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                                                                   EXHIBIT 10.53

                                                                    CONFIDENTIAL

                              EMPLOYMENT AGREEMENT

      AGREEMENT, dated as of June 17, 2005 ("Effective Date") by and between
PLATO Learning, Inc., a Delaware corporation headquartered in Minneapolis,
Minnesota (the "Company"), and Robert J. Rueckl ("Executive").

                                WITNESSETH THAT:

      WHEREAS, the Company wishes to offer Executive employment and Executive
wishes to accept employment from the Company, pursuant to the terms and
conditions set forth in this Agreement.

      NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the Company and Executive hereby agree as follows:

1.    Employment. The Company hereby agrees to employ Executive to perform the
      duties set forth in Section 3 hereof, and Executive hereby accepts such
      employment, on the terms and conditions of this Agreement.

2.    Term. The term of this Agreement ("Term") shall commence on the Effective
      Date and shall end on June 17, 2007, subject to earlier termination
      pursuant to Section 6. On June 17, 2007 and on each June 17 thereafter,
      unless earlier terminated pursuant to Section 6, the Term will be
      automatically extended for an additional one (1) year, unless either party
      gives written notice not to extend the Term hereof at least forty-five
      (45) days prior to the date such extension would be effective.
      Notwithstanding anything contained herein to the contrary, in the event of
      a Change in Control (as such term is defined in Appendix A), the Term
      shall be automatically extended until the second anniversary of the Change
      in Control.

3.    Duties. Executive will serve as the Company's Vice President, Controller
      and Chief Accounting Officer, with the responsibilities and duties
      customarily associated with that position, and any other consistent
      responsibilities and duties assigned or delegated to Executive by the
      Board of Directors of the Company (the "Board"), or the Company's Chief
      Executive Officer or Chief Financial Officer.

4.    Time Commitment. Executive will devote Executive's time, attention and
      energies to the performance of his duties and responsibilities under this
      Agreement. Except for part-time transitional support to Zomax Incorporated
      as Chief Financial Officer until August 12, 2005, Executive may not be
      associated with, consult, advise, work for, be employed by, contract with,
      or otherwise devote any of Executive's time to the pursuit of any other
      work or business activities that may interfere with the performance of
      such duties and responsibilities. The foregoing shall not preclude
      Executive from devoting reasonable time to the supervision of his personal
      investments, civic, charitable, educational, religious and similar types
      of activities, speaking engagements and membership on other boards of
      directors, provided such activities do not interfere in any way with the
      business of the Company; and provided further that, Executive cannot serve
      on the board of

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      directors of more than one publicly-traded company without the written
      consent of the Board. The time involved in such activities shall not be
      treated as vacation time. Executive shall be entitled to keep any amounts
      paid to him in connection with such activities (e.g., director fees and
      honoraria).

5.    Compensation and Benefits. The Company will pay the following compensation
      to Executive in full consideration for performance of his services
      hereunder, payable in regular installments in accordance with the
      Company's usual payroll policies and procedures.

      (a)   Salary. Executive will receive an annual salary of One Hundred
            Seventy-five Thousand Dollars ($175,000). The Board or the
            Compensation Committee of the Board will review Executive's salary
            at least annually. Executive's salary will not be reduced, and after
            any increase the term "salary" for purposes of this Agreement shall
            refer to Executive's annual salary as most recently increased.

      (b)   Bonus Compensation. Executive will be eligible to participate in the
            Company's management incentive plan as established each year by the
            Board of Directors or the Compensation Committee of the Board.
            Executive's target bonus for fiscal 2005 is set forth in the
            Company's Fiscal 2005 Management Incentive Plan.

      (c)   Stock Options.

            (i)   The Company shall grant Executive an option under the
                  Company's 2002 Stock Plan to purchase 40,000 shares of the
                  Company's common stock at an exercise price per share equal to
                  the fair market value on the date of grant. Such option will
                  vest at the rate of one-third of the shares covered by such
                  option on each of the first three anniversaries of the date of
                  grant and shall be exercisable for a period of eight years
                  from the date of grant, provided Executive continues to be
                  employed by the Company.

