<PAGE>

                                                                   EXHIBIT 10.90

                EMPLOYMENT AND CONTINUITY OF BENEFITS AGREEMENT

          EMPLOYMENT AND CONTINUITY OF BENEFITS AGREEMENT made as of the 31st
day of May 2001 by and between P-Com, Inc., a Delaware corporation (the
"Company"), and George Roberts ("Executive").  All capitalized terms in this
Agreement shall have the meaning assigned to them in this Agreement or in the
attached Appendix unless otherwise indicated herein.

          WHEREAS, Executive currently serves as the Company's Chief Executive
Officer and the Chairman of the Board.

          WHEREAS, Executive desires to resign from his position as the
Company's Chief Executive Officer and appoint, subject to the approval of the
Board, James Sobczak (the "Designated Successor") as his successor to such
position, effective as of May 31, 2001 (the "Resignation Effective Date").

          WHEREAS, Company and Executive desire that Executive continue in the
Company's employ in his capacity as Chairman of the Board following the
Resignation Effective Date.

          WHEREAS, the Company and Executive have previously entered into a
change in control severance agreement dated December 15, 1997 (the "Change in
Control Severance Agreement") pursuant to which Executive may become entitled to
certain severance benefits in the event his employment with the Company were to
terminate within a specified period following a Change in Control,  as such term
is defined in that agreement.

          WHEREAS, the Company and Executive wish to enter into a formal
agreement which will govern the terms and conditions of Executive's continued
employment with the Company as Chairman of the Board following the Resignation
Effective Date and which will provide the Executive with severance benefits
under circumstances which would not otherwise entitle him to such benefits under
the existing provisions of the Change in Control Severance Agreement.

          NOW, THEREFORE, the parties hereto agree as follows:

                 PART ONE -- TERMS AND CONDITIONS OF EMPLOYMENT

1.  DUTIES AND RESPONSIBILITIES; EMPLOYMENT PERIOD.

        (a) DUTIES AND RESPONSIBILITIES. Executive shall serve as the Chairman
of the Board during the Employment Period and shall perform in good faith and to
the best of his ability all services which may be required of Executive
hereunder and to be available to render services at all reasonable times and
places in accordance with reasonable directions and requests made by the Company
acting by majority vote of the Board. Executive shall, during the Employment
Period, devote his full time, ability, energy and skill to the performance of
his duties and responsibilities hereunder.

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        (b) PRINCIPAL PLACE OF EMPLOYMENT. Executive shall perform his duties
hereunder either at the Company's principal headquarters in Campbell, CA or at
his remote office in Benson AZ or any successor location which provides ready
remote access to the Company's network.

        (c) EMPLOYMENT PERIOD. Executive's employment with the Company shall be
governed by the provisions of this Agreement for the period commencing May 31,
2001 and continuing through May 30, 2002 or the sooner termination of this
Agreement in accordance with the provisions of Section 2. Should this Agreement
remain in effect through May 30, 2002, then Executive's employment under this
Agreement shall automatically be renewed for another one year term commencing
May 31, 2002 and continuing through May 30, 2003, unless Executive provides
written notice of non-renewal to the Company on or before May 1, 2002. The
period during which Executive's employment continues in effect pursuant to this
Agreement shall be hereafter referred to as the "Employment Period."

2.  TERMINATION OF EMPLOYMENT.

        (a) RESIGNATION BY EXECUTIVE. Executive may terminate his employment
under this Agreement at any time by giving the Company at least sixty (60) days
prior written notice of such termination.

        (b) TERMINATION FOR CAUSE. The Company acting by majority vote of the
Board may, upon written notice, terminate the Executive's employment hereunder
for Cause. Such termination for Cause shall be effective immediately upon such
notice.

        (c) RE-ELECTION BY STOCKHOLDERS. The Company shall use its best efforts
to nominate Executive for re-election to the Board at each annual stockholders
meeting held during the Employment Period. The failure of the Company's
stockholders to re-elect Executive to the Board shall constitute an Involuntary
Termination which shall entitle Executive to the severance benefits provided
under Part Two of this Agreement.

