<PAGE>
                                                                   EXHIBIT 10.34

                        MATTRESS DISCOUNTERS CORPORATION

                              EMPLOYMENT AGREEMENT
                              --------------------

                  THIS AGREEMENT is made as of November 5th, 2001, between
Mattress Discounters Corporation, a Delaware corporation (the "Company"), and
                                                               -------
Rick Frier ("Executive").
             ---------

                  In consideration of the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:

                  1. Employment. The Company agrees to employ Executive, and
                     ----------
Executive hereby accepts employment with the Company, upon the terms and
conditions set forth in this Agreement for the period beginning on the date
hereof and ending as provided in Section 4 hereof (the "Employment Period").

                  2.       Position and Duties.
                           -------------------

                  (a) During the Employment Period, Executive shall serve as the
Chief Financial Officer of the Company and shall have the normal duties,
responsibilities and authority of a Chief Financial Officer, subject to the
power of the Company's Chief Executive Officer and the Company's board of
directors (the "Board") to expand or limit such duties, responsibilities and
                -----
authority and to override actions of officers of the Company.

                  (b) During the Employment Period, Executive shall report to
the Company's Chief Executive Officer and shall devote his best efforts and his
full business time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity other than Disability) to the
business and affairs of the Company and its Subsidiaries. Executive shall
perform his duties and responsibilities to the Company and its Subsidiaries
hereunder to the best of his abilities in a diligent, trustworthy, businesslike
and efficient manner.

                  (c) For purposes of this Agreement, "Subsidiaries" shall mean
                                                       ------------
any corporation or other entity of which the securities or other ownership
interests having the voting power to elect a majority of the board of directors
or other governing body are, at the time of determination, owned by the Company,
directly or through one or more Subsidiaries. For purposes hereof, the Company
shall be deemed to have a majority ownership interest in a partnership, limited
liability company (without voting securities), association or other business
entity if the Company, directly or through one or more Subsidiaries, shall be
allocated a majority of partnership, limited liability company,

                                      - 1 -

<PAGE>

association or other business entity gains or losses or shall be or control the
managing director or general partner of such partnership, limited liability
company, association or other business entity. For purposes of this Agreement,
"Disability" means the inability, due to illness, accident, injury, physical or
 ----------
mental incapacity or other disability, of the Executive to carry out effectively
his duties and obligations to the Company or to participate effectively and
actively in the management of the Company or a Subsidiary of the Company for a
period or periods aggregating at least 90 days (whether or not consecutive)
during any twelve-month period, as determined in the reasonable judgment of the
Board.

                  3.       Compensation and Benefits.
                           -------------------------

                  (a) During the Employment Period, Executive's base salary
shall be $240,000, per annum or such higher rate as the Board may designate from
time to time (the "Base Salary"), which salary shall be payable in regular
                   -----------
installments in accordance with the Company's general payroll practices. In
addition, during the Employment Period, Executive shall be entitled to
participate in all of the Company's employee compensatory and benefit programs
for which executive employees of the Company and its Subsidiaries are generally
eligible.

                  (b) During the Employment Period, the Company shall reimburse
Executive for all reasonable expenses incurred by his in the course of
performing his duties and responsibilities under this Agreement which are
consistent with the Company's policies in effect from time to time with respect
to travel, entertainment and other business expenses, subject to the Company's
requirements with respect to reporting and documentation of such expenses.

                  (c) In addition to the Base Salary, the Board will award a
bonus to Executive of up to 60% of the Base Salary based on performance based
goals established by the Board with a target bonus of 30% of the Base Salary.

                  (d) All amounts payable to Executive as compensation hereunder
shall be subject to customary withholding by the Company.

                  (e) Mattress Holding Corporation will grant to Executive
options pursuant to an option agreement dated the date of this Agreement in the
form attached hereto as Exhibit B.

                  4.       Term.
                           ----

                  (a) The initial Employment Period shall end on November 5th,
2002 and will thereafter be automatically extended for consecutive 12 month
periods unless notice of termination is delivered by either party to the other
at least 90 days prior to the end of such period; provided that (i) the
Employment Period shall terminate prior to such date immediately upon
Executive's resignation, death or Disability and (ii) the Employment Period may
be terminated by the Company at any time prior to such date for Cause (as
defined below) or without Cause. Except as otherwise provided herein, any
termination of the Employment Period by the Company shall be effective as
specified in a written notice from the Company to Executive.