            (ii)  All options to purchase shares of the Company's common stock
                  shall be evidenced by the Company's standard form of stock
                  option agreement, and all grants of restricted share of the
                  Company's common stock shall be evidenced by the Company's
                  standard form of restricted stock agreement. All options and
                  grants or restricted shares shall be subject to the terms and
                  conditions of the Company's 2002 Stock Plan.

      (d)   Benefits. Executive shall be entitled to three (3) weeks of vacation
            each year, which shall be accrued on a prorated basis of each
            payroll period. Executive shall be eligible to participate in such
            group life insurance, major medical, and other employee benefit
            plans and programs (collectively "Benefit Plans") as established by
            the Company, in accordance with the applicable terms and conditions
            of such Benefit Plans (including the requirements of the Benefit
            Plans for participation).

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      (e)   Expenses. The Company will reimburse Executive for all reasonable
            and necessary expenses incurred by Executive in connection with the
            performance of his services hereunder upon submission by Executive
            of appropriate documentation in accordance with the Company's
            expense reimbursement policy.

6.    Termination.

      (a)   Death or Disability. This Agreement and Executive's employment shall
            be terminated immediately upon Executive's death. In the event of
            Executive's Disability, this Agreement and Executive's employment
            shall be terminated thirty (30) days after the Company gives written
            notice to Executive, unless Executive has returned to the
            substantial performance of his duties on a full-time basis. For
            purposes of this Agreement, "Disability" means that as a result of
            physical or mental incapacity Executive is unable for a period of
            120 consecutive days during any consecutive 180-day period to
            perform his duties hereunder on a full-time basis.

            Upon termination by reason of Death or Disability, Executive shall
            be entitled only to accrued but unpaid salary through the date of
            termination, together with any other benefit or payment provided
            under the Company's plans, policies or programs in accordance with
            their terms (collectively, "Accrued Obligations").

      (b)   Cause or Without Good Reason. The Company may terminate this
            Agreement and Executive's employment for Cause (as defined in
            paragraph (d) of this Section) upon ten (10) day's prior written
            notice to Executive. Executive may terminate the Agreement and his
            employment without Good Reason (as defined in paragraph (d) of this
            Section) upon thirty (30) days' prior written notice to the Company.

            Upon termination for Cause or without Good Reason, Executive shall
            be entitled only to the Accrued Obligations.

      (c)   Good Reason; Without Cause. Executive may terminate this Agreement
            and his employment for Good Reason upon thirty (30) days' prior
            written notice to the Company. The Company may terminate this
            Agreement and Executive's employment without Cause upon thirty (30)
            days' prior written notice to Executive.

            Upon termination for Good Reason or without Cause, Executive shall
            be entitled to:

            (i)   the Accrued Obligations;

            (ii)  a lump sum severance payment equal to the higher of (x) one
                  (1) times Executive's annual salary in effect on the
                  termination date (without regard to any reduction in salary
                  referred to in clause (ii) of the definition of Good Reason)
                  or (y) Executive's salary for the duration of the remaining
                  term

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                  pursuant to this Agreement, which shall be paid to Executive
                  within ten (10) business days following such termination; and

            (iii) continuation of health and other welfare benefits (including
                  life, accident and disability benefits) to Executive and his
                  spouse and dependents under the Benefit Plans in which they
                  participated on the date of Executive's termination, for
                  twelve (12) months following the date of Executive's
                  termination on substantially the same terms and conditions
                  (including contributions by Executive) as in effect
                  immediately prior to Executive's termination; provided, that
                  the Company's obligation to provide such health or other
                  welfare benefit shall cease with respect to such benefit at
                  the time Executive becomes eligible to participate in a group
                  plan of another employer providing comparable benefits in the
                  aggregate.

            To the extent that the health and other welfare benefits referred to
            in clause (iii) above cannot be provided after termination of
            employment under applicable law or the terms of the Benefit Plans
            then in effect (and cannot be provided through the Company's paying
            the applicable premium for Executive under COBRA), the Company shall
            pay to Executive such amount as is necessary to provide Executive,
            on an after-tax basis, with an amount equal to the cost of
            acquiring, for Executive and his spouse and dependents, (on a
            non-group basis) those health and other welfare benefits that would
            otherwise be lost to Executive and his spouse and dependents as a
            result of Executive's termination.