        (d) DEATH OR DISABILITY. Upon Executive's death or Disability during the
Employment Period, the employment relationship created pursuant to this
Agreement shall immediately terminate, and no further compensation shall become
payable to Executive pursuant to Paragraph 3. In connection with such
termination, the Company shall pay Executive or his estate (i) any unpaid Base
Salary earned under Paragraph 3 for services rendered through the date of his
death or Disability, (ii) the dollar value of all accrued and unused vacation
benefits based upon Executive's most recent level of Base Salary and (iii) any
Incentive Compensation which becomes due and payable for the fiscal year in
which the Executive's death or Disability occurs, pro-rated in amount on the
basis of the portion of that year completed prior to Executive's death or
Disability. In addition to the benefits provided under this Section 2(d),
Executive and his spouse and other eligible dependents shall be entitled to
continued health care coverage pursuant to the provisions of Part Three of this
Agreement, but Executive shall not be entitled to any severance benefits under
Part Two of this Agreement should his employment terminate during the Employment
Period by reason of his death or Disability.

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3.  CASH COMPENSATION.

        (a) BASE SALARY. Executive shall be paid a base salary during the
Employment Period at an annual rate not less than [***] (the "Base Salary"). The
Base Salary shall be paid at periodic intervals in accordance with the Company's
payroll practices for salaried employees. The Base Salary is equal to [***] of
Executive's previously authorized annual salary of up to Three Hundred Seventy
Six Thousand Dollars ($376,000) which Executive and the Company previously
agreed to reduce to the rate of Base Salary provided in this Agreement due to
the Company's business and financial condition.

        (b) INCENTIVE COMPENSATION. For each fiscal year of the Company
coincidental in whole or in part with the Employment Period, the Executive shall
have the opportunity to earn incentive compensation ("Incentive Compensation")
based on a target bonus equal to [***] of his Base Salary in
accordance with the terms of the Company's Management Incentive Program, a copy
of which is attached hereto as Exhibit A. The actual amount of Incentive
Compensation which is to be paid to Executive for each such fiscal year shall be
determined by the Board on the basis of the Company's success in attaining the
financial objectives and performance milestones established by the Board for
that fiscal year within the first ninety (90) days of such year. Should the
Employment Period terminate prior to the completion of the Company's fiscal
year, then Executive shall be entitled to a pro-rated bonus for that fiscal
year, based on the portion of such year in which he continued in employment
hereunder, if the financial objectives and performance milestones for that year
are attained. For the fiscal year ending December 31, 2001, Executive shall be
eligible to receive Incentive Compensation based on a target bonus of [***] of
Base Salary to be payable upon the Company's achievement of the financial
milestones specified in the business plan approved by the Board for the 2001
fiscal year.

        (c) TAX WITHHOLDING. The Company shall deduct and withhold from the
compensation payable to Executive hereunder any and all applicable Federal,
State and local income and employment withholding taxes and any other amounts
required to be deducted or withheld by the Company under applicable statutes,
regulations, ordinances or orders governing or requiring the withholding or
deduction of amounts otherwise payable as compensation or wages to employees.

4.  FRINGE BENEFITS.

        (a) GENERAL EXECUTIVE BENEFITS. Executive shall, throughout the
Employment Period, be eligible to participate in all group term life insurance
plans, accidental death and dismemberment plans and short-term disability
programs and other executive benefits which are made available to the Company's
executives and for which Executive qualifies. Executive shall accrue paid
vacation benefits during the Employment Period in accordance with the Company's
standard vacation policy for executives.

        [***]

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                                       3

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5.   PROPRIETARY INFORMATION.

        (a) PROPRIETARY INFORMATION. Executive hereby acknowledges that the
Company may, from time to time during the Employment Period, disclose to
Executive confidential information pertaining to the Company's business and
affairs, technology, research and development projects and customer base,
including (without limitation) financial information concerning customers and
prospective business opportunities. All information and data, whether or not in
writing, of a private or confidential nature concerning the business, technology
or financial affairs of the Company and its clients (collectively, "Proprietary
Information") is and shall remain the sole and exclusive property of the
Company. By way of illustration, but not limitation, Proprietary Information
shall include all trade secrets, research and development projects, financial
records, business plans, personnel data, computer programs and customer lists
and accounts relating to the business operations, technology or financial
affairs of the Company, other similar items indicating the source of the
Company's revenue, all information pertaining to the salaries, duties and
performance ratings of the Company's employees and all financial information
relating to the Company's clients and their proposed or contemplated business
transactions.

