EXECUTIVE EMPLOYMENT AGREEMENT





This Employment Agreement dated as of September 1, 2001, between U.S.-China Industrial Exchange, Inc., a New York corporation currently having an address at  7201 Wisconsin Avenue, Bethesda, Maryland 20815 (the "Company"), and Robert C. Goodwin, Jr., an individual residing at 3710 Bradley Lane, Chevy Chase, MD 20815 ("Employee").



W  I  T  N  E  S  S  E  T  H :



WHEREAS, the Company desires that Employee be employed by it and render services to it, and Employee is willing to be so employed and to render such services to the Company, all upon the terms and subject to the conditions contained herein.



NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:



1.	Employment.  Subject to and upon the terms and conditions contained in this Agreement, the Company hereby agrees to employ Employee and Employee agrees to enter the employ of the Company, for the period set forth in Paragraph 2 hereof, to render the services to the Company, its affiliates and/or subsidiaries described in Paragraph 3 hereof.



2.	Term.  Employee's term of employment under this Agreement shall commence on the date hereof (the "Commencement Date") and shall continue for a period through and including the fifth anniversary of the Commencement Date (the "Employment Term") unless extended in writing by both parties or earlier terminated pursuant to the terms and conditions set forth herein.



3.	Duties.  (a)  Subject to the authority of the Board of Directors of the Company, Employee shall be employed solely as the Company's Executive Vice President, Operations, General Counsel, Treasurer and Assistant Secretary.  It is agreed that Employee shall be based in the Company's Bethesda, Maryland facilities, or any other facilities mutually agreeable to the parties.



(b)	Employee agrees to abide by all By-laws and applicable policies of the Company promulgated from time to time by the Board of Directors of the Company.



4.	Exclusive Services and Best Efforts.  Employee shall devote his entire working time, attention, best efforts and ability during regular business hours exclusively to the service of the Company, its affiliates and subsidiaries during the term of this Agreement.



5.	Compensation.  As compensation for his services and covenants hereunder, the Company shall pay Employee the following:



(a)	Base Salary.  The Company shall pay Employee a minimum base salary ("Salary") of One Hundred and Sixty Eight Thousand  Dollars ($168,000) per year. The Salary shall be subject to review and adjustment on an annual basis or, at the Company's discretion, on such earlier date as the Company may designate; provided, however, that in no event shall Employee's Salary be adjusted below the Salary designated herein.



(b)	Bonus Compensation.  The Company also shall pay Employee annual bonus compensation ("Bonus Compensation") based on the success of business operations and the pre-tax profits of the Company and upon the performance of the Employee as determined by the Board of Directors of the Company in accordance with the then-existing management incentive program of the Company or as may otherwise be determined by the Board of Directors.



6.	Business Expenses.  Employee shall be reimbursed for those business expenses incurred by him which are reasonable and necessary for Employee to perform his duties under this Agreementin accordance with policies established from time to time by the Company.



7.	Employee Benefits.  	During the Employment Term, Employee shall be entitled to such insurance, disability and health and medical benefits and be entitled to participate in such retirement plans and supplemental executive retirement plans or programs as generally made available to employees of the same rank of the Company pursuant to the policies of the Company; provided that Employee shall be required to comply with the conditions attendant to coverage by such plans and shall comply with and be entitled to benefits only in accordance with the terms and conditions of such plans.  Employee shall be entitled to paid vacation each year during the Employment Term of such duration and at such times as does not, in the opinion of the Board of Directors, interfere with Employee's performance of his duties hereunder.  Employee shall be entitled to the use of a Company-owned automobile or an allowance to reimburse Employee for costs associated with the use of a personal automobile, to include insurance, fuel, oil, repairs, maintenance, or such other transportation-related allowance, as may be agreed by the Company and Employee.  Employee acknowledges that some or all of this benefit will likely be deemed compensation to him or her. The Company may withhold from any benefits payable to Employee all federal, state, local and other taxes and amounts as shall be permitted or required pursuant to law, rule or regulation.  All of the benefits to which Employee may be entitled may be changed from time to time or withdrawn at any time in the sole discretion of the Company.