      (d)   Definitions. For the purposes of this Agreement, "Cause" shall mean
            Executive's:

            (i)   indictment or plea of guilty or nolo contendere involving any
                  felony or gross misdemeanor involving dishonesty, fraud, or
                  breach of trust under any law of the United States or any
                  State thereof;

            (ii)  willful engagement in any conduct or gross negligence that in
                  either case materially injures the Company or any of its
                  subsidiaries; or

            (iii) willful and substantial nonperformance of assigned duties,
                  provided that such nonperformance has continued more than ten
                  days after the Company has given written notice of such
                  nonperformance and of its intention to terminate Executive's
                  employment because of such nonperformance.

            For purpose of this Agreement "Good Reason" shall exist if the
            Company, without Executive's written consent:

            (i)   materially reduces the nature, scope, level or extent of
                  Executive's responsibilities;

            (ii)  reduces Executive's salary;

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            (iii) gives written notice to the Executive pursuant to Section 2
                  not to extend the Term of this Agreement; or

            (iv)  relocates Executive's principal business office to a location
                  which is more than fifty (50) miles from both (A) Executive's
                  principal business office immediately prior to such relocation
                  and (B) Executive's principal place of residence at the time
                  of such relocation.

      (e)   Conditions. Executive's eligibility to receive the payment and
            benefits under this Section is conditioned on (i) his compliance
            with the provisions of Section 8 of this Agreement and (ii) his
            execution of a general release and waiver of all claims against the
            Company and its directors, officers and subsidiaries, in a
            reasonable and customary form prepared by the Company.

      (f)   Right of Recapture. In the event that (x) within one (1) year after
            termination of this Agreement and Executive's employment for any
            reason the Company determines that prior to such termination he
            engaged in any activity which would have constituted a basis for
            termination by the Company for Cause while employed by the Company
            or (y) Executive breaches the restrictive covenants of Section 8,
            then:

            (i)   the Company shall have no further obligations to pay the lump
                  sum severance payment or to continue providing Executive and
                  his spouse and dependents with health and other welfare
                  benefits, as provided in paragraph (c) above, if such
                  termination was by the Company without Cause or by Executive
                  for Good Reason;

            (ii)  upon written notice to Executive from the Company, Executive
                  shall pay to the Company within ten (10) business days any
                  lump severance payment received by Executive pursuant to
                  paragraph (c) above, and

            (iii) if Executive has exercised any stock options granted to him by
                  the Company, Executive shall pay to the Company within ten
                  (10) business days after written notice from the Company the
                  difference between (A) the aggregate fair market value on the
                  date (or dates) of exercise of the shares subject to stock
                  options which were exercised by Executive on or after the date
                  which is one (1) year prior to Executive's termination of
                  employment and (B) the aggregate exercise price of such stock
                  options.

            If Executive disputes the exercise by the Company of any rights
            under this Section 6(f), Executive shall have the right to submit
            such dispute to arbitration in accordance with Section 13(e).
            Notwithstanding anything contained herein, this paragraph shall not
            apply to any breach of the provisions of Section 8(a) unless there
            has been substantial damage to the Company. For purposes of this
            paragraph, "fair market value" on any date means the per share
            closing price of the Company's common stock on the Nasdaq Stock
            Market on that date (or, if

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            there was no reported closing price on that date, on the last
            preceding date on which the closing price was reported) or, if the
            Company is not then listed on the Nasdaq Stock Market, as determined
            by the Board in good faith.

7.    Change in Control.

      (a)   Retention Bonus. In the event that Executive's employment continues
            for two (2) years after a Change in Control (as such term is defined
            in Appendix A), Executive shall be entitled to a lump sum cash
            retention bonus equal to one (1) times Executive's annual salary
            then in effect. Such retention bonus shall be paid to Executive
            within ten (10) business days following the second anniversary of
            the Change in Control.

      (b)   Severance Payment and Benefits. In the event that Executive's
            employment is terminated less than two (2) years after a Change in
            Control by the Company without Cause or by Executive for Good
            Reason, Executive shall be entitled to the same rights, payments and
            benefits as provided in paragraph (c) of Section 6.

            For purposes of this Section, Good Reason shall also include the
            Company's failure without Executive's written consent to continue in
            effect any incentive or bonus plan, or Benefit Plan, unless
            Executive is permitted to participate in other plans providing
            Executive with substantially equivalent compensation and benefits in
            the aggregate (and, with respect to life insurance, major medical
            and other employee welfare benefit plans, at a substantially
            equivalent cost).