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        (b) NON-DISCLOSURE OF PROPRIETARY INFORMATION. Executive shall not, at
any time during or after such Employment Period, disclose to any third party or
directly or indirectly make use of any such Proprietary Information, other than
in connection with the Company's business and affairs.

        (c) USES OF PROPRIETARY INFORMATION. All files, letters, memoranda,
reports, records, data or other written, reproduced or other tangible
manifestations of the Proprietary Information, whether created by Executive or
others, to which the Executive has access during the Employment Period shall be
used by Executive only in the performance of his duties hereunder. All such
materials (whether written, printed or otherwise reproduced or recorded) shall
be returned by Executive to the Company immediately upon the termination of the
Employment Period or upon any earlier request by the Company, without Executive
retaining any copies, notes or excerpts thereof.

        (d) EXTENT OF EXECUTIVE'S OBLIGATIONS. Executive's obligation not to
disclose or use Proprietary Information shall also extend to any and all
information, records, trade secrets, data and other tangible property of the
Company clients or any other third parties who may have disclosed or entrusted
the same to the Company or Executive in connection with the Company's business
operations.

        Executive's obligations under this Section 5 shall continue in effect
after the Termination of his employment with the Company, whatever the reason or
reasons for such Termination.

                         PART TWO - SEVERANCE BENEFITS

        6. SEVERANCE BENEFITS. Executive shall become entitled to receive the
following severance benefits if (i) Executive's employment with the Company
terminates by reason of an Involuntary Termination during the Employment Period
and (ii) the circumstances under which that Involuntary Termination occurs do
NOT otherwise entitle Executive to receive the severance benefits provided
pursuant to Section II of the Change in Control Severance Agreement:

        (a) SALARY/BONUS CONTINUATION PAYMENTS. Executive shall be entitled to
salary/bonus continuation payments in an aggregate amount equal to two (2) times
the sum of (i) Executive's annual rate of Base Salary and (ii) the Executive's
target bonus for the fiscal year of the Company in which such Involuntary
Termination occurs, whether or not the financial objectives or performance
milestones applicable to that target bonus are in fact attained. Such
salary/bonus continuation payments shall be paid in a series of successive equal
biweekly installments over the twenty-four (24)-month period measured from the
date of Executive's Involuntary Termination and shall be subject to the
Company's collection of all applicable Federal, State and local income and
employment withholding taxes.

        (b) ACCELERATION OF OPTIONS. Each of Executive's outstanding Options
shall (to the extent not then otherwise fully exercisable) automatically
accelerate so that each such Option will immediately vest in full and become
exercisable for the total number of shares of Common Stock at the time subject
to that Option and may be exercised for any or all of those shares as fully-
vested shares. Each such accelerated Option, together with all Executive's

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other vested Options, shall remain so exercisable until the EARLIER of (i) the
expiration date of the ten (10)-year option term or (ii) the end of two (2)-year
period measured from the date of Executive's Involuntary Termination or such
longer period as may be specified in the agreement evidencing such Option.

        (c) Unpaid Benefits. Executive will receive a lump sum payment of all
            ---------------
unpaid vacation days which Executive has accrued through the date of Executive's
Involuntary Termination. Such payment shall be made to Executive within fifteen
(15) days after the date of such Involuntary Termination, subject to the
Company's collection of all applicable Federal, State and local income and
employment withholding taxes.

                               PART THREE - [***]

                        PART FOUR - ADDITIONAL COVENANTS

        8. Restrictive Covenants. For the twenty-four (24)-month period
           ---------------------
following Executive's Termination, Executive shall not:

                (i) directly or indirectly, whether for his own account or as an
     employee, director, consultant or advisor, provide services to any business
     enterprise which is at the time in competition with any of the Company's
     then-existing or formally planned product lines and which is located
     geographically in an area where the Company maintains substantial business
     activities;

                (ii) directly or indirectly encourage or solicit any individual
     to leave the Company's employ for any reason or interfere in any other
     manner with the employment relationships at the time existing between the
     Company and its current or prospective employees; or

                (iii) induce or attempt to induce any customer, supplier,
     distributor, licensee or other business affiliate of the Company to cease
     doing business with the Company or in any way interfere with the existing
     business relationship between

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     any such customer, supplier, distributor, licensee or other business
     affiliate and the Company.