8.	Death and Disability.  (a)  The Employment Term shall terminate on the date of Employee's death, in which event Employee's Salary, reimbursable expenses and benefits owing to Employee through the date of Employee's death shall be paid to his estate.  Employee's estate will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 8(a).



(b)	If, during the Employment Term, in the opinion of a duly licensed physician acceptable to the Company, Employee, because of physical or mental illness or incapacity, shall become substantially unable to perform the duties and services required of him under this Agreement for a period of six consecutive months the Company may, upon at least twenty (20) days' prior written notice given at any time after the expiration of such six-month period to Employee of its intention to do so, terminate this Agreement as of such date as may be set forth in the notice.  In case of such termination, Employee shall be entitled to receive his Salary, reimbursable expenses and benefits owing to Employee through the date of termination.  Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 8(b).



9.	Termination for Cause.  (a)  The Company may terminate the employment of Employee for Cause (as hereinafter defined).  Upon such termination, the Company shall be released from any and all further obligations under this Agreement, except that the Company shall be obligated to pay Employee his Salary, reimbursable expenses and benefits owing to Employee through the day on which Employee is terminated.  Employee will not be entitled to any other compensation upon termination of this Agreement pursuant to this Paragraph 9(a).



(b)	As used herein, the term "Cause" shall mean:  (i) the willful failure of Employee to perform his duties pursuant to Paragraph 3 hereof, which failure is not cured by Employee within 20 days following notice thereof from the Company; (ii) any other material breach of this Agreement by Employee, including any of the material representations or warranties made by Employee; (iii) any act, or failure to act, by Employee in bad faith or to the detriment of the Company; (iv) the commission by Employee of an act involving moral turpitude, dishonesty, theft, unethical business conduct, or any other conduct which significantly impairs the reputation of, or harms, the Company, its subsidiaries or affiliates; (v) any misrepresentation, concealment or omission by Employee of any material fact in seeking employment hereunder; (vi) any other occurrence or circumstance generally recognized a "cause" for employment termination under applicable law or (vii) violation by employee of the provisions of Article 12.



10.	Termination for Good Reason.  (a)  After a Change in Control of the Company, as defined below, Employee may voluntarily terminate his employment for Good Reason.  For purposes of this Agreement, "Good Reason" shall mean, without Employee's express written consent, the occurrence after a Change in Control of the Company of any of the following circumstances unless, in the case of paragraphs (i), (v), (vi), (vii), or (viii) such circumstances are fully corrected prior to the Termination Date (as hereinafter defined) specified in the Notice of Termination given in respect thereof:



(i)	the assignment to Employee of any duties substantially inconsistent with the duties set forth in Paragraph 3 hereof and with the position in the Company that Employee held immediately prior to the Change in Control of the Company, or a significant adverse alteration in the nature or status of Employee's responsibilities or the conditions of such employment from those in effect immediately prior to such Change in Control; provided however, that a mere change in job title which does not result in the assignment to Employee of substantially inconsistent duties or which does not constitute a significant adverse alteration in the nature or status of Employee's responsibilities or the conditions of such employment, as described herein above, shall not constitute "Good Reason" hereunder;



(ii)	a reduction by the Company in Employee's Salary as in effect on the date hereof or as the same may be increased from time to time except for across-the-board salary reductions similarly affecting all key personnel of the Company and all key personnel of any person in control of the Company;



(iii)	the relocation of the Company's offices at which Employee is principally employed immediately prior to the date of the Change in Control of the Company to a location more than 35 miles from such location, or the Company requiring Employee to be based anywhere other than the Company's offices at such location except for required travel on the Company's business to an extent substantially consistent with Employee's business travel obligations immediately prior to the Change in Control;



(iv)	the failure by the Company to pay to Employee any portion of Employee's current compensation or to pay to Employee any portion of an installment of deferred compensation under any deferred compensation program of the Company, now or hereafter in existence, within fourteen (14) days of the date such compensation is due;