      (c)   Reduction of Payment. If, as provided in Appendix B, Executive would
            otherwise be subject to the excise tax imposed by Section 4999 of
            the Internal Revenue Code, the amounts payable under this Agreement
            shall be reduced as provided in Appendix B.

      (d)   Legal Fees. If any contest or dispute shall arise under this
            Agreement involving termination of Executive's employment with the
            Company after a Change in Control or involving the failure or
            refusal of the Company to perform fully in accordance with the terms
            of this Section, the Company shall reimburse Executive for all
            reasonable legal fees and related expenses, if any, incurred by
            Executive in connection with such contest or dispute if a court of
            competent jurisdiction or an arbitration panel substantially upholds
            Executive's position.

8.    Restrictive Covenants.

      (a)   Confidentiality. Executive agrees not to directly or indirectly,
            without the Company's prior written consent:

            (i)   use or disclose, for the benefit of any person, firm or entity
                  other than the Company and its subsidiaries, the Confidential
                  Business Information of the Company or any of its
                  subsidiaries;

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            (ii)  distribute or disseminate in any way to any person, firm or
                  entity anyone other than the Company and its subsidiaries, any
                  Confidential Business Information in any form whatsoever;

            (iii) copy any Confidential Business Information other than for use
                  by the Company or any of its subsidiaries;

            (iv)  remove any Confidential Business Information from the premises
                  of the Company;

            (v)   fail to safeguard all confidential documents; and

            (vi)  copy any confidential documents belonging to any of the
                  Company's customers.

            For purposes of this Agreement, "Confidential Business Information"
            means information or material that is not generally available to or
            used by others or the utility or value of which is not generally
            known or recognized as a standard practice, whether or not the
            underlying details are in the public domain, including but not
            limited to its computerized and manual systems, procedures, reports,
            client lists, review criteria and methods, financial methods and
            practices, plans, pricing and marketing techniques, business methods
            and procedures and other valuable and proprietary information
            relating to the pricing, marketing, design, manufacture and
            formulation of educational software, as well as information
            regarding the past, present and prospective clients of the Company
            or any of its subsidiaries, and their particular needs and
            requirements, and their own confidential information.

            Upon termination of employment under this Agreement for any reason,
            Executive agrees to return to the Company all policy and procedure
            manuals, records, notes, data, memoranda, and reports of any nature
            (including computerized and electronically stored information) which
            are in Executive's possession and/or control which relate to (i) the
            Confidential Business Information of the Company or any of its
            subsidiaries, (ii) the business activities or facilities of the
            Company or its past, present, or prospective clients.

      (b)   Non-Compete. During the period of Executive's employment and for a
            period of one (1) year following termination of this Agreement and
            Executive's employment for any reason (the "Restricted Period"),
            Executive will not directly or indirectly, on his behalf, or as a
            partner, officer, director, trustee, member, employee, or otherwise,
            within the United States or in any foreign market in which Executive
            was engaged in activities on behalf of the Company or any of its
            subsidiaries, own, engage in or participate in, in any way, any
            business that is similar to or competitive with any actual or
            planned business activity engaged in or planned by the Company or
            any of its subsidiaries at the time the employment under this
            Agreement was terminated. However, this Agreement shall not

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            prohibit ownership by Executive of up to 2% of the shares of stock
            of any corporation the stock of which is listed on a national
            securities exchange or is traded in the over-the-counter market.

      (c)   Non-Solicitation. During the Restricted Period, Executive will not
            directly or indirectly, for the purpose of selling services and/or
            products provided or planned by the Company or any of its
            subsidiaries at the time the employment under this Agreement was
            terminated, call upon, solicit or divert any actual customer or
            prospective customer of the Company or any of its subsidiaries,
            unless employed by the Company to do so. An actual customer, for
            purposes of this Section, is any customer to whom the Company or any
            of its subsidiaries has provided services and/or products within one
            year prior to Executive's termination of employment under this
            Agreement. A prospective customer, for purposes of this Section, is
            any prospective customer to whom the Company or any of its
            subsidiaries sought to provide services and/or products within one
            year prior to the date of Executive's termination of employment
            under this Agreement when Executive had knowledge of or was involved
            in such solicitation.

