<PAGE>
                                                                    EXHIBIT 10.2
 
                       AGREEMENT AMENDING AND RESTATING
                             EMPLOYMENT AGREEMENT
 




                                    BETWEEN



                              DRYPERS CORPORATION




                                      AND




                              RAYMOND M. CHAMBERS




                                JANUARY 1, 1998
                                        
<PAGE>
 
                                 TABLE OF CONTENTS


                                                                      PAGE

1.   EMPLOYMENT.....................................................    1

2.   SCOPE OF EMPLOYMENT............................................    1

3.   VACATION.......................................................    2

4.   COMPENSATION...................................................    2

5.   TERM...........................................................    2

6.   ADJUSTMENTS UPON TERMINATION BY EMPLOYER.......................    6

7.   EXPENSES.......................................................    7

8.   EMPLOYEE BENEFITS..............................................    7

9.   NON-COMPETITION................................................    8

10.  DISCLOSURE OF CONFIDENTIAL INFORMATION.........................   10

11.  TRADE SECRETS..................................................   11

12.  LEGAL FEES AND EXPENSES........................................   11

13.  ASSIGNMENT.....................................................   11

14.  SUCCESSORS.....................................................   11

15.  ENTIRE AGREEMENT...............................................   11

16.  GOVERNING LAW..................................................   12

17.  WAIVER.........................................................   12

18.  ENFORCEABILITY.................................................   12

19.  NOTICES........................................................   12

20.  ARBITRATION....................................................   12
<PAGE>
 
                       AGREEMENT AMENDING AND RESTATING

                             EMPLOYMENT AGREEMENT


  THIS EMPLOYMENT AGREEMENT (this "Agreement") made as of the 1st day of
January, 1998, between Drypers Corporation, a Delaware corporation (the
"Employer"), and Raymond M. Chambers (the "Employee"),

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

  WHEREAS, the Employer desires to obtain the services of the Employee, and the
Employee desires to be employed by the Employer upon the terms and conditions
hereinafter set forth;

  WHEREAS, the Employer and the Employee entered into an Employment Agreement
made as of February 25, 1997 (the "Employment Agreement"), by which Employer
employed the Employee, and the Employee agreed to serve the Employer, in the
capacity, for the term, and subject to the conditions specified therein, and

  WHEREAS, Employer and the Employee wish to amend and restate the Employment
Agreement and wish to enter into an agreement on a long-term basis for the full-
time services of Employee;

  NOW, THEREFORE, in consideration of the premises, the agreements herein
contained and other good and valuable consideration, receipt of which is hereby
acknowledged, the parties hereto agree that the Employment Agreement is hereby
amended and restated effective as of the date hereof as follows:


        1. EMPLOYMENT. Subject to the terms and conditions hereinafter set
     forth, the Employer hereby agrees to employ the Employee, and the Employee
     hereby agrees to serve the Employer, in the capacity and for the Term of
     Employment specified herein.

        2. SCOPE OF EMPLOYMENT. During the Term of Employment hereunder, the
     Employee will serve as Co-Chief Executive Officer of the Employer in
     accordance with the provisions of Article V, Section 5.7 of the By-Laws of
     the Employer. In that connection, the Employee will:

              (a) devote his full time, attention, and energies to the business
           of the Employer and will diligently and to the best of his ability
           perform all duties incident to his employment hereunder;
<PAGE>
 
              (b) use his best efforts to promote the interests and goodwill of
          the Employer; and

              (c) perform such other duties commensurate with his office as the
          Board of Directors of the Employer may from time-to-time assign to
          him.

The foregoing shall not be construed as preventing the Employee from making
investments in other businesses or enterprises provided such investments do not
require the provision of substantial services by the Employee to the operations
or the affairs of such businesses or enterprises such that the provision thereof
would interfere in any respect with the performance of the Employee's duties
hereunder.


        3. VACATION. During the Term of Employment the Employee shall be
     entitled to sick leave, holidays, and an annual four-week vacation, all in
     accordance with the regular policy of the Employer, during which time his
     compensation shall be paid in full. Each such vacation shall be taken by
     the Employee at such times as may be mutually agreed upon by the Employee
     and Employer.

