benefits will cease at the effective
date of the termination of this Agreement, and the Executive will be entitled to
accrued Benefits pursuant to such plans only as provided in such plans.

         7.       NON-DISCLOSURE COVENANT

         Employer and the Executive acknowledge that the services to be
performed by the Executive under this Agreement are unique and valuable and
that, as a result of the Executive's employment, the Executive will be in a
relationship of confidence and trust with Employer and will come into possession
of "Confidential Information" (i) owned or controlled by Employer and its
subsidiaries and affiliates; (ii) in the possession of Employer and its
subsidiaries and affiliates and belonging to third parties; or (iii) conceived,
originated, discovered or developed, in whole or in part, by the Executive. As
used herein "Confidential Information" means trade secrets and other
confidential or proprietary business, technical, personnel or financial
information of Employer, whether or not the Executive's work product, in
written, graphic, oral or other tangible or intangible forms, including but not
limited to specifications, samples, records, data, computer programs, drawings,
diagrams, models, consumer names, ID's or e-mail addresses, business or
marketing plans, studies, analyses, projections and reports, communications by
or to attorneys (including attorney-client privileged communications), memos and
other materials prepared by attorneys or under their direction (including
attorney work product), and software systems and processes that are not readily
available to the public, even if it is not specifically marked as a trade secret
or confidential, unless Employer advises the Executive otherwise in writing or
unless the information has been shared by Employer with entities not bound by
non-disclosure agreements. In consideration of the compensation and benefits to
be paid or provided to the Executive by the Employer under this Agreement, the
Executive agrees not to directly or indirectly use or disclose to anyone, either
during the Employment Period or after the termination of this Agreement, except
in the performance of his duties of his employment with Employer or with
Employer's prior written consent, any Confidential Information of Employer. This
non-disclosure covenant does not apply to information that is disclosed or
becomes public through another source; which Executive is required to disclose
pursuant to court order, subpoena or applicable law (provided that Executive
will use reasonable efforts to provide Employer with prompt notice of any such
requests or requirement so that Employer may seek an appropriate protective
order); or which is disclosed in any proceeding to enforce or interpret this
Agreement. The Executive agrees that in the event of the termination of the
Executive's employment for any reason, the Executive will deliver to Employer,
upon request, all property belonging to Employer, including all documents and
materials of any nature pertaining to the Executive's work with Employer and
will not take with him any documents or materials of any


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description, or any reproduction thereof of any description, containing or
pertaining to any Confidential Information.

         8.       NON-COMPETITION

         During the term of this Agreement and for a one-year period after
termination of this Agreement by Employer for cause or by Executive without any
cause whatsoever, as set forth in Sections 6.1(c) and (d), the Executive agrees
that he shall not (a) work for or be interested in any business which serves as
a holding company of Internet businesses ("Internet Businesses"), (b) engage or
be interested in or receive any compensation from any business in which the
services to be rendered by the Executive to such business directly relates to
services or products which are directly competitive with any "primary" services
or products offered by the Employer or a subsidiary or affiliate of Employer
during the Employment Period and during the period ending six months subsequent
to the Executive's termination date; or (c) induce or attempt to induce any
employee, agent or customer of Employer or any of its subsidiaries or affiliates
to terminate or reduce the scope of his, her or its relationship with Employer.
A product or service shall be deemed "primary" only if such service or product
constitutes a primary component of the core business of Employer or its
majority-owned subsidiaries and affiliates on Executive's termination date. For
the purposes of this Agreement, the term "work for or be interested in" a
business means that the Executive is a stockholder, director, officer, employee,
partner, individual proprietor, lender or consultant with that business, but not
if (i) his interest is limited solely to the passive ownership of five percent
(5%) or less of any class of the equity or debt securities of a corporation
whose shares are listed for trading on a national securities exchange or traded
in the over-the-counter market, or (ii) he is interested in a company listed on
Schedule 8 hereto, or after termination hereof, works for such company; provided
however, that so long as this non-competition agreement is in effect, Executive
shall not work for a company listed on Schedule 8 if such company serves as a
holding company primarily for the purpose of acquiring Internet Businesses. In
the event that any part of this Section 8 is adjudged invalid or unenforceable
by any court of record, board of arbitration or judicial or quasi judicial
entity having jurisdiction thereof by reason of length of time, geographical
coverage, activities covered, or for any other reason, then the invalid or
unenforceable provisions of this covenant shall be deemed reformed and amended
to the maximum extent permissible under applicable law and shall be enforced and
enforceable as so amended in accordance with the intention of the parties as
expressed herein.