            Executive further agrees that during the Restricted Period Executive
            shall not directly or indirectly induce any person to leave the
            employ of the Company or any of its subsidiaries, or solicit any
            person who is currently or was an employee of the Company or any of
            its subsidiaries at any time during the twelve months prior to
            Executive's termination of employment under this Agreement.

      (d)   Judicial Modification. If the final judgment of a court of competent
            jurisdiction declares that any term or provision of this Section is
            invalid or unenforceable, the parties agree that (i) the court
            making the determination of invalidity or unenforceability shall
            have the power to reduce the scope, duration, or geographic area of
            the term or provision, to delete specific words or phrases, or to
            replace any invalid or unenforceable term or provision with a term
            or provision that is valid and enforceable and that comes closest to
            expressing the intention of the invalid or unenforceable term or
            provision, (ii) the parties shall request that the court exercise
            that power, and (iii) this Agreement shall be enforceable as so
            modified after the expiration of the time within which the judgment
            or decision may be appealed.

9.    Remedies. In the event Executive breaches or threatens to breach any
      provision of Section 8 of this Agreement, the Company shall, in addition
      to the provisions of Section 6(f) be entitled to injunctive relief,
      enjoining or restraining such breach or threatened breach. Executive
      acknowledges that the Company's remedy at law is inadequate and that the
      Company and its subsidiaries will suffer irreparable injury if such
      conduct is not prohibited.

      Executive further agrees that the covenants contained in Section 8 shall
      be construed as separate and independent of other provisions of this
      Agreement and the existence of any claim by Executive against the Company
      or any of its subsidiaries, except for a claim that

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      Executive was terminated without Cause or terminated his employment for
      Good Reason, shall not constitute a defense to the enforcement by the
      Company of either Section 8 or this Section.

10.   Property Rights. All discoveries, designs, improvements, ideas,
      inventions, intellectual property, creations, and works of art, whether or
      not patentable or subject to copyright, relating to the business of the
      Company or any of its subsidiaries, or its clients, conceived, developed
      or made by Executive during employment under this Agreement, either solely
      or jointly with others (hereafter "Developments") shall automatically
      become the sole property of the Company. Executive shall immediately
      disclose to the Company all such Developments and shall, without
      additional compensation, execute all assignments, application or any other
      documents deemed necessary by the Company to perfect the Company's rights
      therein. These obligations shall continue throughout the Restricted Period
      under this Agreement with respect to Developments conceived, developed or
      made by Executive during the period of employment under this Agreement.

      The Company acknowledges and agrees that the provisions of this section
      shall not apply to inventions or for which no equipment, supplies,
      facility or trade secret information of the Company or its clients were
      used by Executive and which were developed entirely on Executive's own
      time unless (a) such inventions relate (i) to the business of the Company
      or (ii) to the Company's actual or demonstrably anticipated research or
      development or (b) such inventions result from any work performed by
      Executive for the Company.

11.   Assignments. Neither party shall have the right or power to assign any
      rights or duties under this Agreement without the written consent of the
      other party, provided, however, that the Company shall have the right to
      assign this Agreement without consent pursuant to any corporate
      reorganization, merger, or other transaction involving a Change in Control
      of the Company or any of its subsidiary companies. Any attempted
      assignment in breach of this Section shall be void.

      If Executive performs services and duties for any subsidiary or other
      affiliated entity of the Company, then the provisions of Sections 8 and 9
      shall apply to the confidential information and business activities,
      property rights, clients, and employees of that subsidiary or other
      entity.

12.   Severability. Each section, paragraph, clause, sub-clause and provision
      (collectively "Provisions") of this Agreement shall be severable from each
      of the others, and if for any reason any section, paragraph, clause,
      sub-clause or provision is invalid or unenforceable, such invalidity or
      unenforceability shall not prejudice or in any way affect the validity or
      enforceability of any other Provision hereof.

13.   Miscellaneous.

      (a)   This Agreement (including the appendices) contains the entire
            agreement of the parties with respect to the employment of Executive
            and supersedes all prior agreements, provisions, covenants,
            arrangements, communications,

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            representations or warrantees, whether written or oral, by any
            officer, employee or representative of any party with respect to the
            subject matter of this Agreement.