        4. COMPENSATION. As compensation for his services hereunder and in
     consideration of his agreement not to compete as set forth in Section 9,
     the Employer shall:

              (a) during the Term of Employment pay the Employee, subject to the
          terms and conditions of this Agreement, a base salary at the rate of
          not less than $300,000.00 per year, payable in accordance with the
          normal payroll practices of the Employer but in no less than equal bi-
          weekly installments; and

              (b) during the Term of Employment as additional compensation for
          services hereunder during the term of this Agreement, the Employee
          shall be entitled to an annual bonus in amount as shall be determined
          by the Compensation Committee of Board of Directors of the Employer
          for each of the Company's fiscal years ending after the date hereof.

                                       2
<PAGE>
 
        5. TERM.

              (a) The "Term of Employment", as used herein, shall mean a period
        commencing on the date hereof and ending on the third anniversary (the
        "Ending Date") of the later to occur of (A) the receipt by the Employee
        of a written notice of termination by the Employer given to the Employee
        or (B) the occurrence of an event specified in this Section 5(a);
        provided however that the occurrence of any of the following events set
        forth in this Section 5(a) prior to the Ending Date shall result in the
        immediate termination of the Term of Employment, but shall not result in
        the termination of this Agreement:

                   (i) the commission by the Employee of an act constituting a
        dishonest or other act of material misconduct, or a fraudulent act or a
        felony under the laws of any state or of the United States to which the
        Employer or Employee is subject, and such act results (or is intended to
        result directly or indirectly) in the Employee's substantial gain or
        personal enrichment to the detriment of the Employer;

        or

                   (ii) the death of the Employee;

        or

                   (iii) the inability of the Employee to perform his duties
        hereunder, whether by reason of injury (physical or mental), illness or
        otherwise, incapacitating him for a continuous period exceeding three
        months, excluding any leaves of absence approved by the Employer;

        or

                   (iv) the Employee resigns at any time before a Change in
        Control (as defined in Section 6(d));

        or

                                       3
<PAGE>
 
                   (v) the Employee resigns at any time after a Change in
        Control (other than as provided in Section 5(a)(vii) below) prior to the
        occurrence of a Good Cause event ("Good Cause" being defined below);

        or

                   (vi) the Employee resigns for any reason at any time
        subsequent to the occurrence of a Good Cause event after a Change in
        Control;

        or

                   (vii) the Employee resigns for any reason (with or without
        the occurrence of a Good Cause event) at any time during the 30-
        day period commencing upon the first anniversary of a Change in
        Control.

              (b)  The term "Good Cause" shall mean the occurrence of any of the
        following events:

                   (i) the assignment by the Employer to the Employee of duties
        that are materially inconsistent with the Employee's office with
        Employer at the time of such assignment, or the removal by the Employer
        from the Employee of a material portion of those duties usually
        appertaining to the Employee's office with the Employer at the time of
        such removal;

        or

                   (ii) a material change by the Employer, without the
        Employee's prior written consent, in the Employee's responsibilities to
        the Employer, as such responsibilities are ordinarily and customarily
        required from time to time of a chief executive officer of a corporation
        engaged in the Employer's business;

        or

                                       4
<PAGE>
 
                   (iii) any removal of the Employee from, or any failure to
        reelect or to reappoint the Employee to, the office stated in Section 2;

        or

                   (iv) the Employer's direction that the Employee discontinue
        service (or not seek reelection or reappointment) as a director, officer
        or member of any corporation or association of which the Employee is a
        director, officer, or member at the date of this Agreement;

        or

                   (v) a reduction by the Employer in the amount of the
        Employee's base salary as determined under this Agreement (or as
        subsequently increased), or the failure of the Employer to pay such base
        salary to the Employee at the time and in the manner specified in
        Section 4;
      
        or

                   (vi) other than with respect to the annual performance bonus
        specified in Section 4(b) or, as made with the Employee's prior written
        consent, the discontinuance (without comparable replacement) or material
        reduction by the Employer of the Employee's participation in any bonus
        or other employee benefit arrangement (including, without limitation,
        any profit-sharing, thrift, life insurance, medical, dental,
        hospitalization, stock option or retirement plan or arrangement) in
        which the Employee is a participant under the terms of this Agreement,
        as in effect on the date hereof or as may be improved from time to time
        hereafter;

        or

                                       5
<PAGE>
 
                   (vii) the moving by the Employer of the Employee's principal
        office space, related facilities, or support personnel, from the
        Employer's principal operating offices, or the Employer's requiring the
        Employee to perform a majority of his duties outside the Employer's
        principal operating offices for a period of more than 30 consecutive
        days;