         9.       GENERAL PROVISIONS

                  9.1      INJUNCTIVE RELIEF AND ADDITIONAL REMEDY

         The Executive acknowledges that the injury that would be suffered by
the Employer as a result of a breach of the provisions of any provision of
Sections 7 and 8 of this Agreement would be irreparable and that an award of
monetary damages to the Employer for such a breach would be an inadequate
remedy. Consequently Employer will have the right, in addition to any other
rights it may have, to obtain injunctive relief to restrain any breach or
threatened breach or otherwise to


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specifically enforce any provisions of Sections 7 and 8 of this Agreement, and
the Employer will not be obligated to post bond or other security in seeking
such relief.

                  9.2      WAIVER

         The rights and remedies of the parties to this Agreement are cumulative
and not alternative. Neither the failure nor any delay by either party in
exercising any right, power, or privilege under this Agreement will operate as a
waiver of such right, power, or privilege, and no single or partial exercise of
any such right, power, or privilege will preclude any other or further exercise
of such right, power, or privilege or the exercise of any other right, power, or
privilege.

                  9.3      NOTICES

         All notices, consents, waivers, and other communications under this
Agreement must be in writing and will be deemed to have been duly given when (a)
delivered by hand, (b) sent by facsimile (with written confirmation of receipt),
provided that a copy is mailed by registered mail, return receipt requested, or
(c) when received by the addressee, if sent by a nationally recognized overnight
delivery service (receipt requested), in each case to the appropriate addresses
and facsimile numbers set forth below (or to such other addresses and facsimile
numbers as a party may designate by notice to the other parties):

If to Employer:                     Net Value Holdings, Inc.
                                    Two Penn Center, Suite 605
                                    Philadelphia, PA  19102
                                    Facsimile No.: (215) 564-3133

With a copy to:                     Klehr, Harrison, Harvey, Branzburg & Ellers
                                    260 South Broad Street
                                    Philadelphia, PA  19102
                                    Attention: Michael C. Forman
                                    Facsimile No.: (215) 568-6603

If to Executive:                    Thomas Aley
                                    206 Elsinore Street
                                    Concord, MA 01742
                                    Facsimile No.:

                  9.4      ENTIRE AGREEMENT; AMENDMENTS

         This Agreement and the documents referenced herein, contain the entire
agreement between the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, oral or written, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended orally, but only by an agreement in writing signed by the parties
hereto.


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                  9.5      GOVERNING LAW

         This Agreement will be governed by the laws of the State of Delaware
without regard to conflicts of laws principles.

                  9.6      JURISDICTION

         Any action or proceeding seeking to enforce any provision of, or based
on any right arising out of, this Agreement may be brought against either of the
parties in the courts of the State of Delaware, or, if it has or can acquire
jurisdiction, in the United States District Court for the District of Delaware
and each of the parties consents to the jurisdiction of such courts (and of the
appropriate appellate courts) in any such action or proceeding and waives any
objection to venue laid therein. Process in any action or proceeding referred to
in the preceding sentence may be served on either party anywhere in the world.

                  9.7      ASSIGNABILITY, BINDING NATURE

         This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors, heirs (in the case of the Executive)
and assigns. No rights or obligations of the Executive under this Agreement may
be assigned or transferred by the Executive other than his rights to
compensation and benefits, which may be transferred only by will or operation of
law.

                  9.8      SURVIVAL

         The respective rights and obligations of the parties hereunder shall
survive any termination of the Executive's employment to the extent necessary to
the intended preservation of such rights and obligations.

                  9.9      PRIOR AGREEMENTS

         The Executive represents and warrants to Employer that his execution
and performance of this Agreement shall not constitute a breach of any contract,
agreement or understanding, whether oral or written, to which he is a party or
by which he is bound.


