                           Termination Letter

[]  The following termination letter is appropriate for a number of
situations. Edit appropriately. Include copies of their Offer of
Employment letter as well as the Severance Acceptance Agreement.

[x] (Date)

[Employee]
[x] (Address)
[x] (City, State  Zip)


Dear [Employee]:

After a thorough and lengthy review of the economic performance of
[Company], the management has reluctantly decided to make some changes.
This is a particularly complex and sensitive issue, and we've agonized
over the situation, and the most effective actions to take.

Based upon the management's analysis of the situation, we regret to
inform you that (your position has been discontinued, your employment
has been terminated, we must layoff [x] number of employees, yourself
among them).

As you know, according to your offer of employment letter (attached),
your employment is "at-will" and may be terminated at any time by you or
by [Company].

Your termination as an employee of [Company] is effective at the end of
the regular workday on [x] (Date).  Please return company property,
including keys, credit cards, etc. at that time.  All authority to
discharge contracts, agreements, personnel activities, or to perform any
duties as an employee, are terminated upon receipt of this letter.

By the effective date of your termination, you must return any
blueprints, drawings, correspondence, lists, notes, proposals, records,
reports, specifications, equipment, or reproductions of any
aforementioned items belonging to [Company].

Although opportunities for rehire are minimal in the foreseeable future;
we will contact you if something appropriate to your skills and
experience becomes available.

Provided you sign the attached Severance Acceptance Agreement, [Company]
will pay you severance as follows:

  [x] weeks severance pay                        $XXX.XX
  Accrued vacation and personal time ([x] days)   XXX.XX
  [x]                                             XXX.XX
  Total severance                               $ XXX.XX

The severance amount described above would be paid in biweekly equal
installments, less required deductions, beginning [x] (Date) with the
final payment on [x] (Date). This severance package would also include
continued medical benefits for you and your dependents through [x]
(Date).

If you decide not to sign the attached Severance Acceptance Agreement,
[Company] will pay you the equivalent of two weeks salary, which would
result in a payment to you of $[x] (less appropriate deductions).  This
payment would bedistributed to you on the effective date of your
termination. Medical benefits would be continued through [x] (Date).

Your option to purchase Common Stock in [Company]as described in the
[Company] Employee Stock Option Plan shall vest according to the
[Company] Employee Stock Option Plan Agreement.

We both understand and agree to keep the facts and terms described in
this letter confidential and that neither party will disclose any
information concerning your termination to anyone, except to legal and
accounting advisors and except as may be required by law.

We want to make every effort we can to help you during this difficult
period to minimize any disruption in your career or personal life.  We
think youll find this severance package to be fair and reasonable. We
wish you the best of success in the future.


Sincerely,


__________________________________
[x] (Name), [x] (Title)
[Company]

=====================================================================

                     Severance Acceptance Agreement

[]  The following letter should be edited as appropriate, and can be
used in conjunction with the "Termination Letter" included in the Forms
& Memos portion of the EmployeeManualMaker Reference Guide and on
diskette.

[]  Because this document is intended to be used as an agreement with
significant legal implications, it is very important that you have it
reviewed by your attorney before presenting it to a departing employee.

[]  Make sure that the dollar amounts, dates and time periods are
consistent with the "Termination Letter."

[x] (Date)

[Employee]
(Address)
(City, State  Zip)


[Employee] and [Company] entered into, and have continued working under,
the provisions of a written employment agreement, dated [x] (Date).
(attached)

[Employee] and [Company] now desire to terminate the Employment
Agreement and the employment relationship between them, and agree as
follows:

1.  [Employee]'s termination as an employee of [Company] is effective at
the end of the regular work day on [x] (Date). All authority to
discharge contracts, agreements, personnel activities, or to perform any
duties as an employee is terminated.
2.  [Company] will pay [Employee] severance pay at his regular salary:
$[x] / month ($[x] per bi-weekly pay period) for [x] weeks from the
above date.
3.  [Company] owes and will pay [Employee] $[x] in bonus from [x]
(Date).
4.  [Company] will pay [Employee] accrued vacation and personal time
amounting to $[x].
5.  [Company] will compensate [Employee]  for the use of his automobile
during the months of [x] through [x] at $[x] / month.
6.  Payments for the above items 2, 3, and 4 will be made in equal bi-
weekly payments, less the required deductions, with the first check to
be paid [x] (Date) with final payment to be paid [x] (Date).  [Employee]
will not be asked to work for [Company] while receiving salary
continuation.
7.  [Company] will continue to pay 100% of [Employee]'s group medical
insurance for [Employee] and dependents, through [X] (Date), in
accordance with [Company]'s regular policies.
8.  [Employee]'s  option to purchase Common Stock in [Company] as
described in the Company] Employee Stock Option Plan shall vest
according to the [Company] Employee Stock Option Plan Agreement.
9.  [Employee] shall return any records, reports, proposals, lists,
correspondence, specifications, drawings, blueprints, sketches,
materials, equipment, documents, property, or reproductions of any
aforementioned items belonging to [Company].
10.  [Company] and [Employee] agree to keep the fact, terms, and amount
of this Agreement confidential and neither party will hereafter disclose
any information concerning this Agreement to anyone, except to legal and
accounting advisors and except as may be required by law and as is
necessary for legitimate enforcement or compliance purposes.
11.  Both parties unconditionally release and absolutely discharge the
other party (and any affiliates, shareholders, directors, employees,
agents, attorneys, legal successors or heirs), from any and all claims,
actions and causes of action, including but not limited to: any claims
of wrongful discharge; any claims of breach of duty, breach of contract,
or tort; any claims of discrimination; or any other claims or alleged
claims arising out of, related to or incidental to [Employee]'s
employment with [Company] or termination thereof or the Employment
Agreement.
12.  The execution of this Agreement shall not be construed as an
admission of a violation of any statute or law or a breach of and duty
or obligation by either party to this agreement.
13.  [Employee] represents that he has reviewed all aspects of this
Agreement, that he has carefully read and fully understands all of the
provisions of this Agreement, that he understands that in agreeing to
this document, he is releasing [Company], with prejudice, from any and
all claims he may have against [Company], that he voluntarily agrees to
all the terms set forth in this Agreement, and that he knowingly and
willingly intends to be legally bound by these terms. He further
acknowledges that he has or has had the opportunity to review it with an
attorney.
14.  [Company] and [Employee] agree that this Agreement shall be
governed by, and interpreted in accordance with, the laws of the State
of [State].
15.  In the event that a provision of this Agreement, or any portion
thereof, is judicially determined to be unenforceable as written, such
provision shall be construed so as to give it the maximum effect
permitted under applicable law.
16.  This Agreement constitutes the entire agreement between [Company]
and [Employee] with respect to the subject matter of this Agreement and
supersedes all prior negotiations and agreements, whether written or
oral.  This Agreement may not be altered or amended except by a written
document executed by all of the parties.


__________________________             _________________________
[X] (Name), (Title)                    [Employee]
[Company]