      (b)   Failure on the part of either party to insist upon strict compliance
            by the other with respect to any of the terms, covenants and
            conditions hereof, shall not be deemed a subsequent waiver of such
            term, covenant or condition.

      (c)   The provisions of any section containing a continuing obligation
            after termination shall survive such termination whether with or
            without Cause and even if occasioned by the Company's breach or
            wrongful termination.

      (d)   This Agreement may not be modified except in a written amendment
            signed by the parties.

      (e)   Except for action by the Company to enforce the restrictive
            covenants of Section 8, any dispute, controversy or difference that
            may arise between the parties hereto out of or in relation to or in
            connection with this Agreement or for the breach thereof which
            cannot be settled amicably by the parties within thirty (30) days
            shall be finally and exclusively settled by arbitration in
            Minneapolis, Minnesota, in accordance with the Commercial
            Arbitration Rules of the American Arbitration Association then in
            effect. The arbitrator shall have discretion to award the prevailing
            party reasonable attorney's fees, subject to Section 7(d). In the
            event of litigation under this Agreement, the court shall have
            discretion to award the prevailing party reasonable attorney's fees,
            subject to Section 7(d).

      (f)   The headings in this Agreement are inserted for convenience and
            identification only and are not intended to describe, interpret,
            define or limit the scope, extent, or intent of this Agreement or
            any provision hereof. Each party has cooperated in the preparation
            of this Agreement. As a result, this Agreement shall not be
            construed against any party on the basis that the party was the
            draftsperson.

      (g)   All forms of compensation referred to in this Agreement are subject
            to reduction to reflect withholding for applicable income, payroll
            and other taxes.

14.   Governing Law. It is the intention of the parties hereto that all
      questions with respect to the construction, formation, and performance of
      this Agreement and the rights and liabilities of the parties hereto shall
      be determined in accordance with the laws of the State of Minnesota. The
      parties hereto submit to the jurisdiction and venue of the courts of
      Hennepin County, Minnesota in respect to any dispute arising out of this
      agreement.

15.   Insurance. For the period from the date hereof through at least the fifth
      anniversary of Executive's termination of employment from the Company, the
      Company agrees to maintain Executive as an insured party on all directors'
      and officers' insurance maintained by the Company for the benefit of its
      directors and officers on at least the same basis as all other covered
      individuals.

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16.   Notices. Any notice required pursuant to this Agreement will be in writing
      and will be deemed given upon the earlier of (i) delivery thereof, if by
      hand, (ii) five (5) business days after mailing if sent by mail
      (registered or certified mail, postage prepaid, return receipt requested),
      (iii) the next business day after deposit if sent by a recognized
      overnight delivery service, or (iv) upon transmission if sent by facsimile
      transmission or by electronic mail, with return notification (provided
      that any notice sent by facsimile or electronic mail shall also promptly
      be sent by one of the means described in clauses (i) through (iii) of this
      Section. All notices will be addressed as follows or to such other address
      as a party may identify in a written notice to the other party:

            to the Company: PLATO Learning, Inc.
                            Attn: Chief Executive Officer
                            10801 Nesbitt Avenue South
                            Bloomington, MN 55437-3109

            to Executive:   Mr. Robert J. Rueckl
                            14913 White Oak Drive
                            Burnsville, MN 55337

      Each party named above may change its address and that of its
      representative for notice by the giving of notice thereof in the manner
      hereinabove provided.

17.   Counterparts. This Agreement may be executed in one or more counterparts,
      all of which together shall constitute but one Agreement.

      IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement in the State of Minnesota effective as of the day and year first above
written.

                                              PLATO LEARNING, INC.

