KERYX BIOPHARMACEUTICALS INC
AMENDED EMPLOYMENT AGREEMENT
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>5
<FILENAME>d50062ex10_5.txt
<DESCRIPTION>AMENDED EMPLOYMENT AGREEMENT
<TEXT>
                                                                    Exhibit 10.5

                          AMENDED EMPLOYMENT AGREEMENT


This employment agreement (the "Agreement") is effective as of November 26, 2001
(the "Effective  Date"),  by and between Keryx (Israel) Ltd., an Israeli company
with it  principal  place of business at 7 Hartom  Street,  POB 23706  Jerusalem
91236 (the  "Company")  and  Benjamin  Corn,  of Rehov Zelda 1,  Jerusalem  (the
"Employee").

Whereas the  Company  desires to employ the  Employee  in the  position of Chief
Executive Officer and President (the "Position");

Whereas  the  Employee  desires to be  employed  by the  Company and fulfill the
responsibilities of the Position; and

Whereas the parties desire to set forth the conditions of employment pursuant to
which the Employee will be employed by the Company;

It is hereby agreed by and between the parties as follows:

1.    Preamble

The preamble to this Agreement and any attachments  thereto are an integral part
of this Agreement.

2.    Job Description

The Employee shall have the title of Chief  Executive  Officer and President and
shall be responsible for the overall management, direction and leadership of the
Company. He shall report directly to the Board of Directors.  The description of
responsibilities  set forth  herein  shall serve as a general  statement  of the
duties,  responsibilities  and  authority of the  Employee.  Additional  duties,
responsibilities  and  authority may be assigned to the Employee by the Board of
Directors from time to time in its reasonable discretion.

3.    Working Hours

The Employee shall be employed by the Company on a full-time  basis,  namely for
not less than  forty-four  (44) hours per week  (inclusive  of meal  time).  The
Employee  agrees that his position is considered to be a management  position as
defined  in the  Hours of Work and Rest Law - 1951,  which  requires  a  special
measure of personal trust. Accordingly,  the provisions of the Hours of Work and
Rest Law - 1951  shall not  apply and the  Employee  shall  not be  entitled  to
receive any additional  payment for his work other than those that are set forth
in this Agreement.


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<PAGE>


4.    Term of Agreement

This  Agreement  shall take effect from the  Effective  Date and shall remain in
effect unless it is earlier terminated as hereinafter provided.

5.    Annual Salary

      5.1.  The Employee's annual salary shall be as follows:

        5.1.1.  The Employee shall receive an annual gross salary of two hundred
                and fifty thousand  dollars  ($250,000),  payable in New Israeli
                Shekels according the representative  rate of exchange in effect
                each month at the time  Company  salaries  are  calculated.  The
                Employees  salary  shall be paid in twelve  equal  installments,
                monthly in arrears.

        5.1.2.  At least once each calendar year,  the  Employee's  annual gross
                salary may be  increased  by an amount to be  determined  by the
                Board of Directors,  but in no event shall such increase be less
                than the  increase in the Israeli  Cost of Living  Index for the
                year each anniversary date.

        5.1.3   The  salary  set  forth  in  paragraph  5.1.1,  above,  shall be
                referred  to as the "Global  Salary".  The linkage of the Global
                Salary  to  the  United   States   dollar  is  in  lieu  of  any
                generally-applicable  increases,  whether the statutory  cost of
                living  increase  ("Tosefet  Yoker") or any other  industry-wide
                increase  applicable  as the  result  of  collective  bargaining
                agreements  or other order of the  Ministry of Labor and Welfare
                (such  as  Tzavei  Harhava).   By  signing  this  Agreement  and
                accepting   employment  pursuant  to  its  terms,  the  Employee
                represents that s/he will not claim any such increase.

        5.1.4.  The  Employee  shall not be entitled to receive from the Company
                any salary or  payment of any kind other than the Global  Salary
                and other payments  specifically  set forth in this Agreement or
                properly  authorized by the Board of Directors  and,  should the
                Employee  be a  director  of the  Company at the time such other
                payments not  specifically  included in this Agreement are made,
                by the shareholders of the Company.

      5.2.  Other Terms of Employment

        5.2.1.  Bonuses:  The Employee  shall be eligible to receive one or more
                bonuses  during any calendar year in the discretion of the Chief
                Executive  Officer,  acting  in  consultation  with the Board of
                Directors.