                                      -2-



<PAGE>

                  (b) If the Employment Period is terminated by the Company or
its successors in interest without Cause (whether pursuant to the 90-day notice
provision referred to in Section 4(a) above or otherwise), Executive shall be
entitled to continue to receive his Base Salary payable in regular installments
for a period of six (6) months from the date of termination (the "Severance
                                                                  ---------
Period"), if and only if Executive has executed and delivered to the Company a
------
General Release in the form of Exhibit A attached hereto and only so long as
Executive has not breached the provisions of Sections 5, 6 and 7 hereof. The
amounts payable pursuant to this Section 4(b) may be payable, at the Company's
discretion, in one lump sum payment within 30 days following termination of the
Employment Period.

                  (c) If the Employment Period is terminated by the Company for
Cause or is terminated pursuant to clause (a)(i) above or expires and is not
renewed hereunder, Executive shall only be entitled to receive his Base Salary
through the date of termination or expiration.

                  (d) Except as otherwise expressly provided herein, all of
Executive's rights to salary, bonuses, fringe benefits and other compensation
hereunder which accrue or become payable after the termination or expiration of
the Employment Period shall cease upon such termination or expiration. The
Company may offset any amounts Executive owes it or its Subsidiaries against any
amounts it owes Executive hereunder.

                  (e) For purposes of this Agreement, "Cause" shall mean (i) the
                                                       -----
commission of a felony or other crime involving moral turpitude or the
commission of any other act or omission involving dishonesty, disloyalty or
fraud with respect to the Company or any of its Subsidiaries or any of their
customers or suppliers, (ii) chronic drug or alcohol abuse or other repeated
conduct causing the Company or any of its Subsidiaries substantial public
disgrace or disrepute or economic harm, (iii) substantial and repeated failure
to perform duties as reasonably directed by the Board, which is not cured, if
curable, to the Board's reasonable satisfaction in all material respects within
thirty (30) days after the Board or the designee thereof gives written notice
thereof to Executive, or (iv) any other material breach of this Agreement which
is not cured, if curable, to the Board's reasonable satisfaction within 15 days
after written notice thereof to Executive (provided, that a breach of Sections
5, 6 or 7 shall be material and the applicable cure period shall be 3 days).

                  5. Confidential Information. Executive acknowledges that the
                     ------------------------
information, observations and data (including trade secrets) obtained by his
while employed by the Company and its Subsidiaries concerning the business or
affairs of the Company or any Subsidiary ("Confidential Information") are the
                                           ------------------------
property of the Company or such Subsidiary. Therefore, Executive agrees that he
shall not disclose to any unauthorized person or use for his own purposes any
Confidential Information without the prior written consent of the Board, unless
and to the extent that the Confidential Information becomes generally known to
and available for use by the public other than as a result of Executive's acts
or omissions. Executive shall deliver to the Company at the termination or
expiration of the Employment Period, or at any other time the Company may
request, all memoranda, notes, plans, records, reports, computer tapes,
printouts and software and other documents and data (and copies thereof)
embodying or relating to the Confidential Information,

                                      -3-


<PAGE>

Work Product (as defined below) or the business of the Company or any
Subsidiaries which he may then possess or have under his control.

                  6. Inventions and Patents. Executive acknowledges that all
                     ----------------------
inventions, innovations, improvements, developments, methods, designs, analyses,
drawings, reports and all similar or related information (whether or not
patentable) which relate to the Company's or any of its Subsidiaries' actual or
anticipated business, research and development or existing or future products or
services and which are conceived, developed or made by Executive while employed
by the Company and its Subsidiaries ("Work Product") belong to the Company or
                                      ------------
such Subsidiary. Executive shall promptly disclose such Work Product to the
Board and, at the Company's expense, perform all actions reasonably requested by
the Board (whether during or after the Employment Period) to establish and
confirm such ownership (including, without limitation, assignments, consents,
powers of attorney and other instruments).