        or

                   (viii) the relocation, without the Employee's prior written
        consent, of the Employer's principal operating offices to a location
        outside the county in which such offices are located at the time of the
        signing of this Agreement;

        or

                   (ix) in the event the Employer requires the Employee to
        reside at a location more than 25 miles from the Employer's principal
        operating offices, except for occasional travel in connection with the
        Employer's business to an extent and in a manner which is substantially
        consistent with the Employee's current business travel obligations;

        or

                   (x) in the event the Employee consents to a relocation of the
        Employer's principal operating offices, the failure of the Employer to
        (A) pay or reimburse the Employee on an after-tax basis for all
        reasonable moving expenses incurred by the Employee in connection with
        such relocation or (B) indemnify the Employee on an after-tax basis
        against any loss realized by the Employee on the sale of his principal
        residence in connection with such relocation;

        or

                                       6
<PAGE>
 
                   (xi) the failure of the Employer to provide the Employee with
        the benefits specified under Section 8;

        or

                   (xii) the failure of the Employer to continue to provide the
        Employee with office space, related facilities and support personnel
        (including, without limitation, administrative and secretarial
        assistance) that are commensurate with the Employee's responsibilities
        to and position with the Employer;

        or

                   (xiii) the failure by the Employer to promptly reimburse the
        Employee for the reasonable business expenses incurred by the Employee
        in the performance of his duties for the Employer, as set forth in
        Section 7.

  6. ADJUSTMENTS UPON TERMINATION BY EMPLOYER.

     (a) Subject to the provisions of paragraph (b) of this Section 6, in the
  event of termination of the Term of Employment for any reason specified in
  subsections (i), (ii), (iii), (iv) or (v) of Section 5(a) above, the Employer
  shall no longer be obligated to make the payments specified under Section 4 or
  to provide the benefits under Section 8; provided, however, any payments
  payable under Section 4 which shall have been earned but not yet paid shall be
  paid by the Employer to the Employee, and the Employee shall pay any amount or
  amounts then owed by the Employee to the Employer.

     (b) In the event of the termination of the Term of Employment for any
  reason specified in subsection (vi) of Section 5(a) above, the Employer shall,
  until the third anniversary of the date of such termination continue to be
  obligated to (i) make the payments specified under Section 4, (ii) provide the
  benefits specified under Section 8(b), and (iii) maintain the Employee as a
  participant in, or provide benefits comparable to those of, the health
  insurance benefit plan specified under Section 8(a). In the event of the
  termination of the Term of Employment for any reason

                                       7
<PAGE>
 
          specified in  subsection (vii) of Section 5(a) above, the Employer
          shall, until the second anniversary of the date of such termination
          continue to be obligated to (i) make the payments specified under
          Section 4, (ii) provide the benefits specified under Section 8(b), and
          (iii) maintain the Employee as a participant in, or provide benefits
          comparable to those of, the health insurance benefit plan specified
          under Section 8(a). In the event of termination as specified in this
          paragraph (b), the Employee may elect, upon 30 days prior written
          notice of such election delivered to the Employer to have the
          remaining amounts payable to him pursuant to this Section 6(b) paid in
          a lump sum amount, which amount shall be computed by discounting to
          present value such remaining amounts payable to the Employee at a rate
          of 8% per annum for each payment otherwise owed to the Employee
          through the remaining months in such Term of Employment.

              (c) Under no circumstances shall the Employee be required to
          mitigate the amount of payment specified in Section 4 which is payable
          during the Term of Employment specified in paragraph (b) of this
          Section 6.

              (d) A "Change in Control" shall be deemed to have occurred at any
          time after the date of this Agreement that (i) any person (other than
          those persons who own more than 10% of the combined voting power of
          the Employer's outstanding voting securities on the date hereof)
          becomes the beneficial owner, directly or indirectly, of 30% or more
          of the combined voting power of the Employer's then outstanding voting
          securities, or (ii) the individuals who at the beginning of any period
          of two consecutive years constitute the Employer's Board of Directors
          cease for any reason to constitute a majority of such Board of
          Directors at any time during such two-year period.

        7. EXPENSES. The Employer agrees that during the Term of Employment it
will reimburse the Employee for out-of-pocket expenses reasonably incurred by
him in connection with the performance of his service hereunder upon the
presentation by the Employee of an itemized [monthly] accounting of such
expenditures, including receipts where required for federal income tax
regulations.

