<PAGE>
                                                                   EXHIBIT 10.37

                              EMPLOYMENT AGREEMENT

      This AGREEMENT ("Agreement") is made effective as of January 1, 2002 (the
"Effective Date") by and between PLATO Learning, Inc., a Delaware corporation
headquartered in Minneapolis (the "Company"), and ((Name)) ("Executive").

                                WITNESSETH THAT:

      WHEREAS, the Company currently employs Executive as its ((Position)), and
the Company desires to continue to employ Executive as its ((Position)); and

      WHEREAS, Executive desires to continue to be employed by the Company in
that capacity.

      NOW, THEREFORE, for and in consideration of the promises and of the mutual
covenants hereinafter set forth, it is hereby agreed by and between the parties
as follows:

1.    Employment. The Company hereby agrees to employ Executive to perform the
      duties set forth in Section 3 hereof ("Executive Services"), and subject
      to the restrictions of Section 7. Executive hereby accepts continued
      employment to perform Executive Services for the Company under the terms
      and conditions of this Agreement.

2.    Term. The Term of this Agreement shall be twelve (12) months, subject to
      termination pursuant to Section 6. On each annual anniversary of the
      Effective Date, unless earlier terminated pursuant to Section 6, this
      Agreement will automatically renew for an additional twelve (12) months,
      subject to termination pursuant to Section 6.

3.    Duties. Executive will serve as the Company's ((Position)), and perform
      all the responsibilities and duties set forth in the Executive's job
      description, or any successor thereto which does not materially reduce
      such responsibilities and duties, and any other consistent
      responsibilities and duties assigned or delegated to Executive by the
      Company's Chief Executive Officer. Executive represents that Executive's
      employment by the Company and performance of the position will not violate
      or interfere with any employment-related agreement Executive may have
      entered into with any previous employer (a "Prior Employment Agreement").

4.    Time Commitment. Executive will devote Executive's time, attention and
      energies to the performance of Executive Services. 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
      Executive Services hereunder. The foregoing shall not preclude Executive
      from devoting reasonable time to the supervision of Executive's 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, the Executive cannot
      serve on the board of directors of more than one publicly-traded company
      without the Chief Executive Officer's written consent. The time involved
      in such activities shall not be
<PAGE>
      treated as vacation time. The Executive shall be entitled to keep any
      amounts paid to Executive 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
      Executive Services hereunder in accordance with the Company's
      then-current payroll policies and procedures.

      (a)   Salary. Executive will receive an annual salary of ((BaseSalary)),
            payable in accordance with the Company's then-current payroll
            policies and procedures. The Chief Executive Officer 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 base salary annualized, as most
            recently increased.

      (b)   Expenses. The Company will reimburse Executive for all reasonable
            and necessary expenses incurred by Executive in connection with the
            performance of Executive Services upon submission by Executive of
            expense reports with substantiating vouchers, in accordance with the
            Company's then-current expense reimbursement policy.

      (c)   Stock Options. Executive shall be entitled to be granted options to
            purchase shares of Company common stock in accordance with the
            Company Stock Option Plan (the "Stock Options"), pursuant to the
            following schedule:

            (i)   Executive shall receive options to purchase ((Options)) shares
                  of Company stock in each year during which this Agreement is
                  in effect, to be granted at the Board's September meetings in
                  that year, at fair market value as of the date of the grant.

            (ii)  Executive is also eligible to participate in the annual
                  performance-based stock option award plan in each year during
                  which this Agreement is in effect. Such options will be
                  granted at the Board's December meetings, at fair market value
                  as of the date of the grant and will be subject to the Company
                  achieving its annual goals.

            (iii) Executive's stock option grants pursuant to subsections (i)
                  and (ii) shall be subject to the vesting schedule contained in
                  the stock option agreement under which they are granted.

            The award of the Stock Options under subsections (i) and (ii) is
            subject to execution by Executive of the then-current Stock Option
            Agreement, provided such agreement contains no terms that are
            inconsistent with this Employment Agreement or Executive's
            Employment Security Agreement or Indemnification Agreement.