                  7.       Non-Compete, Non-Solicitation.
                           -----------------------------

                  (a) In further consideration of the compensation to be paid to
Executive hereunder, Executive acknowledges that in the course of his employment
with the Company and its Subsidiaries he shall become familiar, and he has
become familiar, with the Company's trade secrets and with other Confidential
Information and that his services have been and shall be of special, unique and
extraordinary value to the Company and its Subsidiaries. Therefore, Executive
agrees that, during the Employment Period and for three years thereafter (the
"Noncompete Period"), he shall not directly or indirectly own any interest in,
 -----------------
operate, manage, control, participate in, consult with, advise, render services
for, or in any manner engage in any business (including by herself or in
association with any person, firm, corporate or other business organization or
through any other entity) in competition with, or potential competition with,
the businesses of the Company or its Subsidiaries as such businesses exist or
are in process on the date of the termination or expiration of the Employment
Period, within any geographical area in which the Company or its Subsidiaries
engage or plan to engage in such businesses. Nothing herein shall prohibit
Executive from being a passive owner of not more than 2% of the outstanding
stock of any class of a corporation which is publicly traded, so long as
Executive has no active participation in the business of such corporation.

                  (b) During the Noncompete Period, Executive shall not directly
or indirectly through another entity (i) induce or attempt to induce any
employee of the Company or any Subsidiary to leave the employ of the Company or
such Subsidiary, or in any way interfere with the relationship between the
Company or any Subsidiary and any employee thereof, (ii) hire any person who was
an employee of the Company or any Subsidiary at any time during the Employment
Period or (iii) induce or attempt to induce any customer, supplier, licensee,
licensor, franchisee or other business relation of the Company or any Subsidiary
to cease doing business with the Company or such Subsidiary, or in any way
interfere with the relationship between any such customer, supplier, licensee,
licensor, franchisee or business relation and the Company or any Subsidiary
(including, without limitation, making any negative or disparaging statements or
communications regarding the Company or its Subsidiaries).

                                      -4-



<PAGE>

                  (c) Executive agrees that: (i) the covenants set forth in this
Section 7 are reasonable in geographical and temporal scope and in all other
respects and that he has reviewed the provisions of this Agreement with his
legal counsel, (ii) the Company would not have entered into this Agreement but
for the covenants of Executive contained herein, and (iii) the covenants
contained herein have been made in order to induce the Company to enter into
this Agreement.

                  (d) If, at the time of enforcement of this Section 7, a court
shall hold that the duration, scope or area restrictions stated herein are
unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum period,
scope and area permitted by law.

                  (e) Executive recognizes and affirms that in the event of his
breach of any provision of this Section 7, money damages would be inadequate and
the Company would have no adequate remedy at law. Accordingly, the Executive
agrees that in the event of the breach or a threatened breach by Executive of
any of the provisions of this Section 7, the Company, in addition and
supplementary to other rights and remedies existing in its favor, shall be
entitled to specific performance and/or injunctive or other equitable relief
from a court of competent jurisdiction in order to enforce or prevent any
violations of the provisions hereof (without posting a bond or other security).
In addition, in the event of an alleged breach or violation by Executive of this
Section 7, the Noncompete Period shall be tolled until such breach or violation
has been duly cured.

                  8. Executive's Representations. Executive hereby represents
                     ---------------------------
and warrants to the Company that (i) the execution, delivery and performance of
this Agreement by Executive do not and shall not conflict with, breach, violate
or cause a default under any contract, agreement, instrument, order, judgment or
decree to which Executive is a party or by which he is bound, (ii) Executive is
not a party to or bound by any employment agreement, noncompete agreement or
confidentiality agreement with any other person or entity and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall be
the valid and binding obligation of Executive, enforceable in accordance with
its terms. Executive hereby acknowledges and represents that he has consulted
with independent legal counsel regarding his rights and obligations under this
Agreement and that he fully understands the terms and conditions contained
herein.

                  9. Survival. Sections 5 through 18 shall survive and continue
                     --------
in full force in accordance with their terms notwithstanding the expiration or
termination of the Employment Period.


                  10. Notices. All notices, demands or other communications to
                      -------
be given or delivered under or by reason of the provisions of this Agreement
will be in writing and will be deemed to have been given when delivered
personally, mailed by certified or registered mail, return receipt requested and
postage prepaid, or sent via a nationally recognized overnight courier, or sent
via facsimile to the recipient with telephonic confirmation by the sending
party. Such notices, demands and other communications will be sent to the
address indicated below:

                                      -5-



<PAGE>
                  To Executive:
                  -------------

                  9926 Browns Mill Road
                  Vienna, VA 22182
                  Attention:   Rick Frier
                  Telecopy No.:
                  Telephone No.: (703) 757-6996