          Executive hereby acknowledges that monetary damages may not be
sufficient to compensate the Company for any economic loss which may be incurred
by reason of Executive's breach of the foregoing restrictive covenants.
Accordingly, in the event of any such breach, the Company shall have the right
to cease all further salary/bonus continuation payments under Part Two of this
Agreement and shall, in addition to the cessation of those payments and any
remedies available to the Company at law, be entitled to obtain equitable relief
in the form of an injunction precluding Executive from continuing to engage in
such breach.

                          PART FIVE --  MISCELLANEOUS

9.  LIMITATION OF SEVERANCE BENEFITS.

        (a) SOURCE OF BENEFIT. The severance benefits to which Executive may
become entitled under Part Two of this Agreement or the provisions of the Change
in Control Severance Agreement are the only severance benefits to which
Executive is entitled upon the termination of his employment with the Company,
and no other severance benefits shall be provided to Executive by the Company
pursuant to any other severance plan or program of the Company.

        (b) TERMINATION FOR CAUSE. In the event Executive's employment hereunder
is terminated for Cause, no severance benefits shall be provided to Executive
under Part Two of this Agreement.

        10. INDEMNIFICATION. The indemnification provisions for officers and
directors under the Company certificate of incorporation, indemnification
agreement, Bylaws and insurance policies will (to the maximum extent permitted
by law) be extended to Executive with respect to any and all matters, events or
transactions occurring or effected during Executive's employment with the
Company.

        11. GENERAL CREDITOR STATUS. The payments and benefits to which
Executive becomes entitled hereunder will be paid, when due, from the general
assets of the Company, and no trust fund, escrow arrangement or other segregated
account will be established as a funding vehicle for such payment. Accordingly,
Executive's right (or the right of the personal representatives or beneficiaries
of Executive's estate) to receive any payments or benefits hereunder will at all
times be that of a general creditor of the Company and will have no priority
over the claims of other general creditors.

        12. DEATH. In the event of Executive's death, any unpaid benefits due
the Executive under this Agreement shall be paid, on the specified due date or
dates hereunder, to the executors or administrators of Executive's estate.
Should Executive die before he exercises all of his outstanding Options, then
such Options, to extent exercisable for vested shares at the time of Executive's
death, may be exercised, within twelve (12) months after the date of Executive's
death, by the executors or administrators of Executive's estate or by persons to
whom the Options are transferred pursuant to the Executive's will or in
accordance with the laws

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of inheritance. In no event, however, may any such Option be exercised after the
specified expiration date of the option term.

        13. ATTORNEY'S FEES. In the event legal proceeding should be initiated
by Executive or by the Company with respect to any controversy, claim or dispute
relating to the interpretation or application of the provisions of this
Agreement or any benefits payable hereunder, the prevailing party in such
proceedings will be entitled to recover from the losing party reasonable
attorney fees and costs incurred in connection with such proceedings or in the
enforcement or collection of any judgment or award rendered in such proceedings.
For purposes of this provision, the prevailing party means the party determined
by the court to have most nearly prevailed in the proceedings, even if that
party does not prevail in all matters, and does not necessarily mean the party
in whose favor the judgment is actually rendered. If the Company materially
breaches any of its obligations under this Agreement and fails to cure that
breach within thirty (30) days after written notice from Executive, then
Executive shall be entitled to reimbursement from the Company for any reasonable
expenses and attorney fees Executive incurs in having the Company subsequently
cure that breach, whether or not legal proceedings are actually commenced in
connection with such breach.

        14. MISCELLANEOUS

        (a) GOVERNING DOCUMENT. This Agreement, including the exhibits attached
hereto, the Change in Control Severance Agreement and the Health Care Resolution
constitute the entire agreement and understanding of the Company and Executive
with respect to the terms and conditions of Executive's employment with the
Company and the payment of severance and other benefits and supersede all prior
and contemporaneous written or verbal agreements and understandings between
Executive and the Company relating to such subject matter. This Agreement may
only be amended by written instrument signed by Executive and an authorized
officer of the Company. NOTHING IN THIS AGREEMENT SHALL ADVERSELY AFFECT OR
MODIFY THE EXECUTIVE'S RIGHTS AND BENEFITS UNDER THE CHANGE IN CONTROL SEVERANCE
AGREEMENT, AND THAT LATTER AGREEMENT SHALL CONTINUE IN FULL FORCE AND EFFECT,
BUT IN NO EVENT SHALL THERE BE ANY DUPLICATION OF THE BENEFITS PAID TO EXECUTIVE
PURSUANT TO THE PROVISIONS OF THE CHANGE IN CONTROL SEVERANCE AGREEMENT AND THIS
AGREEMENT.

