SONUS CORP
EMPLOYMENT AGREEMENT (DANIEL J. KOHL)
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT (DANIEL J. KOHL)
<TEXT>

                                                                    EXHIBIT 10.1


                              EMPLOYMENT AGREEMENT

            THIS EMPLOYMENT AGREEMENT is made and entered into effective May 21,
2001, between SONUS CORP., a Yukon Territory  corporation  ("Corporation"),  and
DANIEL J. KOHL ("Executive").

                                    RECITALS

            A.  Executive  will be Chief  Executive  Officer  and a director  of
Corporation.

            B. Corporation recognizes that the future growth, profitability, and
success of the business of Corporation and its subsidiaries require, and will be
substantially and materially advanced by, the continued employment of Executive.
Corporation desires, therefore, to secure for Corporation and its affiliates the
continued benefit of Executive's experience,  ability, and leadership.  In order
to retain the services of Executive  and to maximize the period of his continued
availability, and in recognition of his continuing contribution to Corporation's
success, Corporation desires to offer Executive the compensation, amenities, and
other benefits that  executives of comparable  experience and ability  generally
receive.

                                    AGREEMENT

            NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and
agreements contained herein, the parties agree as follows:

            1. DEFINITIONS.  As used in this Agreement, the following terms have
the meanings set forth in this Section 1:

            "AFFILIATE"   -  Any   person,   firm,   corporation,   association,
organization,  or  unincorporated  trade or business that,  now or  hereinafter,
directly or indirectly,  controls,  is controlled by, or is under common control
with Corporation.

            "BOARD" - The board of directors of Corporation.

            "CAUSE" - Cause for termination of employment means:

                  (i) A material act of fraud or dishonesty by Executive  within
      the course of performing his duties for Corporation or its Affiliates;

                  (ii) Gross  negligence or intentional  misconduct by Executive
      in  performing  material  duties for  Corporation  or its  Affiliates,  or
      unjustifiable  neglect by Executive of the  performance of material duties
      for Corporation or its Affiliates;

                  (iii)  Commission  of an act (or  failure  to take an  action)
      intentionally  against the interest of Corporation or its Affiliates  that
      causes Corporation or an Affiliate material injury; or

                  (iv) An act of serious moral turpitude that causes Corporation
      or an Affiliate material injury.

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            Notwithstanding the foregoing,  Executive will not be deemed to have
been terminated for Cause unless and until there has been delivered to Executive
a copy of a resolution duly adopted by the  affirmative  vote of not less than a
majority  of the entire  membership  of the Board  (excluding  Executive),  at a
meeting of the Board called and held for that purpose, finding that, in the good
faith opinion of the Board,  Executive was guilty of conduct  constituting Cause
as defined in this Agreement and specifying the  particulars  thereof in detail.
Executive must have been given reasonable  notice of such meeting and Executive,
together  with his  counsel,  must have been  given an  opportunity  to be heard
before the Board at the meeting.  This  provision will not be deemed to restrict
the  authority,  discretion,  or  power of the  Board,  by any  action  taken in
compliance with  Corporation's  articles of incorporation  and bylaws, to remove
Executive  as an officer or  director  of  Corporation,  with or without  Cause.
Rather,  the foregoing  provisions  merely  define,  for purposes of Executive's
contractual rights and remedies under this Agreement, the circumstances in which
termination of Executive's employment will constitute termination for Cause.

            "CHANGE IN CONTROL" - A change in control of Corporation means:

                  (i) The  acquisition  by any  Person of  beneficial  ownership
      (within the meaning of Rule 13d-3  promulgated  under the Exchange Act) of
      50 percent or more of the combined  voting  power of the then  outstanding
      Voting Securities;  provided, however, that for purposes of this paragraph
      (i), the following  acquisitions  will not constitute a Change of Control:
      (A) any  acquisition  directly from  Corporation,  (B) any  acquisition by
      Corporation,  (C) any acquisition by any employee benefit plan (or related
      trust)   sponsored  or  maintained  by  Corporation  or  any   corporation
      controlled  by  Corporation,   (D)  any  acquisition  by  Warburg,  Pincus
      Ventures, L.P. ("WPV") or by any Person that, now or hereinafter, directly
      or indirectly controls, is controlled by, is under common control with, or
      is  otherwise  an  affiliate  of,  WPV,  or  (E)  any  acquisition  by any
      corporation  pursuant to a  transaction  which  complies with clauses (A),
      (B), and (C) of paragraph (iii) below; or