                  To the Company:
                  --------------

                  Mattress Discounters Corporation
                  9822 Fallard Court
                  Upper Marlboro, MD 20772
                  Attention:   Board of Directors
                  Telecopy No.:     (301) 856-4591
                  Telephone No.:    (301) 856-6755

                  With copies to:
                  --------------

                  Bain Capital Partners, LLC.
                  111 Huntington
                  Boston, MA  02119
                  Attention:   Jim Hirshorn
                  Telecopy No.:     (617) 516-2010
                  Telephone No.:    (617) 516-2188

                  and
                  ---
                  Kirkland & Ellis
                  Citicorp Center
                  153 East 53rd Street
                  New York, NY  10022
                  Attention:   Lance C. Balk, Esq.
                  Telecopy No.:     (212) 446-4900
                  Telephone No.:    (212) 446-4800

or such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party. Any
notice under this Agreement shall be deemed to have been given when so
delivered, sent or mailed.

                  11. Severability. Whenever possible, each provision of this
                      ------------
Agreement shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid,
illegal or unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any action in any other jurisdiction, but this Agreement
shall be reformed, construed and

                                      -6-


<PAGE>

enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.

                  12. Complete Agreement. This Agreement embodies the complete
                      ------------------
agreement and understanding among the parties and supersedes and preempts any
prior understandings, agreements or representations by or among the parties,
written or oral, which may have related to the subject matter hereof in any way,
but excluding any breaches thereof by either party prior to the date hereof.

                  13. No Strict Construction. The language used in this
                      ----------------------
Agreement shall be deemed to be the language chosen by the parties hereto to
express their mutual intent, and no rule of strict construction shall be applied
against any party.

                  14. Counterparts. This Agreement may be executed in separate
                      ------------
counterparts, each of which is deemed to be an original and all of which taken
together constitute one and the same agreement.

                  15. Successors and Assigns. This Agreement is intended to bind
                      ----------------------
and inure to the benefit of and be enforceable by Executive, the Company and
their respective heirs, successors and assigns; provided that the rights and
obligations of Executive under this Agreement shall not be assignable.

                  16. Governing Law. All issues and questions concerning the
                      -------------
construction, validity, enforcement and interpretation of this Agreement and the
exhibits and schedules hereto shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without giving effect to any choice of
law or conflict of law rules or provisions (whether of the State of Delaware or
any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.

                  17. Amendment and Waiver. The provisions of this Agreement may
                      --------------------
be amended or waived only with the prior written consent of the Company and
Executive, and no course of conduct or failure or delay in enforcing the
provisions of this Agreement shall affect the validity, binding effect or
enforceability of this Agreement.

                  18. Remedies. Each of the parties to this Agreement will be
                      --------
entitled to enforce its rights under this Agreement specifically, to recover
damages and costs (including reasonable attorneys' fees) caused by any breach of
any provision of this Agreement and to exercise all other rights existing in its
favor. The parties hereto agree and acknowledge that money damages may not be an
adequate remedy for any breach of the provisions of this Agreement and that any
party may in its sole discretion apply to any court of law or equity of
competent jurisdiction (without posting any bond or deposit) for specific
performance and/or other injunctive relief in order to enforce or prevent any
violations of the provisions of this Agreement.

                                    * * * * *


                                      -7-



<PAGE>

                                      -8-



<PAGE>

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

                                        MATTRESS DISCOUNTERS CORPORATION

                                        By: /s/ Stephen J. Newton
                                            ------------------------------------
                                                Stephen J. Newton

                                        Its: Chief Executive Officer

                                                 /s/ Rick Frier
                                            ------------------------------------
                                                     Rick Frier

                                      -9-

<PAGE>

                                                                       Exhibit A

                                 GENERAL RELEASE


         I, Rick Frier, in consideration of and subject to the performance by
Mattress Discounters Corporation, a Delaware corporation (together with its
subsidiaries, the "Company"), of its material obligations under the Employment
                   -------
Agreement, dated as of November 5th, 2001 (the "Agreement"), do hereby release
                                                ---------
and forever discharge as of the date hereof the Company and all present and
former directors, officers, agents, representatives, employees, successors and
assigns of the Company and its direct or indirect owners (collectively, the
"Released Parties") to the extent provided below.
 ----------------

1.       I understand that any payments or benefits paid or granted to me under
         Section 4(b) of the Agreement represent, in part, consideration for
         signing this General Release and are not salary, wages or benefits to
         which I was already entitled. I understand and agree that I will not
         receive the payments and benefits specified in Section 4(b) of the
         Agreement unless I execute this General Release and do not revoke this
         General Release within the time period permitted hereafter or breach
         this General Release.