(v)	the failure by the Company to continue to provide Employee with benefits substantially similar to those enjoyed by Employee under any of the Company's life insurance, medical, accident or disability in which Employee was participating at the time of the Change in Control of the Company, the taking of any action by the Company which would directly or indirectly materially reduce any of such benefits, or the failure by the Company to provide Employee with the number of paid vacation days to which Employee is entitled on the basis of years of service with the Company in accordance with the Company's normal vacation policy in effect at the time of the Change in Control of the Company, unless such failure or taking of action similarly affects all key personnel of the Company and all key personnel of any person in control of the Company;



(vi)	the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement, as contemplated in Section 20 hereof;



(vii)	any purported termination of Employee's employment that is not effected pursuant to a Notice of Termination satisfying the requirements of Subsection 10(c) hereof, which purported termination shall not be effective for purposes of this Agreement; or



(viii)	a breach by the Company of any provision of this Agreement not embraced in the foregoing clauses (i), (ii), (iii), (iv), (v), (vi) and (vii).



(b)	Employee's employment will not be considered to have been terminated by the Company if the employment is discontinued due to the sale of a facility of the Company in which Employee works if Employee is offered substantially equivalent employment by the purchaser of the facility (or an affiliated company of the purchaser); and the purchaser (or an affiliated company) agrees to assume the Company's responsibilities under this Agreement with respect to Employee as if the purchaser (or an affiliated company) were the Company hereunder and no such sale had occurred.



(c)	Any termination by the Company or by Employee pursuant to this Agreement shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 16.  For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of Employee's employment under the provisions so indicated.



(d)	"Termination Date" shall mean if Employee's employment is terminated pursuant to Subsection 10(a) hereof, the date specified in the Notice of Termination (which, in the case of a termination for Good Reason shall not be less than fifteen (15) nor more than sixty (60) days from the date such Notice of Termination is given.



(e)	For purposes of this Agreement, a "Change in Control" shall have occurred if:



(i)	any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the date of this Agreement, becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 49% of the combined voting power of the Company's then outstanding securities;



(ii)	during any period of not more than two consecutive years (not including any period prior to the execution of this Agreement), individuals who at the beginning of such period constitute the Board, and any new director whose election by the Board or nomination for election by the Company's shareholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute at least a majority thereof;





(iii)	the shareholders of the Company approve a merger or consolidation of the Company with any other corporation, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 51% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no "person" (as hereinabove defined) acquires more than 49% of the combined voting power of the Company's then outstanding securities; or



(iv)	the shareholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets.





11.	Compensation and Certain Other Provisions in the Event of Termination of Employment For Good Reason.  If the Company shall terminate Employee's employment other than pursuant to the provisions of Sections 8 or 9 hereof, or if Employee shall voluntarily terminate employment pursuant to the provisions of Subsection 10(a), then the Company, as liquidated damages or severance pay or both, shall pay to Employee and provide Employee and Employee's dependents with the following:



(a)	The Company shall pay Employee (i) Salary through the Termination Date at the annual rate of compensation in effect immediately prior to the Termination Date, any accrued bonuses owing to Employee for any past fiscal years, and a bonus for the period from the first day of the fiscal year in which the Termination Date occurs to the Termination Date, computed at an annual rate equal to the higher of (A) the average bonus paid to Employee for the fiscal year of the Company immediately preceding the fiscal year in which Change in Control occurs or (B) the average bonus paid to Employee for the three fiscal years of the Company immediately preceding the fiscal year in which the Termination Date occurs (the "Bonus Rate"), and (ii) three times the sum of such Salary plus the Bonus Rate (the "Termination Compensation").  For the purposes of the foregoing payments, the annual rate of compensation shall be the rate paid to Employee without regard to any purported reduction or attempted reduction of such rate by the Company.  The amount specified in clauses (i) and (ii) shall be payable in a lump sum within ten (10) days after the Termination Date.



(b)	Within thirty (30) days after the Termination Date, the Company shall arrange to provide Employee with group or individual health insurance substantially similar to that which Employee was receiving immediately prior to the Notice of Termination.  The obligation to provide such insurance shall continue until Employee qualifies for Medicare, reaches age 65, dies, or notifies the Company that such benefit should cease, whichever occurs earlier.  In addition, Company shall purchase an annuity policy in an amount which will, at the time the Employee qualifies for Medicare, provide the Employee with a monthly payment which Employee can use to purchase supplemental health insurance.  Such annuity policy shall result in a  monthly payment in an amount estimated to be the cost of standard supplemental insurance, but in no event will exceed $300 per month.