        (b) GOVERNING LAW. The provisions of this Agreement shall be construed
and interpreted under the laws of the State of California applicable to
agreements executed and to be wholly performed within the State of California.
If any provision of this Agreement as applied to any party or to any
circumstance should be adjudged by a court of competent jurisdiction to be void
or unenforceable for any reason, the invalidity of that provision shall in no
way affect (to the maximum extent permissible by law) the application of such
provision under circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the enforceability or
invalidity of this Agreement as a whole. Should any provision of this Agreement
become or be deemed invalid, illegal or unenforceable in any jurisdiction by
reason of the scope, extent or duration of its coverage, then such provision
shall be deemed amended to the extent necessary to conform to applicable law so
as to be valid and enforceable or, if such provision cannot be so amended
without materially altering the intention of the parties, then such provision
will be stricken and the remainder of this Agreement shall continue in full
force and effect.

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        (c) SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon the
Company and its successors and assigns (including, without limitation, the
surviving entity in any change in control or ownership of the Company).

        (d) COUNTERPARTS. This Agreement may be executed in more than one
counterpart, each of which shall be deemed an original, but all of which
together shall constitute but one and the same instrument.

        15. INDEPENDENT LEGAL COUNSEL. By executing this Agreement, Executive
acknowledges that (i) this Agreement has been prepared by Brobeck, Phleger &
Harrison LLP ("Brobeck") acting it its capacity as legal counsel to the Company
and (ii) Executive has an opportunity to seek advice from his own legal counsel
with respect to the matters contained herein and such individual counsel is not
Brobeck.

        IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year written above.

                              P-COM, INC.


                              By:  /s/ James J.Sobczak
                                   -------------------------
                                   Title:  Director



                                    /s/ George Roberts
                               ----------------------------
                                 GEORGE ROBERTS, EXECUTIVE

                                       9

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                                    APPENDIX



          For purposes of this Agreement, the following definitions shall be in
effect:

          AGREEMENT shall mean this Employment and Continuity of Benefits
Agreement.

          BOARD means the Company's Board of Directors.

          CAUSE means the termination of the Executive's employment for any of
the following reasons: (i) Executive's commission of a felony or his
embezzlement of the Company's funds, (ii) a material breach by Executive of his
obligations under Section 5 of this Agreement (or any other proprietary
information agreement in effect between the Company and Executive) which has a
material adverse effect upon the Company, (iii) any intentional misconduct by
Executive which has a materially adverse effect upon the Company's business or
reputation, (iv) Executive's continued and willful failure to perform
substantially the duties, functions and responsibilities of his executive
position (other than by reason of physical or mental illness or injury) after
(A) written notice from the Board to the Executive in which there is
specifically identified the manner in which the Board believes that Executive
has not substantially performed his duties and (B) the Executive is provided
with a reasonable cure period of not less than thirty (30) days or (v) a
material breach by Executive of any of Executive's fiduciary obligations as an
officer of the Company which has a material adverse effect upon the Company's
business or reputation.

          CHANGE IN BOARD CONTROL means a change in the composition of the Board
effected through a change in the composition of the Board over a period of
twenty-four (24) consecutive months or less such that a majority of the Board
members cease, for any reason, to be comprised of individuals who either (A)
have been Board members continuously since the beginning of such period or (B)
have been elected or nominated for election as Board members during such period
by at least a majority of the Board members described in clause (A) who were
still in office at the time the Board approved such election or nomination.

          COMMON STOCK means the Company's common stock.

          COMPENSATION COMMITTEE means the Compensation Committee of the Board

          DISABILITY means the Executive's inability, by reason of any physical
or mental injury or illness, to substantially perform the services required of
him under this Agreement for a period in excess of one hundred twenty (120)
consecutive days.  In such event, Executive shall be deemed to have terminated
employment by reason of such Disability on the last day of such one hundred
twenty (120)-day period.