2.       Except as provided in Section 4 below, I knowingly and voluntarily
         release and forever discharge the Company and the other Released
         Parties from any and all claims, controversies, actions, causes of
         action, cross-claims, counter-claims, demands, debts, compensatory
         damages, liquidated damages, punitive or exemplary damages, other
         damages, claims for costs and attorneys' fees, or liabilities of any
         nature whatsoever in law and in equity, both past and present (through
         the date of this General Release) and whether known or unknown,
         suspected, or claimed against the Company or any of the Released
         Parties which I, my spouse, or any of my heirs, executors,
         administrators or assigns, may have, which arise out of or are
         connected with my employment with, or my separation from, the Company
         (including, but not limited to, any allegation, claim or violation,
         arising under: Title VII of the Civil Rights Act of 1964, as amended;
         the Civil Rights Act of 1991; the Age Discrimination in Employment Act
         of 1967, as amended (including the Older Workers Benefit Protection
         Act); the Equal Pay Act of 1963, as amended; the Americans with
         Disabilities Act of 1990; the Family and Medical Leave Act of 1993;
         the Civil Rights Act of 1866, as amended; the Worker Adjustment
         Retraining and Notification Act; the Employee Retirement Income
         Security Act of 1974; any applicable Executive Order Programs; the
         Fair Labor Standards Act; or their state or local counterparts; or
         under any other federal, state or local civil or human rights law, or
         under any other local, state, or federal law, regulation or ordinance;
         or under any public policy, contract or tort, or under common law; or
         arising under any policies, practices or procedures of the Company; or
         any claim for wrongful discharge, breach of contract, infliction of
         emotional distress, defamation; or any claim for costs, fees, or other
         expenses, including attorneys' fees incurred in these matters) (all of
         the foregoing collectively referred to herein as the "Claims").
                                                               ------

3.       I represent that I have made no assignment or transfer of any right,
         claim, demand, cause of action, or other matter covered by Section 2
         above.

                                      A-1



<PAGE>

4.       I agree that this General Release does not waive or release any rights
         or claims that I may have under the Age Discrimination in Employment
         Act of 1967 which arise after the date I execute this General Release.
         I acknowledge and agree that my separation from employment with the
         Company in compliance with the terms of the Agreement shall not serve
         as the basis for any claim or action (including, without limitation,
         any claim under the Age Discrimination in Employment Act of 1967).

5.       In signing this General Release, I acknowledge and intend that it
         shall be effective as a bar to each and every one of the Claims
         hereinabove mentioned or implied. I expressly consent that this
         General Release shall be given full force and effect according to each
         and all of its express terms and provisions, including those relating
         to unknown and unsuspected Claims (notwithstanding any state statute
         that expressly limits the effectiveness of a general release of
         unknown, unsuspected and unanticipated Claims), if any, as well as
         those relating to any other Claims hereinabove mentioned or implied. I
         acknowledge and agree that this waiver is an essential and material
         term of this General Release and that without such waiver the Company
         would not have agreed to the terms of the Agreement. I further agree
         that in the event I should bring a Claim seeking damages against the
         Company, or in the event I should seek to recover against the Company
         in any Claim brought by a governmental agency on my behalf, this
         General Release shall serve as a complete defense to such Claims. I
         further agree that I am not aware of any pending charge or complaint
         of the type described in Section 2 as of the execution of this General
         Release.

6.       I agree that neither this General Release, nor the furnishing of the
         consideration for this General Release, shall be deemed or construed at
         any time to be an admission by the Company, any Released Party or
         myself of any improper or unlawful conduct.

7.       I agree that I will forfeit all amounts payable by the Company pursuant
         to the Agreement if I challenge the validity of this General Release. I
         also agree that if I violate this General Release by suing the Company
         or the other Released Parties, I will pay all costs and expenses of
         defending against the suit incurred by the Released Parties, including
         reasonable attorneys' fees, and return all payments received by me
         pursuant to the Agreement.

8.       I agree that this General Release is confidential and agree not to
         disclose any information regarding the terms of this General Release,
         except to my immediate family and any tax, legal or other counsel I
         have consulted regarding the meaning or effect hereof or as required by
         law, and I will instruct each of the foregoing not to disclose the same
         to anyone.