                                       8
<PAGE>
 
        8. EMPLOYEE BENEFITS.  During the Term of Employment:

              (a) Employee shall, upon satisfaction of any eligibility
        requirements with respect thereto, be entitled to participate in all
        employee benefit plans of Employer, including without limitation those
        health, dental, accidental death and dismemberment, and long term
        disability plans of Employer now or hereafter in effect that are made
        available to executive officers of the Employer; and

              (b) Employer shall maintain for Employee the benefits summarized
        on Exhibit A attached hereto.

        9. NON-COMPETITION.

              (a) Employee acknowledges that he shall receive special training
        and knowledge from Employer. Employee acknowledges that included in the
        special knowledge received is the confidential information identified in
        Paragraph 10 below. Employee acknowledges that this confidential
        information is valuable to Employer and, therefore, its protection and
        maintenance constitutes a legitimate interest to be protected by
        Employer by this covenant not to compete. Therefore, Employee agrees
        that for the period (the "Noncompetition Period") (i) during the Term of
        Employment and (ii) in the event of a termination of the Term of
        Employment upon the occurrence of an event set forth in Section 5(a)
        hereof, commencing upon the occurrence of such event set forth in
        Section 5(a) and ending upon the first anniversary thereof, in each case
        unless otherwise extended pursuant to the terms hereof, Employee will
        not, directly or indirectly, either as an employee, employer,
        consultant, agent, principal, partner, stockholder, corporate officer,
        director, or in any other individual or representative capacity, engage
        or participate in any business that is engaged in the manufacture or
        marketing of disposable baby diapers, disposable training pants or pre-
        moistened wipes within the United States of America or within any other
        geographic area of the world where the Employer engages or proposes at
        the time of the termination of the Term of Employment to engage in
        business. Employee represents to Employer that the enforcement of the
        restriction contained in this Section 9 would not be unduly burdensome
        to Employee and that in order to induce the Employer to provide for the
        Term of Employment as set forth in Section 5 hereof to 

                                       9
<PAGE>
 
        replace Section 4.1 of the Employment Agreement, Employee further
        represents and acknowledges that Employee has entered into this
        agreement not to compete and is willing and able to compete in other
        geographical areas not prohibited by this Section 9.

              (b) Employee agrees that a breach or violation of this covenant
        not to compete by such Employee shall entitle the Employer, as a matter
        of right, to an injunction issued by any court of competent
        jurisdiction, restraining any further or continued breach or violation
        of this covenant. Such right to an injunction shall be cumulative and in
        addition to, and not in lieu of, any other remedies to which the
        Employer may show itself justly entitled. Further, during any period in
        which Employee is in breach of this covenant not to compete, the time
        period of this covenant shall be extended for an amount of time that
        Employee is in breach hereof.

              (c) In addition to the restrictions set forth in paragraph (a) of
        this Section 9, Employee shall not for the Noncompetition Period, either
        directly or indirectly, (i) make known to any person, firm or
        corporation that is engaged in the manufacture or marketing of
        disposable baby diapers, disposable training pants or pre-moistened
        wipes, the names and addresses of any of the customers of the Employer
        or contacts of the Employer or any other information pertaining to such
        persons or (ii) call on, solicit, or take away, or attempt to call on,
        solicit or take away any of the customers of the Employer on whom
        Employee called or with whom Employee became acquainted during
        Employee's association with the Employer, whether for Employee or for
        any other person, firm or corporation.

              (d) The representation and covenants contained in this Section 9
        on the part of Employee will be construed as ancillary to and
        independent of any other provision of this Agreement, and the existence
        of any claim or cause of action of Employee against Employer or any
        officer, director, or shareholder of Employer, whether predicated on
        this Agreement or otherwise, shall not constitute a defense to the
        enforcement by Employer of the covenants of the Employee contained in
        this Section 9. In addition, the provisions of this Section 9 shall
        continue to be binding upon Employee in accordance with its terms,
        notwithstanding the termination of Employee's employment for any reason.

                                      10
<PAGE>
 
              (e) If Employee violates any covenant contained in this Section 9
        and Employer brings legal action for injunctive or other relief, the
        Employer shall not, as a result of the time involved in obtaining the
        relief, be deprived of the benefit of the full period of any such
        covenant. Accordingly, the covenants of Employee contained in this
        Section 9 shall be deemed to have durations as specified above, which
        periods shall commence upon the later of (i) the Ending Date and (ii)
        the date of entry by a court of competent jurisdiction of a final
        judgment enforcing the covenants of Employee in this Section 9.