                  (ii)  individuals  who,  as of the  date  of  this  Agreement,
      constitute  the Board  (the  "Incumbent  Board")  cease for any  reason to
      constitute at least a majority of the Board;  provided,  however, that any
      individual  becoming a director  subsequent to the date of this  Agreement
      whose election, or nomination for election by Corporation's  shareholders,
      was  approved  by a vote of at  least a  majority  of the  directors  then
      comprising  the  Incumbent   Board  will  be  considered  as  though  such
      individual were a member of the Incumbent Board,  but excluding,  for this
      purpose,  any such individual whose initial assumption of office occurs as
      a result of an actual or threatened  election  contest with respect to the
      election  or  removal  of  directors   or  other   actual  or   threatened
      solicitation of proxies or consents by or on behalf of a Person other than
      the Board; or

                  (iii)   consummation   of   a   reorganization,   merger,   or
      consolidation or sale or other  disposition of all or substantially all of
      the assets of Corporation (a "Business Combination") in each case, unless,
      following such Business  Combination,  (A) all or substantially all of the
      individuals  and  entities  who were the  beneficial  owners of the Voting
      Securities  outstanding  immediately  prior to such  Business  Combination
      beneficially  own,  directly  or  indirectly,  more  than 50  percent  of,
      respectively, the then

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      outstanding  shares of common stock and the  combined  voting power of the
      then  outstanding  voting  securities  entitled to vote  generally  in the
      election of directors,  as the case may be, of the  corporation  resulting
      from  such  Business  Combination   (including,   without  limitation,   a
      corporation  which as a result of such transaction owns Corporation or all
      or substantially  all of  Corporation's  assets either directly or through
      one or more  subsidiaries) in substantially  the same proportions as their
      ownership,  immediately prior to such Business Combination,  of the Voting
      Securities,  (B) no Person  (excluding WPV, any employee  benefit plan (or
      related  trust) of  Corporation  or such  corporation  resulting from such
      Business  Combination)  beneficially  owns,  directly  or  indirectly,  50
      percent or more of,  respectively,  the then outstanding  shares of common
      stock of the corporation  resulting from such Business  Combination or the
      combined voting power of the then  outstanding  voting  securities of such
      corporation  except to the extent that such ownership existed prior to the
      Business  Combination  and (C) at least a majority  of the  members of the
      board  of  directors  of the  corporation  resulting  from  such  Business
      Combination  were members of Incumbent  Board at the time of the execution
      of the initial  agreement,  or of the action of the Board,  providing  for
      such Business Combination.

            "COMPETITIVE  ENTITY" - A Person,  firm,  or entity  engaged  in the
national  or  regional  (in the United  States or Canada)  retail  provision  of
audiology services and/or dispensing of hearing aids.

            "DISABILITY"  OR  "DISABLED"  -  Inability  to perform  duties  with
Corporation  on a  full-time  basis by reason of "Total  Disability"  within the
meaning  of  Corporation's  Group  Long Term  Disability  Insurance  Plan or any
successor plan or program maintained by Corporation. In the event Corporation no
longer  maintains  a similar  plan or  program,  Disability  or  Disabled  means
inability  to  engage  in any  substantial  gainful  activity  by  reason of any
medically determinable physical or mental impairment.

            "EFFECTIVE DATE" - May 21, 2001.

            "EXCHANGE ACT" - The Securities Exchange Act of 1934, as amended.