      (d)   Benefits.  Executive shall be entitled 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


                                       -2-
<PAGE>
            terms and conditions of such Benefit Plans, which Benefit Plans may
            be modified or discontinued by the Company at any time; provided,
            however that Executive shall meet the requirements of the Benefit
            Plans for participation and in no event, including breach or
            wrongful termination of this Agreement, shall Executive be entitled
            to any amount of compensation in lieu of participation, unless
            otherwise provided by the terms of the Benefit Plan. The benefits
            under the Benefit Plans available to Executive shall be no less
            favorable than those available to other senior executives, excluding
            the Chief Executive Officer, and commensurate with Executive's
            position and salary; provided that, Executive may not permit or
            cause an increase or improvement in benefits under the Benefit Plans
            without the Company's approval. In the event of termination pursuant
            to Section 6, Executive may elect to continue to participate in
            Company benefits programs through COBRA. In the event of termination
            of Executive without Good Cause or termination by the employee for
            Good Cause as defined in Section 6, the Company will pay the
            difference between the then-current employee portion of the cost of
            said benefits and the COBRA costs.

      (e)   Bonus Compensation.  Executive shall be eligible to receive cash
            bonus compensation for the Company's Fiscal Year 2002, based on
            the performance criteria previously agreed upon by the Chief
            Executive Officer and the Board for that year, and shall remain
            eligible for such cash bonus compensation in subsequent fiscal
            years of this Agreement based on bonus amounts and performance
            criteria to be mutually agreed between the Chief Executive Officer
            and the Board for any given fiscal year of the Company.  Unless
            otherwise specifically agreed, earned cash bonus compensation will
            be paid only while Executive is actively employed by the Company;
            accordingly, if Executive ceases to be actively employed by the
            Company, Executive will only receive a prorated portion of the
            earned cash bonus compensation for the portion of the Company's
            fiscal year that Executive was actively employed by the Company.

6.    Termination.

      (a)   Either party may terminate this Agreement, without Good Cause and
            without any liability on the part of either party, other than as
            provided herein, upon forty-five (45) days prior written notice.
            In such event, Executive, if requested by the Company, will
            continue to render Executive Services and be paid Executive's
            salary during such notice period and up to the date of
            termination, as well as any earned cash bonus compensation
            relative to such period of Executive Services, in accordance with
            the Company's then-current payroll policies and procedures.
            Irrespective of whether Executive performs such Executive
            Services, Executive shall receive, in case of such termination
            without Good Cause by the Company of Executive's employment
            severance payments equivalent to Executive's then-current salary
            for a period of ((Term)).

            Executive's Eligibility to receive benefits under this Section 6(a)
            is subject to Executive's abiding by the provisions of Section 7 of
            this Agreement, and Executive's execution of a general release of
            all claims or potential claims against

                                       -3-
<PAGE>
            the Company, in a form prepared by the Company and mutually agreed
            upon between Executive and the Company.

      (b)   The Company may terminate this Agreement at any time upon fourteen
            (14) days written notice for Good Cause.  Good Cause, for the
            purposes of this Agreement, shall mean Executive's:  (i)
            conviction of or plea of nolo contendere to 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 that 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 purposes of this section, no act on Executive's part shall be
            considered "willful" unless it is done by Executive in bad faith or
            without reasonable belief that such action was in the Company's best
            interests.

      (c)   Executive may terminate this Agreement and resign Executive's
            employment at any time upon fourteen (14) days' written notice to
            the Chief Executive Officer for Good Reason. Good Reason, for the
            purpose of this Agreement shall exist if the Company, without
            Executive's written consent:

            (i)   materially reduces the nature, scope, level or extent of
                  Executive's responsibilities, or fails to provide Executive
                  with adequate office facilities and support services, similar
                  to those in place at the effective date of this Agreement, to
                  perform such responsibilities;

            (ii)  reduces Executive's salary below that in effect as of the
                  date of this Agreement;