              (f) The parties to this Agreement agree that the limitations
        contained in this Section 9 with respect to geographic area, duration,
        and scope of activity are reasonable. However, if any court shall
        determine that the geographic area, duration, or scope of activity of
        any restriction contained in this Section 9 is unenforceable, it is the
        intention of the parties that such restrictive covenant set forth herein
        shall not thereby be terminated but shall be deemed amended to the
        extent required to render it valid and enforceable.

        10. DISCLOSURE OF CONFIDENTIAL INFORMATION. During the Term of
Employment, the Employee will disclose to Employer all ideas and business plans
developed by him during such period which relate directly to the business of
Employer. The Employee recognizes and acknowledges that he may have access to
certain additional confidential information of Employer or of certain
corporations affiliated with Employer, and that all such information constitutes
valuable, special and unique property of Employer and its affiliates. The
Employee agrees that, during the Term of Employment and for a period of five
years after the termination of the Term of Employment, he will not, without the
prior written consent of Employer, disclose or authorize or permit anyone under
his direction to disclose to anyone not properly entitled thereto any of such
confidential information. For purposes of the immediately preceding sentence,
persons properly entitled to such information shall be (i) the Board of
Directors of Employer and such officers, employees and agents of Employer or any
affiliate thereof to whom such information is furnished in the normal course of
business under established policies approved by Employer and (ii) such outside
parties as are legally entitled to or are customarily furnished such
information, including banking, lending, collection, accounting, and data
processing institutions or agencies who or which are provided such information
in the normal course of business of Employer. The Employee 

                                      11
<PAGE>
 
further agrees that upon termination of the Term of Employment he will not take
with him or retain, without the prior written authorization of Employer, any
papers, procedural or technical manuals, customer lists, customer account
analyses (including, without limitation, accounts receivable agings, customer
payment histories and customer account activity reports), price books, files or
other documents or copies thereof belonging to Employer or to any affiliate of
Employer, or any materials, supplies, equipment or furnishings belonging to
Employer or to any affiliate of Employer, or any other confidential information
of any kind belonging to Employer or any affiliate of Employer. In the event of
a breach or threatened breach by the Employee of the provisions of this Section
10, Employer and the Employee agree that the remedy at law available to Employer
and its affiliates would be inadequate and that Employer and its affiliates
shall be entitled to an injunction, without the necessity of posting bond
therefor, restraining the Employee from disclosing, in whole or in part, such
confidential information. Nothing herein shall be construed as prohibiting
Employer and its affiliates from pursuing any other remedies, in addition to the
injunctive relief available under this Section 10, for such breach or threatened
breach, including the recovery of damages from the Employee.

        11. TRADE SECRETS. All patents, formulae, inventions, processes,
copyrights, proprietary information, trademarks or trade names, or future
improvements to patents, formulae, inventions, processes, copyrights,
proprietary information, trademarks or trade names, developed or completed by
the Employee during the Term of Employment (collectively, the "Items") shall be
promptly disclosed to Employer, and the Employee shall execute such instruments
of assignment of the Items to the Employer as Employer shall request. The
Employee acknowledges that a remedy at law for any breach by him of the
provisions of this Section 11 would be inadequate, and the Employee hereby
agrees that Employer shall be entitled to injunctive relief in case of any such
breach.

        12. LEGAL FEES AND EXPENSES. In the event that either of the parties to
this Agreement contests the validity or enforceability of any of the provisions
of Sections 9, 10 or 11 hereof, then such contesting party hereby agrees to pay
in a timely and prompt manner any and all legal fees and expenses incurred by
the other party from time to time as a result of such contesting party's
contesting of the validity or enforceability of any provision of Sections 9, 10,
or 11 hereof this Agreement; provided, however, nothing contained in this
Section 12 shall obligate the Employer to pay any legal fees or expenses
incurred by the Employee in connection with any litigation by the Employer
against the Employee to enforce the terms of this Agreement against the
Employee.

                                      12
<PAGE>
 
        13. ASSIGNMENT. This Agreement is a personal employment contract and the
rights and interests of the Employee hereunder may not be sold, transferred,
assigned, pledged, or hypothecated, directly or indirectly, or by operation of
law or otherwise.