_______________________________               By: _____________________________
ROBERT J. RUECKL                              Name:  __________________________
                                              Title: __________________________

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                                   APPENDIX A

            "Change in Control" means the occurrence of any one of the following
      events:

            (i)   individuals who, on June 17, 2005, constitute the Board (the
      "Incumbent Directors") cease for any reason to constitute at least a
      majority of the Board, provided that any person becoming a director
      subsequent to June 17, 2005 whose election or nomination for election was
      approved by a vote of at least a majority of the Incumbent Directors then
      on the Board (either by a specific vote or by approval of the proxy
      statement of the Company in which such person is named as a nominee for
      director, without written objection to such nomination) shall be an
      Incumbent Director; provided, however, that no individual initially
      elected or nominated as a director of the Company as a result of an actual
      or threatened election contest with respect to directors or as a result of
      any other actual or threatened solicitation of proxies by or on behalf of
      any person other than the Board shall be deemed to be an Incumbent
      Director;

            (ii)  any "person" (as such term is defined in the Securities
      Exchange Act of 1934 (the "Exchange Act") and as used in Sections 13(d)(3)
      and 14(d)(2) of the Exchange Act) is or becomes a "beneficial owner" (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing 50% or more of the combined voting
      power of the Company's then outstanding securities eligible to vote for
      the election of the Board ("Company Voting Securities"); provided,
      however, that the event described in this paragraph (ii) shall not be
      deemed to be a Change in Control by virtue of any of the following
      acquisitions: (A) by the Company or any subsidiary, (B) by any employee
      benefit plan (or related trust) sponsored or maintained by the Company or
      any subsidiary, (C) by any underwriter temporarily holding securities
      pursuant to an offering of such securities, (D) pursuant to a
      Non-Qualifying Transaction, as defined in paragraph (iii), or (E) by any
      person of Voting Securities from the Company, if a majority of the
      Incumbent Board approves in advance the acquisition of beneficial
      ownership of 50% or more of Company Voting Securities by such person;

            (iii) the consummation of a merger, consolidation, statutory share
      exchange or similar form of corporate transaction involving the Company or
      any of its subsidiaries that requires the approval of the Company's
      stockholders, whether for such transaction or the issuance of securities
      in the transaction (a "Business Combination"), unless immediately
      following such Business Combination: (A) more than 60% of the total voting
      power of (x) the corporation resulting from such Business Combination (the
      "Surviving Corporation"), or (y) if applicable, the ultimate parent
      corporation that directly or indirectly has beneficial ownership of 100%
      of the voting securities eligible to elect directors of the Surviving
      Corporation (the "Parent Corporation"), is represented by Company Voting
      Securities that were outstanding immediately prior to such Business
      Combination (or, if applicable, is represented by shares into which such
      Company Voting Securities were converted pursuant to such Business
      Combination), and such voting power among the holders thereof is in
      substantially the same proportion as the voting power of such Company
      Voting Securities among the holders thereof immediately prior

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<PAGE>

      to the Business Combination, (B) no person (other than any employee
      benefit plan (or related trust) sponsored or maintained by the Surviving
      Corporation or the Parent Corporation), is or becomes the beneficial
      owner, directly or indirectly, of 50% or more of the total voting power of
      the outstanding voting securities eligible to elect directors of the
      Parent Corporation (or, if there is no Parent Corporation, the Surviving
      Corporation) and (C) at least a majority of the members of the board of
      directors of the Parent Corporation (or, if there is no Parent
      Corporation, the Surviving Corporation) following the consummation of the
      Business Combination were Incumbent Directors at the time of the Board's
      approval of the execution of the initial agreement providing for such
      Business Combination (any Business Combination which satisfies all of the
      criteria specified in (A), (B) and (C) above shall be deemed to be a
      "Non-Qualifying Transaction");

            (iv)  the stockholders of the Company approve a plan of complete
      liquidation or dissolution of the Company or the consummation of a sale of
      all or substantially all of the Company's assets; or

            (v) the occurrence of any other event that the Board determines by a
      duly approved resolution constitutes a Change in Control.

Notwithstanding the foregoing, a Change in Control shall not be deemed to occur
solely because any person acquires beneficial ownership of more than 50% of
Company Voting Securities as a result of the acquisition of Company Voting
Securities by the Company which reduces the number of Company Voting Securities
outstanding; provided, that if after such acquisition by the Company such person
becomes the beneficial owner of additional Company Voting Securities that
increases the percentage of outstanding Company Voting Securities beneficially
owned by such person, a Change in Control of the Company shall then occur.