            "GOOD REASON" - For all purposes of this  Agreement,  termination by
Executive of his employment  with  Corporation  during the  Employment  Term for
"Good Reason" means termination based on any of the following:

                  (a) A change in  Executive's  status or position or  positions
      with  Corporation  that  represents a material  demotion from  Executive's
      status or  position or  positions  as of the date of this  Agreement  or a
      material  change  in  Executive's  duties  or  responsibilities   that  is
      inconsistent with such status or position or positions;

                  (b) Removal of  Executive as a member of the Board (other than
      for cause or by reason of his failure to be re-elected to the Board);

                  (c) A reduction by Corporation in Executive's  Base Salary (as
      in effect on the date of this Agreement or as increased at any time during
      the Term of this Agreement);

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                  (d)  The  failure  of  Corporation  to  continue   Executive's
      participation  (on terms  comparable to those for other key  executives of
      Corporation)  in any Plans and vacation  programs or arrangements in which
      other key executives of Corporation are participants  (unless such failure
      to continue is caused by an action or status of Executive); or

                  (e) Corporation's requiring Executive to be based more than 35
      miles from Corporation's  principal executive office,  except for required
      travel on  Corporation's  business to an extent  substantially  consistent
      with  Executive's  business  travel  obligations  as of the  date  of this
      Agreement.

            "PERSON"  -  Any  individual,   corporation,   partnership,  limited
liability company, group,  association,  or other "person," as such term is used
in Section 13(d)(3) or Section 14(d) of the Exchange Act, other than Corporation
or any employee benefit plan or plans sponsored by Corporation.

            "PLAN"  -  Any  compensation  plan  such  as a  plan  providing  for
incentive   or  deferred   compensation,   stock   options  or  other  stock  or
stock-related  grants or awards,  or any employee benefit plan such as a thrift,
investment,  savings,  pension, profit sharing, medical,  disability,  accident,
life  insurance,  cafeteria,  or relocation plan or any other plan,  policy,  or
program of  Corporation  providing  similar  types of benefits to  employees  of
Corporation.


            "SEVERANCE  PAYMENTS" - The severance  payments described in Section
5.4 of this Agreement.

            "TERM" - The period from the  Effective  Date  through May 21, 2004;
provided,  however, that the Term will automatically be extended to May 21, 2005
(and thereafter will be similarly  extended in additional  one-year  extensions)
unless,  on or before  December  31,  2003 (or,  if the Term has been  extended,
December 31 of the year immediately preceding the last year of the Term), either
Corporation or Executive gives written notice of non-extension of the Term.

            "TERMINATION  BENEFITS" - The  payments  and  benefits  described in
Section 5 of this Agreement.

            "TERMINATION   DATE"  -  The  date   Executive's   employment   with
Corporation is terminated for any reason by Corporation or by Executive.

            "VOTING   SECURITIES"  -   Corporation's   issued  and   outstanding
securities  ordinarily  having the right to vote at elections  of  Corporation's
Board.

            2. EMPLOYMENT AND MEMBERSHIP ON THE BOARD. Corporation hereby agrees
to employ Executive and retain Executive as a member of the Board, and Executive
hereby accepts employment with Corporation, during the Term of this Agreement on
the terms and conditions set forth in this Agreement. Corporation's agreement to
employ  Executive  and retain him as a director  is subject to the  reservations
provided in the definition of "Cause" in Section 1 and in Section 3.3.

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            3. EXECUTIVE DUTIES.

            3.1.  Position and Duties.  Executive  agrees to render  services to
Corporation as Chief Executive  Officer and a member of the Board of Corporation
and as an executive  officer of such of Corporation's  Affiliates as the parties
to this Agreement  mutually  agree,  including  Affiliates that may be formed or
acquired  subsequent  to the  Effective  Date.  As Chief  Executive  Officer  of
Corporation,  Executive will have  responsibility  for policy matters  affecting
Corporation's business and will have such executive and managerial duties as the
Board prescribes from time to time.

            3.2. Exclusive Employment.  Executive agrees that during the Term of
this Agreement:

                  (a)  Executive  will  devote  substantially  all  his  regular
      business time (except  during periods of vacation to which he is entitled,
      illness and  approved  leaves of absence)  solely and  exclusively  to the
      business of  Corporation,  whether such  business is operated  directly by
      Corporation or through one or more Affiliates of Corporation;

                  (b) Executive will diligently  carry out his  responsibilities
      under this Agreement;

                  (c) Executive will not,  directly or  indirectly,  without the
      prior approval of the Board, provide services on behalf of any Competitive
      Entity or on behalf of any subsidiary or affiliate of any such Competitive
      Entity, as an employee,  consultant,  independent contractor,  agent, sole
      proprietor,   partner,  member,  joint  venturer,  corporate  officer,  or
      director;

                  (d)  Executive  will not  acquire  by reason of  purchase  the
      ownership of more than 1 percent of the outstanding equity interest in any
      Competitive Entity; and

                  (e) Except as expressly set forth above,  Executive may engage
      in personal business and investment activities.