9.       Any non-disclosure provision in this General Release does not prohibit
         or restrict me (or my attorney) from responding to any inquiry about
         this General Release or its underlying facts and circumstances by the
         Securities and Exchange Commission (SEC), the National Association of
         Securities Dealers, Inc. (NASD), any other self-regulatory organization
         or governmental entity.

                                      A-2



<PAGE>

10.      I agree to reasonably cooperate with the Company in any internal
         investigation or administrative, regulatory, or judicial proceeding. I
         understand and agree that my cooperation may include, but not be
         limited to, making myself available to the Company upon reasonable
         notice for interviews and factual investigations; appearing at the
         Company's request to give testimony without requiring service of a
         subpoena or other legal process; volunteering to the Company pertinent
         information; and turning over to the Company all relevant documents
         which are or may come into my possession all at times and on schedules
         that are reasonably consistent with my other permitted activities and
         commitments. I understand that in the event the Company asks for my
         cooperation in accordance with this provision, the Company will
         reimburse me solely for reasonable travel expenses, including lodging
         and meals, upon my submission of receipts.

11.      Notwithstanding anything in this General Release to the contrary, this
         General Release shall not relinquish, diminish, or in any way affect
         any rights or claims arising out of any breach by the Company or by any
         Released Party of the Agreement.

12.      Whenever possible, each provision of this General Release shall be
         interpreted in, such manner as to be effective and valid under
         applicable law, but if any provision of this General Release is held to
         be invalid, illegal or unenforceable in any respect under any
         applicable law or rule in any jurisdiction, such invalidity, illegality
         or unenforceability shall not affect any other provision or any other
         jurisdiction, but this General Release shall be reformed, construed and
         enforced in such jurisdiction as if such invalid, illegal or
         unenforceable provision had never been contained herein.

BY SIGNING THIS GENERAL RELEASE, I REPRESENT AND AGREE THAT:

(a)      I HAVE READ IT CAREFULLY;

(b)      I UNDERSTAND ALL OF ITS TERMS AND KNOW THAT I AM GIVING UP IMPORTANT
         RIGHTS, INCLUDING BUT NOT LIMITED TO, RIGHTS UNDER THE AGE
         DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED, TITLE VII OF THE
         CIVIL RIGHTS ACT OF 1964, AS AMENDED; THE EQUAL PAY ACT OF 1963, THE
         AMERICANS WITH DISABILITIES ACT OF 1990; AND THE EMPLOYEE RETIREMENT
         INCOME SECURITY ACT OF 1974, AS AMENDED;

(c)      I VOLUNTARILY CONSENT TO EVERYTHING IN IT;



(d)      I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING IT
         AND I HAVE DONE SO OR, AFTER CAREFUL READING AND CONSIDERATION I HAVE
         CHOSEN NOT TO DO SO OF MY OWN VOLITION;

(e)      I HAVE HAD AT LEAST 21 DAYS FROM THE DATE OF MY RECEIPT OF THIS
         RELEASE SUBSTANTIALLY IN ITS FINAL FORM ON ___________, ____ TO



                                      A-3


<PAGE>

         CONSIDER IT AND THE CHANGES MADE SINCE THE _______________ __, _____
         VERSION OF THIS RELEASE ARE NOT MATERIAL AND WILL NOT RESTART THE
         REQUIRED 21-DAY PERIOD;

(f)      THE CHANGES TO THE AGREEMENT SINCE AUGUST 21, 2000 EITHER ARE NOT
         MATERIAL OR WERE MADE AT MY REQUEST.

(g)      I UNDERSTAND THAT I HAVE SEVEN DAYS AFTER THE EXECUTION OF THIS
         RELEASE TO REVOKE IT AND THAT THIS RELEASE SHALL NOT BECOME EFFECTIVE
         OR ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED;

(h)      I HAVE SIGNED THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY AND WITH
         THE ADVICE OF ANY COUNSEL RETAINED TO ADVISE ME WITH RESPECT TO IT;
         AND

(i)      I AGREE THAT THE PROVISIONS OF THIS GENERAL RELEASE MAY NOT BE AMENDED,
         WAIVED, CHANGED OR MODIFIED EXCEPT BY AN INSTRUMENT IN WRITING SIGNED
         BY AN AUTHORIZED REPRESENTATIVE OF THE COMPANY AND BY ME.

DATE: ___________ __, ______                     ______________________________
                                                          Rick Frier

                                      A-4