                                      A-2
<PAGE>

                                   APPENDIX B

                     Cut-back to Safe Harbor Cap on Payments

            (a)   Notwithstanding anything in this Agreement to the contrary, in
the event it shall be determined that any payment, award, benefit or
distribution (or any acceleration of any payment, award, benefit or
distribution) by the Company (or any of its affiliated entities) or any entity
which effectuates a Change in Control (or any of its affiliated entities) to or
for the benefit of Executive, whether pursuant to the terms of this Agreement or
otherwise (the "Payments"), would be subject to the excise tax (the "Excise
Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), then the amounts payable to Executive under this Agreement shall
be reduced (reducing first the payments under Section 7(a) and (b), unless an
alternative method of reduction is elected by Executive) to the maximum amounts
will result in no portion of the Payments being subject to such excise tax (the
"Safe Harbor Cap"). For purposes of reducing the Payments to the Safe Harbor
Cap, only amounts payable to Executive under this Agreement (and no other
Payments) shall be reduced, unless consented to by Executive.

            (b)   All determinations required to be made under this Appendix B
shall be made by the public accounting firm that is retained by the Company as
of the date immediately prior to the Change in Control (the "Accounting Firm")
which shall provide detailed supporting calculations both to the Company and
Executive within ten (10) business days of the receipt of notice from the
Company or Executive that there has been a Payment, or such earlier time as is
requested by the Company. Notwithstanding the foregoing, in the event (i) the
Board shall determine prior to the Change in Control that the Accounting Firm is
precluded from performing such services under applicable auditor independence
rules or (ii) the Audit Committee of the Board determines that it does not want
the Accounting Firm to perform such services because of auditor independence
concerns or (iii) the Accounting Firm is serving as accountant or auditor for
the person(s) effecting the Change in Control, the Board shall appoint another
nationally recognized public accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the Accounting
Firm hereunder). All fees and expenses (including, but not limited to, the costs
of retaining experts) of the Accounting Firm shall be borne solely by the
Company and the Company shall enter into any agreement requested by the
Accounting Firm in connection with the performance of the services hereunder.

            If the Accounting Firm determines that payments shall be reduced to
the Safe Harbor Cap, it shall furnish Executive with a written opinion to that
effect, and to the effect that Executive is not required to report any Excise
Tax on Executive's federal income tax return. If the Accounting Firm determines
that no Excise Tax would otherwise be payable by Executive, it shall furnish
Executive with a written opinion to such effect, and to the effect that
Executive is not required to report any Excise Tax on Executive's federal income
tax return. The determination by the Accounting Firm shall be binding upon the
Company and Executive (except as provided in paragraph (c) below).

                                      B-1
<PAGE>

            (c)   If it is established pursuant to a final determination of a
court or the Internal Revenue Service (the "IRS") proceeding which has been
finally and conclusively resolved, that Payments have been made to, or provided
for the benefit of, Executive by the Company, which are in excess of the
limitations provided in this Appendix B (hereinafter referred to as an "Excess
Payment"), Executive shall repay the Excess Payment to the Company on demand,
together with interest on the Excess Payment at the applicable federal rate (as
defined in Section 1274(d) of the Code) from the date of Executive's receipt of
such Excess Payment until the date of such repayment. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of the
determination, it is possible that Payments which will not have been made by the
Company should have been made (an "Underpayment"), consistent with the
calculations required to be made under this Appendix B. In the event that it is
determined (i) by the Accounting Firm, the Company (which shall include the
position taken by the Company, or together with its consolidated group, on its
federal income tax return) or the IRS or (ii) pursuant to a determination by a
court, that an Underpayment has occurred, the Company shall pay an amount equal
to such Underpayment to Executive within ten (10) days of such determination
together with interest on such amount at the applicable federal rate from the
date such amount would have been paid to Executive until the date of payment.
Executive shall cooperate, to the extent Executive's expenses are reimbursed by
the Company, with any reasonable requests by the Company in connection with any
contests or disputes with the Internal Revenue Service in connection with the
Excise Tax or the determination of the Excess Payment. Notwithstanding the
foregoing, in the event that amounts payable under this Agreement were reduced
pursuant to paragraph (a) of this Appendix B and the value of its stock options
is subsequently redetermined by the Accounting Firm (as defined below) within
the context of Treasury Regulation Section 1.280G-1 Q/A 33 that reduces the
value of the Payments attributable to such options, the Company shall promptly
pay to Executive any amounts payable under this Agreement that were not
previously paid solely as a result of paragraph (a) up to the Safe Harbor Cap.

                                      B-2