            3.3. Corporation Reserved Rights.  Corporation  reserves, on its own
behalf and on behalf of its shareholders, the right to elect, from time to time,
any person to its Board, to appoint any person as an officer of Corporation, and
to remove any officer or director,  including Executive,  in any manner and upon
the basis or bases  presently  or  subsequently  provided for by its articles of
incorporation and bylaws. Nothing in this Agreement will be deemed to constitute
any restriction on the authority,  discretion, or power of the Board, but rather
will only give Executive contractual rights and remedies.

            3.4.  Nondisclosure.  During  and after the Term of this  Agreement,
Executive  agrees not to  disclose  to any  persons  with  interests  adverse or
potentially  adverse  to  Corporation  (other  than  an  employee  or  agent  of
Corporation or any Affiliate entitled to receive such information)  confidential
information  relating  to the  business  of  Corporation  or any  Affiliate  and
obtained by Executive while  providing  services to Corporation or any Affiliate
without  the

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consent  of the  Board,  or until the  information  ceases  to be  confidential.
Notwithstanding  the  foregoing,  Executive  will not be  precluded  from making
disclosures  respecting  Corporation or any Affiliate  where the disclosures are
made  pursuant to  compulsory  legal  process or when  otherwise  required by an
appropriate government agency.

            4. COMPENSATION AND BENEFITS.

            4.1. Base Salary. As compensation for the performance of Executive's
services  hereunder,  inclusive  of  services  as an  officer  and  director  of
Corporation's  Affiliates,  Corporation will pay to Executive in accordance with
its normal  payroll  practices an annual salary (the "Base  Salary") of $250,000
per year,  subject to such increases (but not decreases) as are determined  from
time to time by the Board, or a compensation committee designated by the Board.

            4.2.  Annual  Bonus;  Signing  Bonus.  (a)  During  the Term of this
Agreement,  Executive  will be eligible to receive an  incentive  bonus for each
fiscal year  (beginning  with the fiscal year ending July 31,  2002) (an "Annual
Bonus")  in an  amount  (as  determined  by  the  Board)  up to 100  percent  of
Executive's  Base Salary for such fiscal year.  The Annual Bonus for each fiscal
year will be  payable no later than 120 days  following  the end of each  fiscal
year.

            (b) As soon as practible after the Effective Date, Executive will be
paid a one-time signing bonus of $25,000.

            4.3. Stock  Options.  (a) On the Effective  Date,  Executive will be
granted options (the "Options") to purchase 850,000 shares of the  Corporation's
common  stock under the  Corporation's  Stock Award Plan (the "Plan") at a price
equal to the fair market value of the common stock on the  Effective  Date.  The
Options will vest as to 25% of the shares on May 21, 2002,  and thereafter as to
an additional 6 1/4% of the shares on each succeeding three month anniversary of
May 21, 2002 (i.e.,  July 21, 2002,  October 21, 2002,  and so on) until May 21,
2005 (each, a "Vesting Date"),  provided  Executive  continues to be employed by
the Corporation.

            (b) The Options will become immediately and fully exercisable in the
event  that,  within two years  following  a Change in  Control of  Corporation,
Executive is terminated without Cause or the Executive resigns for Good Reason.