(c)	Options granted to Employee under the Company's stock option plan which options have been granted for more than six months shall become immediately exercisable and the Employee shall have a period of ninety (90) days following the Date of Termination (but in no event past the expiration term of the option grant) to exercise all options granted under the Stock Option Plan then exercisable or which become exercisable pursuant to this paragraph.



(d)	The benefits of tuition reimbursement and housing allowance received by Employee in the year immediately prior to Termination, if any, shall be continued for a period of three years to the extent that Employee continues to be eligible for such benefits under the terms of benefit policy in effect immediately prior to Termination.  Such benefits shall cease prior to the expiration of the three year period when and if Employee has relocated outside of China, or has  undertaken employment with a new employer.



(e)	In the event that, by reason of section 280G of the Internal Revenue Code of 1986 (the "Code"), any payment or benefit received or to be received by Employee in connection with a Change in Control of the Company or the termination of Employee's employment (whether payable pursuant to the terms of this Agreement ("Contract Payments") or any other plan, arrangement or agreement with the Company, its successors, any person whose actions result in a Change in Control or any corporation ("Affiliate") affiliated (or which, as a result of the completion of the transactions causing a Change in Control will become affiliated) with the Company within the meaning of section 1504 of the Code (collectively with the Contract Payments, "Total Payments"), would not be deductible (in whole or in part) by the Company, an Affiliate or other person making such payment or providing such benefit, the Termination Compensation shall be reduced (and, if the Termination Compensation is reduced to zero, other Contract Payments shall first be reduced and other Total Payments shall thereafter be reduced) until no portion of the Total Payments is not deductible by reason of section 280G of the Code.  For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Employee shall have effectively waived in writing prior to the date of payment of the Termination Compensation shall be taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of tax counsel selected by the Company's independent auditors and acceptable to Employee does not constitute a "parachute payment" within the meaning of section 280G(b)(2) of the Code (without regard to subsection (A)(ii) thereof), (iii) the Termination Compensation (and, thereafter, other Contract Payments and other Total Payments) shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clause (i) and (ii)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4) of the Code, in the opinion of the tax counsel referred to in clause (ii), and (iv) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Company's independent auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code.



(f)	Except as otherwise provided in this Agreement, Employee shall not be required to mitigate the amount of any payment provided for in this Section 11 by seeking employment or otherwise, nor shall the amount of any payment or benefit provided for in this Section 11 be reduced by any compensation earned by Employee as the result of employment by another employer, by retirement benefits, by offset against any amount claimed to be owed by Employee to the Company, or otherwise.



(g)	Any reduction in Termination Compensation pursuant to Subsection 11(f) shall, in the event of any question, be determined jointly by the independent public accountants of the Company and a firm of independent public accountants selected by Employee, and in the event such accountants are unable to agree on a resolution of the question, such reduction shall be determined by a third firm of independent public accountants selected jointly by the foregoing two firms and shall be binding on Employee and the Company.  The expense for any such determination shall be borne equally by the Company and the Employee.



12.	Disclosure of Information and Restrictive Covenant. Employee acknowledges that, by his employment, he has been and will be in a confidential relationship with the Company and will have access to confidential information and trade secrets of the Company, its subsidiaries and affiliates.  Confidential information and trade secrets include, but are not limited to, customer, supplier and client lists, price lists, marketing, distribution and sales strategies and procedures, operational and equipment techniques, business plans and systems, quality control procedures and systems, special projects and technological research, including projects, research and reports for any entity or client or any project, research, report or the like concerning sales or manufacturing or new technology, employee compensation plans and any other information relating thereto, and any other records, files, drawings, inventions, discoveries, applications, processes, data and information concerning the business of the Company which are not in the public domain.  Employee agrees that in consideration of the execution of this Agreement by the Company, except in any way with respect to foreign affiliates of the Company as of the date hereof:

:



(a)	Employee will not, during the term of this Agreement or at any time thereafter, use, or disclose to any third party, trade secrets or confidential information of the Company, including, but not limited to, confidential information or trade secrets belonging or relating to the Company, its subsidiaries, affiliates, customers and clients or proprietary processes or procedures of the Company, its subsidiaries, affiliates, customers and clients.  Proprietary  processes and procedures shall include, but shall not be limited to, all information which is known or intended to be known only to employees of the Company, its respective subsidiaries and affiliates or others in a confidential relationship with the Company or its respective subsidiaries and affiliates which relates to business matters.