                  9.10     ACKNOWLEDGMENT

         The Executive hereby acknowledges and certifies that he has read the
terms of this Agreement, that he has been informed by Employer that he should
discuss it with an attorney of his choice, and that he understands its terms and
effects. The Executive further acknowledges that based on his training and
experience, he has the capacity to earn a livelihood by performing services as
an employee or otherwise in a business that does not violate the provisions of
Section 8.



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                  9.11     SECTION HEADINGS, CONSTRUCTION

         The headings of Sections in this Agreement are provided for convenience
only and will not affect its construction or interpretation. All references to
"Section" or "Sections" refer to the corresponding Section or Sections of this
Agreement unless otherwise specified. All words used in this Agreement will be
construed to be of such gender or number as the circumstances require. Unless
otherwise expressly provided, the word "including" does not limit the preceding
words or terms.

                  9.12     SEVERABILITY

         If any provision of this Agreement is held invalid or unenforceable by
any court of competent jurisdiction, the other provisions of this Agreement will
remain in full force and effect. Any provision of this Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the
extent not held invalid or unenforceable.

                  9.13     COUNTERPARTS

         This Agreement may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Agreement and all of which,
when taken together, will be deemed to constitute one and the same agreement.
This Agreement (and all other agreements, documents, instruments and
certificates executed and/or delivered in connection herewith) may be executed
by facsimile signatures, each of which shall be deemed an original copy of this
Agreement (or other such agreement, document, instrument and certificate).



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


                                EMPLOYER:

                                NET VALUE HOLDINGS, INC.



                                By: /s/ Andrew P. Panzo
                                    ---------------------------------
                                       Andrew P. Panzo
                                       Chief Executive Officer

                                EMPLOYEE:


                                By: /s/ Thomas Aley
                                    ---------------------------------
                                      Thomas Aley, individually






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                                   SCHEDULE 8

                              EMPLOYMENT AGREEMENT


                                      None





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                                    EXHIBIT A


                                   ARTICLE VII

                    INDEMNIFICATION OF DIRECTORS AND OFFICERS

         Section 1. The Corporation shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the Corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.

         Section 2. The Corporation shall indemnify any person who was or is a
party, or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
Corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the Corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable to the Corporation unless and only to the extent that
the Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.

         Section 3. To the extent that a director, officer, employee or agent of
the Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Sections 1 or 2 of this Article, or in
defense of any claim, issue or matter therein, he shall be indemnified against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection therewith.



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         Section 4. Any indemnification under sections 1 or 2 of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in such section. Such determination
shall be made:

                  (a) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or proceeding,
or

                  (b) If such a quorum is not obtainable, or, even if obtainable
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or

                  (c) By the stockholders.

         Section 5. Expenses (including attorneys' fees) incurred by an officer
or director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized in this Section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

         Section 6. The indemnification and advancement of expenses provided by,
or granted pursuant to the other sections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

         Section 7. The Corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another Corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under the provisions of this Article.

         Section 8. For purposes of this Article, references to "the
Corporation" shall include, in addition to the resulting Corporation, any
constituent Corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and employees
or agents, so that any person who is or was a director, officer employee or
agent of such constituent Corporation, or is or was serving at the request of
such constituent Corporation as a director, officer, employee or agent of
another Corporation, partnership, joint venture, trust or other enterprise,
shall stand in the same position under this Article with respect to the
resulting or surviving Corporation


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<PAGE>



as he would have with respect to such constituent Corporation of its separate
existence had continued.

         Section 9. For purposes of this Article, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the Corporation"
shall include any service as a director, officer, employee or agent of the
Corporation which imposes duties on, or involves services by, such director,
officer, employee, or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the Corporation" as referred to in
this Article.

         Section 10. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

         Section 11. No director or officer of the Corporation shall be
personally liable to the Corporation or to any stockholder of the Corporation
for monetary damages for breach of fiduciary duty as a director or officer,
provided that this provision shall not limit the liability of a director or
officer (i) for any breach of the director's or the officer's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the General Corporation Law of Delaware, or (iv) for
any transaction from which the director or officer derived an improper personal
benefit.



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