            (c) In the event that,  prior to a Change in Control of Corporation,
or more than two years following a Change in Control,  Executive's employment is
terminated by  Corporation  without  Cause or by Executive for Good Reason,  the
Options  will  become  exercisable  as of the  date of such  termination  to the
following extent:

                  (i)   The portion of the Options that become exercisable prior
                        to the Termination Date will remain exercisable; and

                  (ii)  The Options  will  become  fully  exercisable  as of the
                        Termination  Date  as to the sum of (a)  the  number  of
                        shares  that  would  have  become  exercisable  over the
                        twelve  months   following  the  Termination   Date  had
                        Executive's  employment not  terminated,  plus (b) a pro
                        rata  portion  of the  number of shares  that would have

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                        become   exercisable   as  of  the  Vesting   Date  next
                        succeeding the date which is twelve months following the
                        Termination  Date,   determined  by  multiplying  53,125
                        (i.e.,  .0625 x  850,000)  by ratio of (I) the number of
                        days elapsed between the  Termination  Date and the last
                        Vesting  Date which  occurred  prior to the  Termination
                        Date, to (II) 91.

            (d) The Options will be subject to terms of the Plan and a customary
award agreement for options granted under the Plan.

            (e)  Vested  Options  will  remain  exercisable  for 90  days  after
termination  of  employment  or,  in the  case of  termination  due to  death or
Disability, for one year.

            4.4. Other Benefits.  During the Term of this  Agreement,  Executive
will be entitled to participate in all Plans (including Plans adopted  following
the  Effective  Date)  covering   Corporation's  key  executive  and  managerial
employees as described in Corporation's employee manual, as amended from time to
time, including,  without limitation,  Plans providing medical,  disability, and
life  insurance  benefits,  and vacation pay. For purposes of the  Corporation's
paid time off policy,  Executive  will be treated as an  employee  with at least
seven years of service.

            4.5.  Expenses.  (a)  Executive is  authorized to incur on behalf of
Corporation, and Corporation will directly pay or will fully reimburse Executive
for all customary and reasonable  out-of-pocket expenses incurred for promoting,
pursuing, or otherwise furthering the business of Corporation or its affiliates.

            (b) During such period as Executive's  permanent residence is not in
the vicinity of  Corporation's  principal  offices,  Corporation  will reimburse
Executive for reasonable  apartment and car rental expenses,  up to a maximum of
$5,000 per month.

            4.6.  Supplemental  Insurance  Benefits.  Corporation will pay up to
$15,000  per  year  during  the  Term  for  premiums  on  supplemental  life and
disability insurance for Executive.

            5. TERMINATION OF AGREEMENT.

            5.1. Death. If Executive dies prior to the expiration of the Term of
this  Agreement,  Corporation  will pay to Executive's  representative  his Base
Salary through the date of death.  All benefits,  including death  benefits,  to
which Executive is then entitled under Plans in which Executive is a participant
will be payable as provided in those Plans.  This Agreement will terminate as of
the date of death and Corporation will have no further  obligations to Executive
under this Agreement.

            5.2. Disability.  In the event Executive becomes Disabled during the
Term,  the  Agreement  will remain in effect and  Executive  will be entitled to
continue to receive the compensation  and benefits  described in Section 4 until
the expiration of the Term with the following modifications:

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                  (a) The Annual Bonus,  if any, that otherwise  would be earned
      by Executive for the year in which his  employment is terminated by reason
      of Disability (the "Disability Year") will be prorated based on the number
      of days before and after the Termination Date;

                  (b)  Executive  will not be entitled  to any Annual  Bonus for
      years following the Disability Year; and

                  (c) The amounts  otherwise payable to Executive as Base Salary
      following the Termination  Date will be reduced by the amount,  if any, of
      benefits paid to Executive under  Corporation's Group Long Term Disability
      Insurance  Plan. To the extent  allowable  under  applicable law and other
      Corporation Plans, Executive will be treated as an employee of Corporation
      during the period  after the  Termination  Date and through the end of the
      Term for purposes of this Agreement and the Plans in which  Executive is a
      participant.