            (iii) requires Executive to relocate Executive's principal business
                  office or Executive's principal place of residence outside the
                  Minneapolis/Saint Paul, Minnesota Standard Metropolitan
                  Statistical Area (the "Geographical Employment Area"), or
                  assigns to Executive duties that would reasonably require such
                  relocation; or

            (iv)  fails to continue in effect any cash or stock-based incentive
                  or bonus plan, retirement plan, or Benefit Plan, unless (A)
                  the aggregate value (as computed by an independent employee
                  benefits consultant selected by the Company) of all such
                  compensation, retirement and benefit plans, programs and
                  arrangements provided to Executive is not materially less than
                  their aggregate value as of the date of this Agreement, or (B)
                  the same reduction applies uniformly to all senior executives.


                                       -4-
<PAGE>
            Severance payments, in case of Executive's termination of this
            Agreement and resignation for Good Reason, shall be made to
            Executive in the same amounts, for the same periods, and subject to
            the same conditions as provided for the Company's termination of
            this Agreement without Good Cause in Section 6(a).

      (d)   Coordination With Employment Security Agreement. If Executive is a
            party to an employment security agreement (the "ESA") with the
            Company, Executive will be entitled to the greater of the payments
            and benefits under this Agreement or the payments and benefits under
            the ESA, but not the sum of such payments and benefits.

7.     Restrictive Covenants.

      (a)   Confidentiality.  Executive agrees not to directly or indirectly:

            (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;

            (ii)  distribute or disseminate in any way to anyone other than the
                  Company employees with a "need to know" any Confidential
                  Information in any form whatsoever;

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

            (iv)  remove any Confidential Information from the premises of the
                  Company without prior approval of an authorized officer of
                  the Company;

            (v)   fail to safeguard all confidential and/or classified
                  documents; and

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

            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.

                                       -5-
<PAGE>
            Upon termination of employment under this Agreement, with or without
            Good Cause, 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, as well as any original documents related to Executive's
            employment with the Company, other than Executive's originals of
            this Agreement, Executive's Employment Security Agreement and
            Executive's Indemnification Agreement, and any successors thereto.

      (b)   Non-Compete.  During the period of employment and for the ((Term))
            term of employment under this Agreement (the "Restricted Period"),
            Executive will not directly or indirectly, on Executive's 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, if in the course of such
            ownership or employment, it could reasonably be anticipated that
            Executive would be required to use or disclose the Confidential
            Business Information of the Company or any of its subsidiaries.
            However, this Agreement shall not prohibit ownership of up to 2%
            of the shares of stock of any such corporation whose stock is
            listed on a national securities exchange or is traded in the
            over-the-counter market.

            Executive further agrees that during the Restricted Period,
            Executive will promptly notify the Company of any business with
            which Executive is associated or in which Executive has an ownership
            interest and provide the Company with a description of Executive's
            duties or interests.

      (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.

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<PAGE>
            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.

8.    Remedies. In the event Executive breaches or threatens to breach and
      provision of Section 7 of this Agreement, the Company shall 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 and the Company agree that, because of the difficulty of
      ascertaining the amount of damages in the event that Executive breaches
      Section 7 of this Agreement, the Company shall be entitled to recover, at
      its option, as liquidated damages and not as a penalty, a sum equal to six
      (6) month's annual salary of the employee(s) solicited to leave the
      Company's employ. The parties further agree that the existence of this
      remedy will not preclude employer from seeking or receiving injunctive
      relief.

      Executive further agrees that the covenants contained in Section 7 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 Executive was
      terminated without Good Cause or terminated Executive's employment for
      Good Reason, shall not constitute a defense to the enforcement by the
      Company of either of these Sections.

9.    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


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<PAGE>
      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.

10.   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 of
      control of the Company or any of its subsidiary companies, in which
      case, further rights and duties of the Company and Executive are set
      forth in Executive's Employment Security Agreement, or any successor
      agreement thereto.  Any attempted assignment in breach of this Section
      10 shall be void.