          EMPLOYMENT PERIOD means Executive's period of employment as set forth
in Section 1(b) of this Agreement.

          INVOLUNTARY TERMINATION means the termination of the Executive's
employment which occurs by reason of:

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                (i) the Company's termination of Executive's employment for any
     reason other than Cause,

                (ii) Executive's voluntary resignation within six (6) months
     following (a) the subsequent appointment of any individual other than the
     Designated Successor to the position of Chief Executive Officer or (II) a
     Change in Board Control,

                (iii) Executive's voluntary resignation following a material
     breach of this Agreement by the Company and the failure of the Company to
     cure such breach within thirty (30) days after receipt of written notice
     from Executive identifying such breach, or

                (iv) the failure of the Company's stockholders to re-elect
     Executive to the Board during the Employment Period.

          OPTION means any option granted to the Executive under any of the
Company's Plans which is outstanding at the time of his Involuntary Termination.

          PLANS means (i) the Company's 1992 Stock Option Plan, (ii) the
Company's 1995 Stock Option/Stock Issuance Plan, as amended or restated from
time to time, and (iii) any successor stock incentive plan subsequently
implemented by the Company.

          TERMINATION means a Voluntary Resignation or an Involuntary
Termination of Executive's employment.

          VOLUNTARY RESIGNATION means a resignation by Executive other than a
resignation effected under circumstances which is deemed to constitute an
Involuntary Termination hereunder.

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                                   EXHIBIT A

                          MANAGEMENT INCENTIVE PROGRAM


                    OUTLINE OF MANAGEMENT INCENTIVE PROGRAM

PURPOSE

The program is designed to reward members of the management team with a cash
bonus based on company performance.

[***]

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                                   EXHIBIT B

                 Lifetime Medical Insurance Coverage Resolution


                              CORPORATE RESOLUTION



                                   /s/ Warren T. Lazarow
                                   ---------------------
                                        (Secretary)

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                                   EXHIBIT C

                         Compensation Plan Resolutions

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                         MINUTES OF A  REGULAR MEETING
                         OF THE COMPENSATION COMMITTEE
                           OF THE BOARD OF DIRECTORS
                                       OF
                                  P-COM, INC.

DATE:             October 19, 1995

TIME:             11:30 a.m. (P.D.S.T.)

PLACE:            Office of P-Com, Inc.
                  3175 S. Winchester Boulevard
                  Campbell, California

MEMBERS PRESENT:  Michael C. Brooks (via telephone)
                  John A. Hawkins

MEMBERS ABSENT:   None


OTHERS PRESENT:   Gill Cogan
                  M. Bernard Puckett
                  Warren T. Lazarow
                  Aarti C. Gurnani

     1.  Call to Order.

     Mr. Hawkins opened the meeting by confirming that each person present could
hear each other person clearly and stating that a quorum of Committee members
was present and that the meeting had been duly noticed and convened.  Mr.
Lazarow acted as Secretary to the meeting.  Mr. Hawkins reviewed the agenda for
the meeting.


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     3.   ADJOURNMENT.  There being no further business before the Compensation
Committee, the meeting was adjourned.


                                       /s/ Warren T. Lazarow
                                       -------------------------
                                       Warren T. Lazarow
                                       Secretary to the Meeting



Approved:


/s/ John A. Hawkins
-------------------------------------------
John A. Hawkins, on behalf of the Committee

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                                   EXHIBIT D

                                 WATSON LETTER


October 2, 1995


CONFIDENTIAL

Mr. George Roberts
Chief Executive Officer
P-Com, Inc.
3175 S. Winchester Boulevard
Campbell, CA 95008

Subject:  Executive Perquisites

Dear George:


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We trust you find this information helpful and responsive to your needs.  Please
let me know if we can be of further assistance.

Sincerely,

/s/ Carl Schmitt

Carl Schmitt
Consultant

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                                   EXHIBIT E


                    PERQUISITE REIMBURSEMENT APPROVAL LETTER

[P-COM LOGO]

TO:       Bob Collins
cc:       George Roberts, Warren Lazarow
FROM:     Mike Sophie   /s/ Mike Sophie

DATE:     May 11, 1999

SUBJECT:  CEO Compensation

[***]

As these expense are incurred I have authorized payments.  If you have any
questions please ask either Warren or myself who were present at the meeting.


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