            5.3.  Termination  for Cause or Voluntary  Termination  Without Good
Reason.  Pending the  determination by the Board whether or not Cause exists for
termination  of  Executive's  employment  pursuant to the definition of Cause in
Section 1, the Board may suspend Executive or relieve Executive of his duties as
an  officer,   but  may  not  terminate   Executive's   employment.   Upon  such
determination   that  Cause  exists,   Corporation  may  terminate   Executive's
employment.  If  Corporation  terminates  Executive's  employment  for  Cause or
Executive terminates employment other than for Good Reason, Corporation will pay
Executive his Base Salary  through the effective date of such  termination  and,
only if  Corporation  elects,  additional  compensation  equal  to  one-half  of
Executive's  Base Salary for the period during which  Executive is obligated not
to compete  pursuant  to Section  5.7 of this  Agreement.  This  Agreement  will
terminate  as of the  Termination  Date,  and  Corporation  will have no further
obligations to Executive  under this  Agreement.  All accrued  benefits to which
Executive  is then  entitled  under Plans in which he is a  participant  will be
payable as provided in those Plans.

            5.4.  Termination  Without Cause or With Good Reason. If Executive's
employment  with  Corporation  is terminated  (other than for Disability or upon
Executive's  death)  by  Corporation  without  Cause or by  Executive  with Good
Reason,  Corporation  will  pay  Executive  the  following  amounts  ("Severance
Payments"):

                  (a) Executive's Base Salary through the Termination Date; and

                  (b) In lieu of any further  salary  payments to Executive  for
      periods  subsequent  to the  Termination  Date, an amount of severance pay
      (payable in 24 substantially equal monthly installments  commencing on the
      first day of the first  calendar  month  beginning  after the  Termination
      Date) equal to two times the sum of:

                        (i)  Executive's  Base Salary,  at the rate in effect on
                  the Termination Date, and

                        (ii) The average Annual Bonus (if any) paid to Executive
                  or accrued to his benefit (the "Average  Bonus") in respect of
                  the two fiscal

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                  years  last  ended  prior  to the  fiscal  year in  which  the
                  Termination   Date  occurs.   For  purposes  of  this  Section
                  5.4(b)(ii),  if the Termination Date is prior to the date that
                  Executive's  Annual  Bonus for the fiscal year ending July 31,
                  2003, has been determined by the Board, the Average Bonus will
                  be the amount of the Annual  Bonus paid to  Executive  for the
                  fiscal year ending July 31, 2002.

            5.5. Related  Benefits.  Except in connection with Executive's death
or  termination  by  Corporation   for  Cause  or  Disability  or  by  voluntary
termination by Executive  without Good Reason,  Corporation  will retain in full
force and effect for the continued  benefit of Executive for two years after the
Termination  Date all  Plans in which  Executive  was  entitled  to  participate
immediately prior to the Termination Date,  provided that Executive's  continued
participation  is possible under the general terms and provisions of such Plans;
provided,  however, that if the participation by Executive in any Plan is barred
by the provisions of such Plan,  Corporation  will arrange to provide  Executive
with benefits  substantially  similar to those to which Executive is entitled to
receive under such Plan (provided,  however, that the cost of such benefits does
not  exceed  125  percent  of the  prevailing  cost of  similar  benefits  under
Corporation's Plans).

            5.6. No  Mitigation.  Executive will not be required to mitigate the
amount of any payment provided for in this Section 5 by seeking other employment
or otherwise.  However, except in the case of a termination of Executive without
Cause or with Good  Reason  within  two years  following  a Change in Control of
Corporation,  the amount of any payment or related benefit  provided for in this
Section 5 will be reduced by any compensation earned or related benefit received
by  Executive  as  a  result  of  either   employment  by  another  employer  or
self-employment   after  the  Termination  Date.  Executive  agrees  to  provide
Corporation with any information reasonably necessary to determine the amount of
such reduction.

            5.7.  Noncompetition  Following Termination.  Executive acknowledges
that the agreements and covenants contained in this Section 5.7 are essential to
protect the value of Corporation's  business and assets and that, by his current
employment  with  Corporation and its  subsidiaries,  Executive has obtained and
will obtain such knowledge,  contacts,  know-how,  training and experience,  and
that such knowledge,  contacts,  know-how, training and experience could be used
to the  substantial  advantage  of a  Competitive  Entity  and to  Corporation's
substantial detriment. Therefore Executive agrees that:

                  (a) In the event Executive's employment is terminated (whether
      by  Corporation  or by Executive)  for any reason before the expiration of
      the  Term,  Executive  will  not,  for a  period  of two  years  from  the
      Termination Date,  participate (as an owner, employee,  officer,  partner,
      member,   shareholder,   director,   consultant,   or  otherwise)  in  any
      Competitive  Entity. The benefits payable under this Agreement,  including
      without  limitation  Corporation's  obligation to pay  Severance  Benefits
      pursuant to Section 5.4 of this Agreement,  and, if Corporation so elects,
      the additional compensation provided in Section 5.3 of this Agreement, are
      in  consideration  of  Executive's  performance  of the  covenants in this
      Section 5.7.