(b)	Employee will not, during the term of this Agreement and for a period of two (2) years thereafter, directly or indirectly, under any circumstance other than at the direction and for the benefit of the Company, engage in or participate in any business activity, including, but not limited to, acting as a director, officer, employee, agent, independent contractor, partner, consultant, licensor or licensee, franchisor or franchisee, proprietor, syndicate member, shareholder or creditor or with a person having any other relationship with any other business, company, firm occupation or business activity, in any geographic area within China or the United States that is, directly or indirectly, competitive with any business conducted by the Company or any of its subsidiaries or affiliatesduring the term of this Agreementor thereafter.  Should Employee own 5% or less of the issued and outstanding shares of a class of securities of a corporation the securities of which are traded on a national securities exchange or in the over-the-counter market, such ownership shall not cause Employee to be deemed a shareholder under this Paragraph 10(b).



(c)	Employee will not, during the term of this Agreement and for a period of two (2) years thereafter, on his behalf or on behalf of any other business enterprise, directly or indirectly, under any circumstance other than at the direction and for the benefit of the Company, solicit or induce any creditor, customer, supplier, officer, employee or agent of the Company or any of its subsidiaries or affiliates to sever its relationship with or leave the employ of any of such entities.



(d)	This Paragraph 12 and Paragraphs 10, 11 and 13 hereof shall survive the expiration or termination of this Agreement for any reason.



(e)	It is expressly agreed by Employee that the nature and scope of each of the provisions set forth above in this Paragraph 12 are reasonable and necessary.  If, for any reason, any aspect of the above provisions as it applies to Employee is determined by a court of competent jurisdiction to be unreasonable or unenforceable, the provisions shall only be modified to the minimum extent required to make the provisions reasonable and/or enforceable, as the case may be.  Employee acknowledges and agrees that his services are of a unique character and expressly grants to the Company or any subsidiary, successor or assignee of the Company, the right to enforce the provisions above through the use of all remedies available at law or in equity, including, but not limited to, injunctive relief.



13.	Company Property.  (a)  Any patents, inventions, discoveries, applications or processes, designs, devised, planned, applied, created, discovered or invented by Employee in the course of Employee's employment under this Agreement and which pertain to any aspect of the Company's or its respective subsidiaries' or affiliates' business shall be the sole and absolute property of the Company, and Employee shall make prompt report thereof to the Company and promptly execute any and all documents reasonably requested to assure the Company the full and complete ownership thereof.



(b)	All records, files, lists, including computer generated lists, drawings, documents, equipment and similar items relating to the Company's business which Employee shall prepare or receive from the Company shall remain the Company's sole and exclusive property.  Upon termination of this Agreement, Employee shall promptly return to the Company all property of the Company in his possession.  Employee further represents that he will not copy or cause to be copied, print out or cause to be printed out any software, documents or other materials originating with or belonging to the Company.  Employee additionally represents that, upon termination of his employment with the Company, he will not retain in his possession any such software, documents or other materials.



14.	Remedy.  It is mutually understood and agreed that Employee's services are special, unique, unusual, extraordinary and of an intellectual character giving them a peculiar value, the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Accordingly, in the event of any breach of this Agreement by Employee, including, but not limited to, the breach of the non-disclosure, non-solicitation and non-compete clauses under Paragraph 12 hereof, the Company shall be entitled to equitable relief by way of injunction or otherwise in addition to damages the Company may be entitled to recover.  In addition, the Company shall be entitled to reimbursement from Employee, of any and all reasonable attorneys' fees and expenses incurred by it in enforcing any term or provision of this Agreement.



