Manager Employment Agreement

(1)

The Company’s owners will, as soon as practical after the execution of this Agreement, designate the Employee, by way of resolution a member of management of the Company (Geschäftsführung). He shall conduct the Company’s business in accordance with the Company’s bylaws and the owner’s directives.

(2)

The Company can designate other managers. The Company’s owners shall from time to time attribute duties between the managers.

(3)

The Employee is authorized to act alone on behalf of the Company, provided that he shall comply with any directives of the Company or its owners concerning internal approval for certain acts. The Employer will furnish the Employee with a written job description and guidelines concerning requirements for corporate authorization by May 31.

(4)

The Employee shall conduct the business of the Company in accordance with the law, the bylaws, the business plan and the owners’ directives.

(5)

Before undertaking extraordinary business measures, the Employee must obtain the prior written authorization of the Company’s owners. The Company owners shall from time to time authorize in the business plan the undertaking of extraordinary business measures. The Company’s owners shall retain the right to add to or modify its authorization, in the business plan, of such extraordinary business measures. The Employee acknowledges that a breach of any limitations established by the Company or its owners on his authority to manage the Company shall constitute a serious material breach which shall permit the Company to terminate for cause without notice (auβerordentliche Kündigung).

(6)

The Employee shall devote all of his professional efforts, knowledge and experience to the Company’s business activity. The Employee must seek the prior written permission of the Company’s owners before assuming other paid responsibilities.

(7)

The Employee shall fulfill his responsibilities with the duty of care owed by a professional.

(1)

This Agreement shall come into effect as soon as practicable following the execution of this Agreement, taking into account any notice period which is required for the termination the Employee’s current position.

(2)

This Agreement shall remain in effect until December 31, 2000, and shall automatically renew at the end of this term for consecutive two year terms unless either party notifies the other party in writing of its intent not to renew this Agreement at least six months prior to the close of the initial or any subsequent two year period.

(3)

Notwithstanding paragraph 2 of this Article, this Agreement shall expire at the end of the calendar month during which the Employee becomes 65 years of age, unless both parties agree in writing to the continuation of this Agreement beyond that date.

(4)

The right to terminate this Agreement for serious material breach (auβerordentliche Kündigung) remains intact. In the event the Employer wishes to terminate this Agreement for serious material breach, it shall give a warning notice and an opportunity for the Employee to respond to the Employer’s concerns. Termination by the Employer shall be permitted only after the Employee has failed to remedy his conduct or performance in a manner which responds satisfactorily to the warning notice. The parties hereby agree that the Employee’s failure to remedy his conduct or performance, within thirty days of the Employer’s warning notice, in a manner which responds satisfactorily to the warning notice shall constitute a serious material breach (“wichtiger Grund”) which shall entitle the Employer to terminate this Agreement without notice (“fristlose Kündigung”) pursuant to Article 626 of the German Civil Code.

(5)

A recall of the Employee by the Company’s owners through a written resolution shall bring this Agreement to an end at the earliest possible time permissible under this Article.

(6)

After notice by either party of its intention not to renew this Agreement, the Company is entitled to relieve immediately the Employee of his duties provided the Company continues to pay the Employee his contractual remuneration during the remainder of the term of this Agreement.

(7)

The termination or non-renewal of this Agreement must be notified to the other party by registered letter with return receipt requested. The Employee must notify any and all of the Company’s owners in the event of his termination or non-renewal of this Agreement.

(1)

As compensation for his services, the Employee shall receive a fixed yearly salary in the amount of DM 200,000, in addition to which the Company shall pay the respective employer contribution on this remuneration due in connection with social security, health insurance, the state pension fund and unemployment insurance. The amount of compensation remaining after deduction of the employee contributions from this fixed salary will be paid in twelve equal installments at the end of each calendar month.

(2)

The Company will review the Employee’s fixed remuneration in April, 1998 and every year thereafter. During this annual review, the Company shall take into consideration the Company’s development, the Employee’s personal performance and inflation.

(3)

In addition, the Employee may receive a bonus of up to DM 50,000 per year in the event targets for performance established by the Company’s owners are met. The targets and the bonus structure based on such targets will be determined by the Company and confirmed in writing to the Employee in the beginning of each year, when annual targets for the Employee are established. For 1997, the bonus shall be allocated among the following targets:

(4)

The amount attributable to each target met will be paid if such target is met. The measurement of performance against the targets will be made after the close of each calendar year, by January 31

(5)

In the event that the Employee becomes unable to perform his work responsibilities due to illness or other reasons beyond the Employee’s control, the company will continue to pay the Employee the fixed compensation provided for in paragraph 1 hereof for a period of 3 months. Notwithstanding the above, such payments shall cease with the expiration of this Agreement. The amount of this compensation shall be reduced by any payments received by the Employee during this period of incapacity from the state health insurance or pension fund. In the event that the duration of incapacity exceeds six months, the Company’s owners shall be entitled to reduce the bonus provided for in paragraph 3 hereof by a reasonable proportion. The Employee has no right to a bonus if he is incapacitated during an entire fiscal year.