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                  (b) Executive  acknowledges that pursuant to the terms of this
      Agreement,  he is  receiving  a "bona  fide  advancement"  in terms of his
      employment with Corporation  within the meaning of ORS 653.295.  Executive
      further  acknowledges  that  he  is  receiving  consideration  under  this
      Agreement  in  addition  to such  consideration  as to  which  he would be
      entitled in the absence of this Agreement,  and he  acknowledges  that his
      agreement to the  provisions of this Section 5.7 is a necessary  condition
      for  Corporation  to enter into this  Agreement and pay the  consideration
      provided for in this Agreement.

                  (c) Executive  acknowledges that  Corporation's  remedy at law
      for a  breach  by him of the  provisions  of  this  Section  5.7  will  be
      inadequate.  Accordingly,  in the event of the breach or threatened breach
      by Executive of any  provision  of this Section 5.7,  Corporation  will be
      entitled to injunctive relief in addition to any other remedy it may have.
      If any of the provisions  of, or covenants  contained in, this Section 5.7
      are   hereafter   construed  to  be  invalid  or   unenforceable   in  any
      jurisdiction,  the same will not affect the remainder of the provisions or
      the enforceability thereof in any other jurisdiction,  which will be given
      full effect,  without regard to the invalidity or unenforceability in such
      other  jurisdiction.  If any of the provisions of, or covenants  contained
      in, this  Section  5.7 are held to be  unenforceable  in any  jurisdiction
      because  of the  duration  or  geographical  scope  of such  provision  or
      covenant,  Executive  and  Corporation  agree that the court  making  such
      determination  will have the power to reduce the duration or  geographical
      scope of such  provision or covenant and that, in its reduced  form,  such
      provision or covenant will be  enforceable;  provided,  however,  that the
      determination  of such court will not  affect the  enforceability  of this
      Section 5.7 in any other jurisdiction.

            6. EFFECT OF CHANGE IN CONTROL. The Severance Benefits payable under
Section 5.4 of this  Agreement are not  conditioned  upon a Change in Control of
Corporation  but are payable upon any  termination  described  in that  Section,
whether or not a Change in Control has occurred. Thus, it is the parties' mutual
intention  that the  Severance  Benefits  are not to be treated as  payments  in
connection with a Change in Control.

            7. SUCCESSORS; BINDING EFFECT.

            7.1.  Corporation.  This Agreement will inure to the benefit of, and
be binding  upon,  any corporate or other  successor or assignee of  Corporation
that acquires, directly or indirectly, by merger,  consolidation or purchase, or
otherwise,  all or  substantially  all the  business  or assets of  Corporation.
Corporation  will  require  any  such  successor,  by an  agreement  in form and
substance reasonably satisfactory to Executive, expressly to assume and agree to
perform this  Agreement in the same manner and to the same extent as Corporation
would be required to perform if no such succession had taken place.

            7.2.  Executive.  This Agreement will inure to the benefit of and be
enforceable  by  Executive's  personal  or  legal  representatives,   executors,
administrators,  successors,  heirs,  distributees,  devisees,  and legatees. If
Executive  should die while any  amount  would  still be  payable  to  Executive
hereunder if Executive had continued to live, all such amounts, unless

                                       10
<PAGE>

otherwise  provided  herein,  will be paid in accordance  with the terms of this
Agreement to Executive's devisee,  legatee, or other designee or, if there is no
such designee, to Executive's estate.