15.	Representations and Warranties of Employee.  (a)  In order to induce the Company to enter into this Agreement, Employee hereby represents and warrants to the Company as follows:  (i) Employee has the legal capacity and unrestricted right to execute and deliver this Agreement and to perform all of his obligations hereunder; (ii) the execution and delivery of this Agreement by Employee and the performance of his obligations hereunder will not violate or be in conflict with any fiduciary or other duty, instrument, agreement, document, arrangement or other understanding to which Employee is a party or by which he is or may be bound or subject; and (iii) Employee is not a party to any instrument, agreement, document, arrangement or other understanding with any person (other than the Company) requiring or restricting the use or disclosure of any confidential information or the provision of any employment, consulting or other services.



(b)	Employee hereby agrees to indemnify and hold harmless the Company from and against any and all losses, costs, damages and expenses (including, without limitation, its reasonable attorneys' fees) incurred or suffered by the Company resulting from any breach by Employee of any of his representations or warranties set forth in Paragraph 15(a) hereof.



16.	Notices.  All notices given hereunder shall be in writing and shall be deemed effectively given when mailed, if sent by registered or certified mail, return receipt requested, addressed to Employee at his address set forth on the first page of this Agreement and to the Company at its address set forth on the first page of this Agreement, Attention: Secretary, with a copy to Jenkens & Gilchrist Parker Chapin LLP, 405 Lexington Avenue, New York, New York 10174, Attention:  Gary J. Simon, Esq., or at such address as such party shall have designated by a notice given in accordance with this Paragraph 14, or when actually received by the party for whom intended, if sent by any other means.



17.	Entire Agreement.  This Agreement constitutes the entire understanding of the parties with respect to its subject matter and no change, alteration or modification hereof may be made except in writing signed by the parties hereto.  Any prior or other agreements, promises, negotiations or representations not expressly set forth in this Agreement are of no force or effect.



18.	Severability.  If any provision of this Agreement shall be unenforceable under any applicable law, then notwithstanding such unenforceability, the remainder of this Agreement shall continue in full force and effect.



19.	Waivers, Modifications, Etc.  No amendment, modification or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by each of the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.



20.	Assignment.  Neither this Agreement, nor any of Employee's rights, powers, duties or obligations hereunder, may be assigned by Employee.  This Agreement shall be binding upon and inure to the benefit of Employee and his heirs and legal representatives and the Company and its successors and assigns.  Successors of the Company shall include, without limitation, any corporation or corporations acquiring, directly or indirectly, all or substantially all of the assets of the Company, whether by merger, consolidation, purchase, lease or otherwise, and such successor shall thereafter be deemed "the Company" for the purpose hereof.



21.	Applicable Law.  This Agreement shall be deemed to have been made, drafted, negotiated and the transactions contemplated hereby consummated and fully performed in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of law rules thereof.  Nothing contained in this Agreement shall be construed so as to require the commission of any act contrary to law, and whenever there is any conflict between any provision of this Agreement and any statute, law, ordinance, order or regulation, contrary to which the parties hereto have no legal right to contract, the latter shall prevail, but in such event any provision of this Agreement so affected shall be curtailed and limited only to the extent necessary to bring it within the legal requirements.



22.	Jurisdiction and Venue.  It is hereby irrevocably agreed that all disputes or controversies between the Company and Employee arising out of, in connection with or relating to this Agreement shall be exclusively heard, settled and determined by arbitration to be held in Washington, D.C., in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect. The parties also agree that judgment may be entered on the arbitrator's award by any court having jurisdiction thereof and the parties consent to the jurisdiction of any court located in the City of Washington, District of Columbia, for this purpose.



23.	Full Understanding.  Employee represents and agrees that he fully understands his right to discuss all aspects of this Agreement with his private attorney, that to the extent, if any that he desired, he availed himself of this right, that he has carefully read and fully understands all of the provisions of this Agreement, that he is competent to execute this Agreement, that his agreement to execute this Agreement has not been obtained by any duress and that he freely and voluntarily enters into it, and that he has read this document in its entirety and fully understands the meaning, intent and consequences of this document which is that it constitutes an agreement of employment.



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



EMPLOYEE:						COMPANY:





______________________________________ By: ___________________________________

Name:	Name:

Date:	Title: