Vahe Sarkissian Employment Agreement

by Veeco
July 12th, 2002

                                                                    EXHIBIT 10.1

                             VEECO INSTRUMENTS INC.

     This Agreement is made by and between Veeco Instruments Inc., a Delaware
corporation (the "Company"), and Vahe Sarkissian ("Executive") as of July 11,
2002. This Agreement is contingent upon and shall become effective only upon the
Closing of the Merger (as defined in the Merger Agreement referred to below).
The terms used herein and not otherwise defined shall have the meanings ascribed
thereto in the Merger Agreement. The period of Executive's employment under this
Agreement is referred to herein as the "Employment Term."


     WHEREAS, the Company, Venice Acquisition Corp., an Oregon corporation and a
wholly-owned subsidiary of the Company ("Acquisition"), and Florence Company, an
Oregon corporation ("Florence") are parties to an Agreement and Plan of Merger,
dated July 11, 2002 (the "Merger Agreement"), pursuant to which, at the
Effective Time, Acquisition will merge with and into Florence, with the result
that Florence will be the surviving corporation and will become a wholly-owned
subsidiary of the Company;

     WHEREAS, Executive previously entered into an employment agreement with
Florence on May 14, 1998 and an Executive Severance Agreement with Florence on
February 1, 2002 (the "Original Agreements"); and

     WHEREAS, Executive agrees to enter into this Agreement which will replace
and supersede the Original Agreements in their entirety.

     NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein and for other good and valuable consideration, the receipt of and
sufficiency of which are hereby acknowledged, Company and the Executive agree as


          (a) POSITIONS AND DUTIES. Executive will serve as the Company's
Chairman of the Board and Chief Strategy Officer. Executive will have the powers
and duties commensurate with chairmen of publicly-traded entities, will preside
at all meetings of the board of directors of the Company (the "Board") and at
all meetings of the stockholders and will have such other powers and duties as
the Board assigns to him. Executive will manage the board-level governance of
the Company. Executive will work with the Chief Executive Officer to plan and
develop strategy for the Company, to set goals and financial performance
measures for the Company and to integrate Florence with the Company. Executive
will co-chair the Company Integration Steering Committee and the Company's
Strategic Review Board.

          (b) OBLIGATIONS. During the Employment Term, Executive will devote
Executive's full business efforts and time to the Company. During the Employment
Term, Executive agrees not to actively engage in any other employment,
occupation or consulting activity for any direct or indirect remuneration
without the prior approval of the Board (which approval will not be unreasonably
withheld); PROVIDED, HOWEVER, that Executive may, without the approval of the
Board, serve in any capacity with any civic, educational or charitable
organization, or with any company listed on EXHIBIT A (but in all cases subject
to Section 12).

          (c) AT-WILL EMPLOYMENT. Executive and the Company agree that
Executive's employment with the Company constitutes "at-will" employment.
Executive and the Company acknowledge that this employment relationship may be
terminated at any time, upon written notice to the other party, with or without
good cause or for any or no cause, at the option either of the Company or
Executive; PROVIDED, HOWEVER, that no termination of the Executive's employment
by the Company shall be effective without the affirmative vote of at least
two-thirds (?) of the members of the Board (other than Executive). As described
in this Agreement, Executive may be entitled to severance benefits depending
upon the circumstances of Executive's termination of employment.


          (a) BASE SALARY. During the Employment Term, the Company will pay
Executive as compensation for Executive's services a base salary at the
annualized rate of $600,000 (the "Base Salary"). The Base Salary will be paid
through payroll periods that are consistent with the Company's normal payroll
practices. The Executive's Base Salary will be reviewed annually by the
Compensation Committee of the Board (the "Committee") and will be subject to
increase (but not decrease) at the option and sole discretion of the Committee.

          (b) BONUSES. For each fiscal year of the Company during the Employment
Term, Executive will be eligible to receive a target bonus of up to 100% of
Executive's then Base Salary based upon the achievement of performance criteria
specified by Committee. The actual amount of the bonus payable for any year will
depend upon the extent to which the applicable performance criteria have been
satisfied. Any bonus that actually is earned will be paid as soon as practicable
(but no later than 2 1/2 months) after the end of the fiscal year for which the
bonus is earned, but only if Executive was employed with the Company through the
end of the fiscal year.

          (c) EMPLOYEE BENEFITS. During the Employment Term (i) Executive will
be eligible to participate in such employee benefit plans or programs of the
Company as are generally made available by the Company to its executive
officers, and shall be entitled to such other fringe benefits, as are from time
to time made available by the Company to the Chief Executive Officer of the
Company, as such plans, policies and arrangements and terms may exist from time
to time; (ii) Executive shall be permitted to participate in the Florence
Non-Qualified Deferred Compensation Plan (or in a successor plan with
substantially the same terms and conditions, which plan may permit the
participation of other officers and employees of the Company); and (iii) the
Company will pay the Executive a monthly car allowance in an amount equal to the
amount paid to the Chief Executive Officer.


          (d) BUSINESS EXPENSES. The Company will reimburse Executive, in
accordance with the practices in effect from time to time for other officers or
staff personnel of the Company, for all reasonable traveling expenses and other
disbursements incurred by the Executive for or on behalf of the Company in the
performance of the Executive's duties hereunder (including travel to and from
the Executive's residence in California and the Company's headquarters and other
locations), upon presentation by the Executive to the Company of appropriate

          (e) STOCK OPTIONS. At least once during each fiscal year of the
Company during the Employment Term, the Committee will consider granting
Executive an option or options to purchase shares of the Company's common stock
("Shares") at a per Share exercise price equal to no more than the fair market
value per Share on the grant date(s) of the option(s). The number and terms and
conditions of any options granted to Executive will be determined at the
discretion of the Committee, but in no event shall the number of stock options,
or the terms and conditions of such stock options, be less favorable than the
stock options granted to the Chief Executive Officer of the Company.

          (f) VACATION. Executive will be entitled to paid vacation of four
weeks per year in accordance with the Company's vacation policy, with the timing
and duration of specific vacations mutually and reasonably agreed to by the
parties hereto.

          (g) LOAN. Company acknowledges that Florence and Executive have
recently amended Executive's Non-Negotiable Promissory Note dated June 25, 1998
(in the principal amount of $1,115,530) to provide for: (i) an extension of the
due date of all amounts owed pursuant to such note to June 24, 2005 and (ii) the
adjustment of the interest rate payable under such note to the current market
rate of 5.75% per annum.


          (a) Notwithstanding anything to the contrary in this Agreement, if
Executive's employment with the Company terminates for any reason (including,
death or Disability), other than pursuant to a termination of Executive's
employment for Cause or a resignation by the Executive without Good Reason, then
Executive (or if applicable, his estate) shall be entitled to the following

               (i)   BASE SALARY. As severance pay and in lieu of any other
compensation for periods subsequent to the date of termination, the Company
shall pay Executive, in a single payment after employment has ended and eight
days have passed following execution of the Release of Claims without revocation
(the "Payment Date"), an amount in cash equal to the product of three times
Executive's Base Salary at the rate in effect immediately prior to the date of

               (ii)  BONUS. Executive shall be entitled to receive an amount
equal to 100% of the Executive's target bonus for the year in which termination
occurs as set forth in Section 2(b) (less amounts previously paid). The amount
payable pursuant to this Section 3(a)(ii) shall be paid on the Payment Date.

               (iii) STOCK OPTIONS AND RESTRICTED STOCK. All outstanding stock
options held by Executive under all stock option and stock incentive plans of
the Company (including plans of Florence existing prior to the Merger) shall
become immediately exercisable in full (except with


respect to any plan intended to qualify under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code")) and shall remain exercisable
until the earlier of (i) three years after termination of employment and (ii)
the option expiration date as set forth in the applicable option agreement. All
vesting requirements and repurchase rights of the Company under all outstanding
restricted stock awards held by the Executive shall immediately terminate.

               (iv)  The additional benefits set forth in Sections 5 and 6.

          (b) In the event that Executive desires to terminate his employment
pursuant to this Section 3 for Good Reason, Executive shall, prior to such
termination, meet with the Board to discuss his intention to terminate for Good
Reason and the basis for such termination (and the Board shall meet with
Executive within ten days of Executive's request for a meeting). If the Company
has not, within ten days following such meeting with the Board, cured the
situation to Executive's reasonable satisfaction, then Executive shall have the
right to terminate this Agreement and receive the benefits set forth in this
Section 3. Notwithstanding the foregoing, if Executive terminates his employment
for Good Reason under this Section 3 and the Company does not agree that
Executive had the right to terminate for Good Reason under this Section 3, the
Company shall be entitled to seek resolution of the disagreement pursuant to
Section 14 hereof.

     4. OTHER TERMINATION. If Executive's employment with the Company terminates
pursuant to a termination of Executive's employment for Cause or a resignation
by the Executive (except as permitted herein for Good Reason), then (a) the
vesting of all the Executive's outstanding stock options and restricted stock
awards will terminate immediately, (b) all payments of compensation by the
Company to Executive hereunder will terminate immediately (except as to amounts
already earned and as otherwise provided in Sections 5 and 6), and (c) Executive
will only be eligible for severance benefits in accordance with the Company's
established policies as then in effect, if any.

     5. GOLDEN PARACHUTE EXCISE TAX GROSS-UP. In the event that the severance
and other benefits provided for in this Agreement or otherwise payable to the
Executive constitute "parachute payments" within the meaning of Section 280G of
the Code and will be subject to the excise tax imposed by Section 4999 of the
Code (whether in connection with the Merger or otherwise), then the Executive
shall receive (a) a payment from the Company sufficient to pay such excise tax,
and (b) an additional payment from the Company sufficient to pay the excise tax
and federal and state income taxes arising from the payments made by the Company
to Executive pursuant to this sentence. Unless the Company and the Executive
otherwise agree in writing, the determination of Executive's excise tax
liability and the amount required to be paid under this Section 5 shall be made
in writing by the accounting firm that is the Company's auditors or such other
accounting firm that is mutually acceptable to the Company and the Executive
(the "Accountants"). In the event that the excise tax incurred by Employee is
determined by the Internal Revenue Service to be greater or lesser than the
amount so determined by the Accountants, the Company and Employee agree to
promptly make such additional payment, including interest and any tax penalties,
to the other party as the Accountants reasonably determine is appropriate to
ensure that the net economic effect to Employee under this Section 5, on an
after-tax basis, is as if the Code Section 4999 excise tax did not apply to
Executive. For purposes of making the calculations required by this Section 5,
the Accountants may make reasonable assumptions and approximations concerning
applicable taxes and may rely on interpretations of the Code for which there is
a "substantial authority" tax reporting position. The Company and the Executive
shall furnish to the Accountants such information and documents as the


Accountants may reasonably request in order to make a determination under this
Section 5. The Company shall bear all costs the Accountants may reasonably incur
in connection with any calculations contemplated by this Section 5.

     6. OTHER POST-EMPLOYMENT BENEFITS. In addition to the benefits provided
elsewhere in this Agreement, for a period of five years after the termination of
Executive's employment with the Company (by the Company or Executive for any
reason), at the Company's expense, the Executive shall be entitled to
participate in all group health and insurance programs and all other benefits,
fringe benefits and perquisites available generally to senior executives of the
Company (including in the case of health programs, continued coverage for the
Executive's spouse and eligible dependents). In the event that the Executive's
participation in any such plan or program is prohibited by operation of law or
by the terms of such plan or program as in effect immediately preceding the date
of termination of employment, the Company shall arrange to provide the
Executive, at the Company's expense, with benefits substantially similar to
those which the Executive would have been entitled to receive under such plans
and programs.


          (a) GOOD REASON. "Good Reason" means:

               (i)   The assignment to Executive of a different title, job or
responsibilities that results in a substantial decrease in the level of
responsibility of Executive with respect to the Company's business;

               (ii)  A reduction by the Company in Executive's Base Salary,
other than a salary reduction that is part of a salary reduction affecting
Company employees generally;

               (iii) A significant reduction by the Company in total benefits
available to Executive under cash incentive, stock incentive and other employee
benefit plans;

               (iv)  The Company's material breach of its obligations under this

               (v)   The Company requiring Executive to travel on Company
business to an extent substantially inconsistent with his duties as Chairman and
Chief Strategy Officer; or

               (vi)  The Company's movement of its headquarters outside the
continental United States.

          (b) CAUSE. "Cause" means (i) the willful and continued failure by
Executive to perform substantially Executive's reasonably assigned duties with
the Company (other than any such failure resulting from Executive's incapacity
due to physical or mental illness) after a demand for substantial performance is
delivered to Executive by the Board, which specifically identifies the manner in
which the Board believes that Executive has not substantially performed
Executive's duties or (ii) the willful engaging by Executive in illegal conduct
which is materially and demonstrably injurious to the Company. For this purpose,
no act, or failure to act, on Executive's part shall be considered "willful"
unless done, or omitted to be done, by Executive without reasonable belief that
Executive's action or omission was in, or not opposed to, the best interests of


the Company. Any act, or failure to act, based upon authority given pursuant to
a resolution duly adopted by the Board shall be conclusively presumed to be
done, or omitted to be done, by Executive in the best interests of the Company.

          (c) DISABILITY. "Disability" means Executive's absence from
Executive's full-time duties with the Company for 180 consecutive days as a
result of Executive's incapacity due to physical or mental illness, unless
within 30 days after notice of termination by the Company following such absence
Executive shall have returned to the full-time performance of Executive's

     8. CONFIDENTIAL INFORMATION AGREEMENT. Executive agrees to enter into the
Company's standard Confidential Information and Invention Assignment Agreement
(the "Confidential Information Agreement") in the form attached as EXHIBIT B.

     9. ASSIGNMENT. This Agreement will be binding upon and inure to the benefit
of (a) the heirs, executors and legal representatives of Executive upon
Executive's death and (b) any successor of the Company. Any such successor of
the Company will be deemed substituted for the Company under the terms of this
Agreement for all purposes. For this purpose, "successor" means any Person which
at any time, whether by purchase, merger or otherwise, directly or indirectly
acquires all or substantially all of the assets or business of the Company. None
of the rights of Executive to receive any form of compensation payable pursuant
to this Agreement may be assigned or transferred except by will or the laws of
descent and distribution. The Company may not assign or transfer this Agreement
without the prior written consent of Executive. Any other attempted assignment,
transfer, conveyance or other disposition of Executive's right to compensation
or other benefits will be null and void.

     10. NOTICES. All notices, requests, demands and other communications called
for hereunder shall be in writing and shall be deemed given (a) on the date of
delivery if delivered personally, (b) one (1) day after being sent by a well
established commercial overnight service, or (c) four (4) days after being
mailed by registered or certified mail, return receipt requested, prepaid and
addressed to the parties or their successors at the following addresses, or at
such other addresses as the parties may later designate in writing:

If to the Company:

Veeco Instruments Inc.
100 Sunnyside Boulevard
Woodbury, New York  11797
Telephone:  (516) 677-0200
Telecopier: (516) 677-9125
ATTN:  General Counsel

If to Executive:

Vahe Sarkissian
at the last residential address known by the Company.


     11. SEVERABILITY. In the event that any provision hereof becomes or is
declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Agreement will continue in full force and effect without said


          (a) During the Employment Term and ending on the second anniversary of
Executive's termination of employment with the Company (the "Non-Compete
Period"), Executive shall not, other than on behalf of the Company, directly or
indirectly, without the prior written consent of the Company, engage anywhere in
the Geographic Area in (whether as an employee, agent, consultant, advisor,
independent contractor, proprietor, partner, officer, director or otherwise),
have any ownership interest in (except for passive ownership of one percent (1%)
or less of any entity (other than the Company) whose securities have been
registered under the Securities Act of 1933 or Section 12 of the Exchange Act),
or participate in the financing, operation, management or control of, any firm,
partnership, corporation, entity or business that engages or participates in a
"competing business purpose." The term "competing business purpose" shall mean
the designing, manufacturing, marketing and servicing of products that deposit
or etch materials on a substrate or that provide critical measurements of
certain features utilized in data storage and semiconductor devices.

          (b) During the Employment Term and ending on the third anniversary of
Executive's termination of employment with the Company, Executive shall not,
directly or indirectly, without the prior written consent of Company, solicit,
encourage or take any other action which is intended to induce or encourage, or
has the effect of inducing or encouraging, any employee of the Company or any of
its Subsidiaries to terminate his or her employment with the Company. During the
Non-Compete Period, Executive shall not, directly or indirectly, without the
prior written consent of Company, solicit, encourage or take any other action
which is intended to induce or encourage, or has the effect of inducing or
encouraging, any customer, supplier or other business contact of the Company or
any of its Subsidiaries to terminate his, her or its relationship with the
Company or any of its Subsidiaries.

          (c) The Geographic Area shall mean (i) the United States, or (ii)
anywhere in the world outside the United States the Company or any of its
Subsidiaries conducts business.

          (d) The covenants contained in this Section 12 shall be construed as a
series of separate covenants, one for each county, city, state, country or any
similar subdivision in any Geographic Area. Except for geographic coverage, each
such separate covenant shall be deemed identical in terms to the covenant
contained in the preceding paragraphs. If, in any judicial proceeding, a court
refuses to enforce any of such separate covenants (or any part thereof), then
such unenforceable covenant (or such part) shall be eliminated from this
Agreement to the extent necessary to permit the remaining separate covenants (or
portions thereof) to be enforced. In the event that the provisions of this
Section 12 are deemed to exceed the time, geographic or scope limitations
permitted by applicable law, then such provisions shall be reformed to the
maximum time, geographic or scope limitations, as the case may be, permitted by
applicable laws.

          (e) Executive acknowledges that the nature of the Company's business
is such that if Executive was to become employed by, or substantially involved
in, the business of a competitor of


the Company soon following the termination of Executive's employment with the
Company, it would be very difficult for Executive not to rely on or use the
Company's trade secrets and confidential information. Executive has agreed to
enter into this Agreement to avoid the inevitable disclosure of the Company's
trade secrets and confidential information.

          (f) Executive also acknowledges that the limitations of time,
geography, and scope of activity agreed to in this Agreement are reasonable
because, among other things, (i) the Company is engaged in a highly competitive
industry, (ii) Executive has unique access to, and will continue to have access
to, the trade secrets and know how of the Company, including without limitation
the plans and strategy (and in particular the competitive strategy) of the
Company, and (iii) in the event Executive's employment with the Company ended,
Executive would be able to obtain suitable and satisfactory employment without
violation of this Agreement.

     13. ENTIRE AGREEMENT. This Agreement, including the Confidential
Information Agreement, any outstanding stock option or restricted stock
agreements between Florence and Executive and any loan documents between
Florence and Executive, represents the entire agreement and understanding
between the Company and Executive concerning Executive's employment relationship
with the Company, and supersedes and replaces any and all prior agreements and
understandings concerning Executive's employment relationship with the Company
entered into prior to the date hereof, including the Original Agreements.


          (a) GENERAL. In consideration of Executive's service to the Company,
its promise to arbitrate all employment related disputes and Executive's receipt
of the compensation, pay raises and other benefits paid to Executive by the
Company, at present and in the future, Executive agrees that any and all
controversies, claims, or disputes with anyone (including the Company and any
employee, officer, director, shareholder or benefit plan of the Company in their
capacity as such or otherwise) arising out of, relating to, or resulting from
Executive's service to the Company under this Agreement or otherwise or the
termination of Executive's service with the Company, including any breach of
this Agreement, shall be subject to binding arbitration pursuant to New York
law. Disputes which Executive agrees to arbitrate, and thereby agrees to waive
any right to a trial by jury, include any statutory claims under state or
federal law, including, but not limited to, claims under Title VII of the Civil
Rights Act of 1964, the Americans with Disabilities Act of 1990, the Age
Discrimination in Employment Act of 1967, the Older Workers Benefit Protection
Act, claims of harassment, discrimination or wrongful termination and any
statutory claims. Executive further understands that this Agreement to arbitrate
also applies to any disputes that the Company may have with Executive.

          (b) PROCEDURE. Executive agrees that any arbitration will be
administered by the American Arbitration Association ("AAA") and that a neutral
arbitrator will be selected in a manner consistent with its National Rules for
the Resolution of Employment Disputes (the "Rules"). The arbitration proceedings
will allow for discovery according to the rules set forth in the Rules.
Executive agrees that the arbitrator shall have the power to decide any motions
brought by any party to the arbitration, including motions for summary judgment
and/or adjudication and motions to dismiss and demurrers, prior to any
arbitration hearing. Executive agrees that the arbitrator shall issue a written
decision on the merits. Executive also agrees that the arbitrator shall have the


to award any remedies, including attorneys' fees and costs, available under
applicable law. Notwithstanding the foregoing, the arbitrator will not have the
authority to disregard or refuse to enforce any lawful Company policy, and the
arbitrator shall not order or require the Company to adopt a policy not
otherwise required by law, which the Company has not adopted. Executive
understands the Company will pay for any administrative or hearing fees charged
by the arbitrator or AAA except that Executive shall pay the first $200.00 of
any filing fees associated with any arbitration Executive initiates. Executive
agrees that the arbitrator shall administer and conduct any arbitration in a
manner consistent with the Rules.

          (c) REMEDY. Except as provided by the Rules, arbitration shall be the
sole, exclusive and final remedy for any dispute between Executive and the
Company. Accordingly, except as provided for by the Rules, neither Executive nor
the Company will be permitted to pursue court action regarding claims that are
subject to arbitration.

          (d) AVAILABILITY OF INJUNCTIVE RELIEF. In addition to any right under
the Rules to petition a court for provisional relief, Executive agrees that any
party may also petition a court for injunctive relief where either party alleges
or claims a violation of this Agreement or the Confidential Information
Agreement or any other agreement regarding trade secrets, confidential
information, nonsolicitation or invention assignment. In the event either party
seeks injunctive relief, the prevailing party shall be entitled to recover
reasonable costs and attorneys' fees.

          (e) ADMINISTRATIVE RELIEF. Executive understands that this Agreement
does not prohibit Executive from pursuing an administrative claim with a local,
state or federal administrative body such as the Equal Employment Opportunity
Commission, the applicable state discrimination board or the workers'
compensation board. This Agreement does, however, preclude Executive from
pursuing court action regarding any such claim.

          (f) VOLUNTARY NATURE OF AGREEMENT. Executive acknowledges and agrees
that Executive is executing this Agreement voluntarily and without any duress or
undue influence by the Company or anyone else. Executive further acknowledges
and agrees that Executive has carefully read this Agreement and that Executive
has asked any questions needed for Executive to understand the terms,
consequences and binding effect of this Agreement and fully understand it,
including that Executive is waiving Executive's right to a jury trial. Finally,
Executive agrees that Executive has been provided an opportunity to seek the
advice of an attorney of Executive's choice before signing this Agreement, has
had sufficient time to, and has carefully read and fully understands all the
provisions of this Agreement, and is knowingly and voluntarily entering into
this Agreement.

changed or terminated only in writing (signed by Executive and the Company).

     16. WITHHOLDING. The Company is authorized to withhold, or cause to be
withheld, from any payment or benefit under this Agreement the full amount of
any applicable withholding taxes.

agrees that the Merger and the new terms of Executive's employment with the
Company pursuant to this Agreement will not constitute a "Change of Control" or
"Good Reason" under the Original Agreements or "Good Reason" under this


     18. GOVERNING LAW. This Agreement will be governed by the laws of the State
of New York (with the exception of its conflict of laws provisions).

                           [SIGNATURE PAGE TO FOLLOW]


IN WITNESS WHEREOF, the undersigned have executed this Agreement on the
respective dates set forth below:


/s/ Vahe A. Sarkissian                              Date: July 11, 2002
- --------------------------------


/s/ Edward H. Braun                                Date: July 11, 2002
- --------------------------------
Name: Edward H. Braun
Title: Chairman, Chief Executive Officer and President

                                SIGNATURE PAGE TO


                                    EXHIBIT A


Accurel - A diagnostic laboratory services company
Cetec     An enterprise software company
Abaca   - A management software and services company

                                    EXHIBIT B


                            EMPLOYEE CONFIDENTIALITY
                            AND INVENTIONS AGREEMENT

________________, between VEECO INSTRUMENTS INC., on behalf of itself and its
subsidiaries (collectively, "Employer"), and _____________________ ("Employee").

         In consideration of Employee's employment and/or continued employment
by Employer, the payment of Employee's compensation by Employer, and Employer's
entrusting to Employee of confidential information relating to its business,
Employee agrees to and accepts the conditions of employment hereinafter set

      1. CONFIDENTIALITY. During the term of Employee's employment with Employer
         and for five years thereafter, Employee will not use or disclose to any
         individual or entity any Confidential Information (as defined below)
         except (i) in the performance of Employee's duties for Employer, (ii)
         as authorized in writing by Employer, or (iii) as required by law or
         legal process, provided, that, prior written notice of such required
         disclosure is provided to Employer and, provided, further, that, all
         reasonable efforts to preserve the confidentiality of such information
         shall be made. As used herein, "CONFIDENTIAL INFORMATION" shall mean
         information that (i) is used or potentially useful in Employer's
         business, (ii) Employer treats as proprietary, private or confidential,
         and (iii) is not generally known to the public. "Confidential
         Information" includes, without limitation to, information relating to
         Employer's products or services, processing, manufacturing, selling,
         customer lists, call lists, customer data, memoranda, notes, records,
         technical data, sketches, plans, drawings, chemical formulae, trade
         secrets, composition of products, research and development data,
         sources of supply and material, operating and cost data, financial
         information, and information contained in manuals or memoranda.
         "Confidential Information" also includes proprietary and/or
         confidential information of Employer's customers, suppliers and trading
         partners who may share such information with Employer pursuant to a
         confidentiality agreement or otherwise. The Employee agrees to treat
         all such customer, supplier or trading partner information as
         "Confidential Information" hereunder.

      2. INVENTIONS.

            a. Attached as APPENDIX A hereto is a compete and accurate list of
               each invention, discovery, idea, improvement or application
               (each, an "Invention") whether or not patentable, conceived,
               developed, created or made by Employee, either alone or with
               others, prior to employment with Employer. Except as set forth on
               APPENDIX A, Employee has no unpatented Inventions which are to be
               withheld from this Agreement and all present or future Inventions
               of Employee are subject to assignment to Employer hereunder.

            b. Employee shall promptly advise Employer, in writing, of each
               Invention, whether or not patentable, which is in any way or
               manner related to the business of Employer or resulting from or
               was suggested by any work done for Employer and which is
               conceived, developed, created or made by Employee, alone or with
               others, (i) during his or her employment with Employer or (ii)
               within two years after the termination of Employee's employment
               with Employer but which is

               based on Employer's trade secrets or Confidential Information
               (each, an "Employer Related Invention"). Each Employer Related
               Invention shall become the sole and exclusive property of
               Employer. Employee agrees to disclose the same promptly to
               Employer, to execute all documents requested by Employer for
               vesting in it the entire right, title and interest in and to the
               same, to execute all documents requested by Employer for filing
               and prosecuting such applications for patents, copyrights and/or
               trademarks as Employer, in its sole discretion may desire to
               prosecute, and to give Employer all the assistance it reasonably
               requires, including the giving of testimony in any suit, action
               or proceeding, in order to obtain, maintain and protect
               Employer's right therein and thereto.

            c. The assignment of inventions contained herein shall not apply to
               an invention that the Employee develops entirely on his or her
               own time without using the Employer's equipment, supplies,
               facilities or trade secret information except for those
               inventions that either: (1) relate at the time of conception or
               reduction to practice of the invention to the Employer's
               business, or actual or demonstrably anticipated research or
               development of the Employer; or (2) result from any work
               performed by the Employee for the Employer. With respect to
               Employees at Employer's facilities located within the State of
               California, the foregoing provisions of this paragraph 2(c) are
               intended to reflect the limitations on the assignment of
               inventions imposed by California Labor Code Section 2870(a).

      3. EMPLOYMENT AT-WILL. Employee acknowledge that his or her employment by
         Employer is not for any specified period of time and that it can be
         terminated by either Employee or Employer at any time. In other words,
         this is an "employment at will."

      4. TERMINATION OF EMPLOYMENT. In the event of termination of employment by
         either party, this Agreement will remain in effect. Upon termination,
         Employee will immediately deliver to Employer all property belonging to
         Employer then in the Employee's possession or control, including all
         Documents (as defined herein) embodying Confidential Information. As
         used herein, DOCUMENTS" shall mean originals or copies of files,
         memoranda, correspondence, notes, photographs, slides, overheads, audio
         or video tapes, cassettes, or disks, and records maintained on computer
         or other electronic media.

      5. INDEPENDENT OBLIGATIONS. Employee acknowledges and agrees that the
         obligations and covenants under this Agreement are intended to be, and
         shall be construed as, agreements separate and independent from other
         terms and provisions of his or her employment. The existence of any
         claim or cause of action by Employee against Employer, whether
         predicated on Employee's employment or otherwise, shall not constitute
         a defense to the enforcement by Employer of said covenants.

      6. SPECIFIC PERFORMANCE. Employee acknowledges that a breach or threatened
         breach of the covenants and agreements contained herein cannot
         reasonably or adequately be compensated in damages and that such breach
         will cause Employer irreparable loss or damage. Accordingly, in
         addition to and not in limitation of any and all other rights and
         remedies at law or in equity, Employer shall be entitled to injunctive
         or other equitable relief restraining Employee and any business, firm,
         partnership, individual, corporation or entity participating therein
         from committing or continuing such breach.



            a. Any claim or controversy arising out of Employee's employment or
               the cessation thereof, including any claim relating to this
               Agreement, shall be settled solely by binding arbitration, in
               accordance with the rules of the American Arbitration
               Association. In such arbitration, each party shall bear its own
               legal fees and related costs, except that the parties shall share
               equally the fee of the arbitrator, provided that Employee's
               portion of the arbitrator's fee shall not exceed the amount of
               the filing fee for commencing an action in the court of general
               jurisdiction in the judicial district in which Employee's place
               of employment is located.

            b. The decision or award of the arbitrator shall be final and
               binding upon the parties. The arbitrator shall have the power to
               award any type of legal and/or equitable relief available in a
               court of competent jurisdiction, including, but not limited to,
               the costs of arbitration and attorney's fees, to the extent such
               damages are available under law. Any arbitral award may be
               entered as a judgment or order in any court of competent

            c. To the extent that any claim between the parties is found not to
               be subject to arbitration, such claim shall be decided by a judge
               sitting without a jury, to ensure rapid adjudication of those
               claims and proper application of existing law.

            d. Any such arbitration or judicial proceeding shall be brought in
               the judicial district in which Employee's place of employment is

      8. SEVERABILITY. It is agreed that the invalidity or unenforceability of
         any paragraph or provision (or any part thereof) of this Agreement
         shall not affect the validity or enforceability of any one or more of
         the other paragraphs or provisions (or other parts thereof). Should any
         provision of this Agreement be declared illegal or unenforceable by any
         court of competent jurisdiction, arbitrator or other forum and cannot
         be modified to be enforceable (which the parties expressly authorize
         such court, arbitrator or other forum to do), such provision shall
         immediately become null and void, leaving the remainder of this
         Agreement in full force and effect.

      9. GOVERNING LAW. This Agreement shall be governed by and construed in
         accordance with the laws of the State of New York without regard to its
         choice or conflict of laws provisions.

      10. SECTION HEADINGS. Section headings are used herein for convenience of
         reference only and shall not affect the meaning of any provision of
         this Agreement.


      THUS, the parties knowingly and voluntarily execute this Agreement as of
   the dates set forth below.

EMPLOYER:                                  EMPLOYEE:


By:                                        Signature:
   ---------------------------------                 ---------------------------
Title:                                     Printed Name:
      ------------------------------                    ------------------------
Date:                                      Date:
     -------------------------------            --------------------------------


                                                                   APPENDIX A TO
                                                        EMPLOYEE CONFIDENTIALITY
                                                        AND INVENTIONS AGREEMENT


Brief Description                            Right, Title or Interest
of Inventions (1)                            and Date Acquired
- -----------------                            -----------------

(1)      "None" unless otherwise indicated.