      If Executive performs services and duties for any subsidiary or other
      affiliated entity of the Company, then the provisions of Sections 7 and 9
      shall apply to the confidential information and business activities,
      property rights, clients, and employees of that subsidiary or other
      entity.

11.   Certain Reductions of Payments by the Company.  If it is determined by
      the independent auditor (the "Auditor") jointly selected by Executive
      and the Company and paid by the Company that any payment, benefit or
      distribution by or on behalf of the Company to or for the benefit of
      Executive (whether paid or payable or distributed or distributable
      pursuant to the terms of this Agreement or otherwise) (the "Payments")
      are or will become subject to any excise taxes, then the Auditor shall
      determine if the payment of excise taxes in addition to any federal,
      state, local or other income, excise or other taxes ("Other Taxes")
      payable by Executive with respect to the Payments will cause Executive
      to pay an amount of excise and Other Taxes such that the net payment
      Executive will receive after payment of all excise and Other Taxes on
      payments under this Agreement is less than if the payment he would
      receive was reduced to the maximum amount payable without imposition of
      any excise taxes ("Economic Detriment").  If the Auditor determines that
      the Executive will incur an Economic Detriment as a result of the
      receipt of the full payment, the portion of the Payments made to
      Executive under this Agreement will be reduced to the maximum possible
      amount that can be paid to Executive without Executive incurring any
      Economic Detriment.  The Auditor shall be a nationally recognized United
      States public accounting firm that has not, during the two years
      preceding the date of its selection, acted in any way on behalf of the
      Company or any of its subsidiaries.

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 the Section, clause, sub-clause or
      provision is invalid or unenforceable, such


                                       -8-
<PAGE>
      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, Executive's Employment Security Agreement,
            Indemnification Agreement, Confidentiality Agreement, and any
            successor agreements thereto, contain the entire agreement of the
            parties with respect to the employment of Executive and supersede
            all other understandings, whether written or oral; provided,
            however, that Executive shall comply with all reasonable policies,
            procedures and other requirements of the Company which are not
            inconsistent with those three agreements.

      (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; provided, however, that the Company may amend
            or terminate its Benefit Plans, cash bonus Plan, and any Company
            policies, procedures and other requirements of the Company, subject
            to subsection (a) above and to Sections 5(d), 5(e) and 6(c), in its
            sole discretion.

      (e)   Except for action by the Company to enforce the restrictive
            covenants of Section 7, 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.  In the event of
            litigation under this Agreement, the court shall have discretion
            to award the prevailing party reasonable attorney's fees.

      (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 letter are subject to
            reduction to reflect withholding for applicable income, payroll and
            other taxes.

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<PAGE>
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' liability insurance maintained by the Company for the
      benefit of its directors and officers on at least the same basis as all
      other covered individuals.

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 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:     ((Name))
                              PLATO Learning, Inc.
                              10801 Nesbitt Avenue South
                              Bloomington, MN 55437-3109

      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 effective as of the day and year first above written.

                                    PLATO LEARNING, INC.

                                    By:
------------------------------         ---------------------------------------
        ((NAME))                        John Murray
                                        President and Chief Executive Officer



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<PAGE>
                   EXECUTIVE TEAM EMPLOYMENT AGREEMENT SUMMARY

Dated January 1, 2002, except for Melsen's dated February 4, 2002

<TABLE>
<CAPTION>
                                                                          EXECUTIVE       EXECUTIVE BASE      EXECUTIVE
TYPE    EXECUTIVE NAME               EXECUTIVE POSITION                     TERM              SALARY           OPTIONS
<S>     <C>                <C>                                            <C>             <C>                 <C>
  A     John Buske         Chief Operating Officer                        12 Months          $200,000          30,000

  A     Rob Kilgarriff     Executive Vice President Sales & Marketing     12 Months          $180,000          20,000

  A     Greg Melsen        Chief Financial Officer                        12 Months          $170,000          30,000

  A     Frank Preese       Chief Technology Officer                       9 Months           $155,000          15,000

  A     Dave LePage        Senior Vice President Operations               6 Months           $160,000          15,000
</TABLE>