        14. SUCCESSORS. This Agreement shall inure to the benefit of and be
binding upon the Employer and its successors and assigns and upon the Employee
and his legal representatives.

        15. ENTIRE AGREEMENT. This Agreement, which contains the entire
contractual understanding between the parties, may not be changed orally but
only by a written instrument signed by the Employee and the Chairman of the
Board of Directors of the Employer.

        16. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, and Employee agrees to subject
himself to the jurisdiction of the Southern District of Texas.

        17. WAIVER. The waiver of any breach of any term or condition of this
Agreement shall not be deemed to constitute the waiver of any other breach of
the same or any other term or condition.

        18. ENFORCEABILITY. In the event any provision of this Agreement is
found to be unenforceable or invalid, such provision shall be severable from
this Agreement and shall not affect the enforceability or validity of any other
provision contained in this Agreement.

        19. NOTICES. Any notices or other communications required or permitted
hereunder shall be sufficiently given if sent by registered mail, postage
prepaid, and

            (a)  if to the Employee, addressed to him at 17507 NE 33rd Avenue,
        Vancouver, WA 98642, and

            (b) if to the Employer, addressed to it at 5300 Memorial, Suite 900
       Houston, Texas 77007 (Attention: Chairman of the Board of Directors), or
       such other address as the party to whom or to which such notice or other
       communication is to be given shall have specified in writing to the other
       party, and any such notice or communication shall be deemed to have been
       given as of the date so mailed.

                                      13
<PAGE>
 
        20. ARBITRATION. Employer and Employee agree to submit to final and
binding arbitration any and all disputes, claims (whether in tort, contract,
statutory, or otherwise) and/or disagreements concerning the interpretation or
application of this Agreement and/or Employee's employment by Employer and/or
the termination of this Agreement and/or Employee's employment by Employer;
PROVIDED, HOWEVER, notwithstanding the foregoing, in no event shall any dispute,
claim or disagreement arising under Section 9, 10 or 11 of this Agreement be
submitted to arbitration pursuant to this Section 18 or otherwise. Any such
dispute, claim and/or disagreement subject to arbitration pursuant to the terms
of this Section 18 shall be resolved by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association (the
"AAA"). Arbitration under this provision must be initiated within 30 days of the
action, inaction, or occurrence about which the party initiating the arbitration
is complaining. Within ten days of the initiation of an arbitration hereunder,
each party will designate an arbitrator pursuant to Rule 14 of the AAA Rules.
The appointed arbitrators will appoint a neutral arbitrator from the panel in
the manner prescribed in Rule 13 of the AAA Rules. Employee and Employer agree
that the decision of the arbitrators selected hereunder will be final and
binding on both parties. This arbitration provision is expressly made pursuant
to and shall be governed by the Federal Arbitration Act, 9 U.S.C. Sections 1 -
14. The parties hereto agree that pursuant to Section 9 of the Act that a
judgment of the United States District Court for the Southern District of Texas,
shall be entered upon the award made pursuant to the arbitration.

        IN WITNESS WHEREOF, the Employer has caused this Agreement to be
executed by its duly authorized officer, and the Employee has executed this
Agreement as of the date first above written.



                                      DRYPERS CORPORATION


                                      By  /s/ WALTER V. KLEMP
                                         ------------------------------------
                                         Walter V. Klemp
                                         Chairman and
                                         Co-Chief Executive Officer

                                      EMPLOYEE


                                      /s/ RAYMOND M. CHAMBERS  
                                      ----------------------------------------
                                      Raymond M. Chambers

                                      14
<PAGE>
 
                                   EXHIBIT A
                                   ---------

                      HEALTH AND WELFARE BENEFITS SUMMARY
                                        

 . Group comprehensive medical, dental, and term life insurance. Eighty percent
  of the premiums for Employee and his dependents are paid by Employer.

 . Contribution to a deferred compensation investment vehicle in the amount of
  $10,000 per year.

 . Participation in the Company's 401k plan.



OTHER EMPLOYEE PERQUISITES

 . Use of a car not more than (30 months old, with monthly lease payment not to
  exceed $900), such car to be equipped with a cellular phone, as well as all
  costs and expenses incurred in operating such car, including gas, service and
  maintenance charges, parts, fees for inspection and license plates, parking
  and tolls, and cellular phone equipment, installation and use charges.

 . Health and country club monthly family membership dues and reasonable
  expenses in accordance with the Employer's policies.

 . Income tax preparation costs.

                                      15