            8. WAIVER AND MODIFICATION.  Any waiver, alteration, or modification
of any of the terms of this  Agreement will be valid only if made in writing and
signed by the parties to this  Agreement.  No waiver by either of the parties of
its rights  under this  Agreement  will be deemed to  constitute  a waiver  with
respect to any  subsequent  occurrences  or  transactions  hereunder  unless the
waiver specifically states that it is to be construed as a continuing waiver.

            9.  GOVERNING  LAW;  SEVERABILITY.  The  validity,   interpretation,
construction,  and  performance  of  this  Agreement  will  be  governed  by and
construed in accordance  with the laws of the state of Oregon.  Any provision of
this Agreement that is prohibited or  unenforceable  will be ineffective only to
the extent of that  prohibition or  unenforceability  without  invalidating  the
remaining provisions of this Agreement.

            10.  NOTICES.  For the purposes of this  Agreement,  notices and all
communications  provided  for in this  Agreement  must be in writing and will be
deemed to have been given  upon the  earlier of (i)  personal  delivery  or (ii)
three business days after being mailed by United States  registered mail, return
receipt  requested,  with postage prepaid,  addressed to the respective party at
the address set forth below (or to such other  address as either  party may have
furnished to the other in writing in accordance with this Section 9, except that
notices of change of address will be effective only upon receipt):

      To Corporation:               Sonus Corp.
                                    111 S.W. Fifth Avenue
                                    Suite 1620
                                    Portland, Oregon 97204
                                    Attn: Brian Thompson, Corporate Counsel

      To Executive:                 Daniel J. Kohl
                                    3945 Merriweather Woods
                                    Alpharetta, GA  30022

            11.  HEADINGS.  Headings herein are for convenience  only, are not a
part of this Agreement, and are not to be used in construing this Agreement.

            12.  ARBITRATION.  Any  dispute or claim that  arises out of or that
relates to this Agreement or to the  interpretation,  breach,  or enforcement of
this Agreement, must be resolved by mandatory arbitration in accordance with the
then effective  arbitration rules of Arbitration Service of Portland,  Inc., and
any judgment upon the award rendered pursuant to such arbitration may be entered
in any court having jurisdiction thereof.

            13.  ATTORNEYS'  FEES.  In  the  event  of any  suit  or  action  or
arbitration  proceeding to enforce or interpret any provision of this  Agreement
(or which is based on this Agreement),  the prevailing party will be entitled to
recover,  in addition to other costs,  reasonable  attorneys' fees in connection
with such suit, action, arbitration, and in any appeal. The determination of who
is the prevailing party and the amount of reasonable  attorneys' fees to be

                                       11
<PAGE>

paid to the  prevailing  party will be decided by the  arbitrator or arbitrators
(with respect to attorneys'  fees incurred  prior to and during the  arbitration
proceedings)  and by the court or courts,  including  any appellate  courts,  in
which the matter is tried,  heard,  or decided,  including the court which hears
any exceptions made to an arbitration  award submitted to it for confirmation as
a judgment  (with  respect to  attorneys'  fees  incurred  in such  confirmation
proceedings).

            14.  EFFECT  OF  TERMINATION  OF  AGREEMENT.  If this  Agreement  is
terminated,  all rights and benefits that have become vested  hereunder prior to
termination  will remain in full force and effect,  and the  termination  of the
Agreement  will not be construed as relieving any party from the  performance of
any accrued obligation incurred to the other under this Agreement.

            15. ENTIRE  AGREEMENT.  This Agreement  constitutes and embodies the
entire understanding and agreement of the parties hereto relating to the matters
addressed in this  Agreement.  Except as otherwise  provided in this  Agreement,
there are no other  agreements  or  understandings,  written or oral,  in effect
between the parties relating to the matters addressed herein.

            IN WITNESS  WHEREOF,  the  parties  hereto  have  entered  into this
Agreement effective as of the Effective Date.

CORPORATION:                        SONUS CORP.


                                    By /s/ Brandon M. Dawson
                                       ---------------------------------------
                                       Name:   Brandon M. Dawson
                                       Title:  Chairman


EXECUTIVE:                          /s/ Daniel J. Kohl
                                    ------------------------------------------
                                    Daniel J. Kohl


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</TEXT>
</DOCUMENT>