        5.2.2.  Expenses: The Employee shall be entitled, in accordance with the
                Company's  standard  policy in effect  from time to time,  to be
                reimbursed for expenses  (Hotza'ot Eshel) incurred in Israel and
                abroad in connection  with Company  business  against receipt by
                the Company of appropriate vouchers,  receipts or other proof of
                the Employee's expenditures.


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<PAGE>

        5.2.3.  Continuing  Education  Fund:  The Employee  shall be entitled to
                participate  in the Company's  continuing  education fund (Keren
                Hishtalmut).  The Company  shall  contribute  an amount equal to
                five  percent  (5%) of the  Employee's  Global  Salary and shall
                deduct two and a half percent  (2.5%) of the  Employee's  Global
                Salary  and  transfer  it as the  Employee's  contribution.  The
                Employee  consents  to  the  deduction  of  this  amount  as his
                contribution   to   the   continuing   education   fund.   These
                contributions   will  be  calculated   up  to  the   permissible
                tax-exempt   salary   ceiling   according   to  the  income  tax
                regulations  in effect  from time to time.  If the amount of the
                Company's  contribution  is  greater  than  permitted  by  those
                regulations,  the  Employee  shall not have the right to receive
                the excess amount.

        5.2.4.  Professional  Expenses: The Company shall reimburse the Employee
                for expenses  incurred by him in connection with the maintenance
                of (a) his medical license in the United States,  including, but
                not limited to, the costs of any  continuing  medical  education
                ("CME")  required  as a  condition  of  such  license;  and  (b)
                membership in a reasonable number of professional  societies and
                organizations.

        5.2.5.  Reserve Duty: The Employee shall be entitled to receive his full
                Global Salary and other payments while performing  reserve duty,
                provided  that any  amount  received  by the  Employee  from the
                I.D.F.  or  any  other  source   (excluding  Damei  Calcala)  is
                transferred  to the  Company or, in the  alternative,  an amount
                equal to that  received  from the I.D.F.  or any other source is
                deducted from the Global Salary payable to the Employee.

        5.2.6.  Annual Leave and  Recreation Pay (Damei  Havra'a):  The Employee
                shall be  entitled to thirty  (30)  working  days of paid annual
                leave each  year.  The  Employee  shall not be allowed to accrue
                more than  forty (40)  working  days of annual  leave  except in
                unusual  circumstances  and with the  permission of the Company.
                Should the  Employee's  annual leave  balance  exceed forty (40)
                days at the end of any calendar  year, the excess number of days
                shall  be paid out in  accordance  with  the  provisions  of the
                Annual Leave Law - 1951. The Company shall also pay the Employee
                for five (5) days of  recreation  (damei  havra'a)  each year in
                accordance  with the law and the normal  practice of the Company
                in effect from time to time.

        5.2.7.  Sickness  and  Disability  Insurance:   The  Employee  shall  be
                entitled to the number of days for sick leave  permitted by law.
                Compensation  for sick days utilized  shall be paid according to
                his  Global  Salary  only  upon  the   presentation  of  medical
                documentation as required by the Company.  The Employee shall be
                covered  by   disability   insurance   that   provides   monthly
                compensation.  The cost of such insurance  shall be borne by the
                Company.  Notwithstanding the foregoing,  the Employee shall not
                be  entitled  to  receive  compensation  for sick  leave if such
                compensation is covered by the Employee's  disability  insurance


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<PAGE>

                referred to above.  However,  should the amounts received by the
                Employee pursuant to such disability  insurance be less than the
                amount  that  is  properly   payable  as  compensation  for  the
                Employee's available sick leave, according to the Global Salary,
                the  Company  shall pay the  difference.  It is  understood  and
                agreed  that  unused  sick  leave  cannot  be  redeemed  by  the
                Employee.  For the  avoidance  of doubt,  it is  understood  and
                agreed that the payments made by the Company in consideration of
                sick leave covers all obligations of the Company pursuant to the
                Sick Leave Law - 1976.

      5.3.  Pension Benefits and Severance Payments

        5.3.1.  The Company will pay into a Provident Fund (Kupat Gemel) (in the
                meaning of paragraph 47 of the Income Tax Ordinance) in the form
                of  Manager's   Insurance  or  another  form  according  to  the
                Employee's choice and the Company's  agreement,  an amount equal
                to  thirteen  and one third  percent (13 1/3 %) from the monthly
                Global Salary paid to the  Employee,  and the Employee will pay,
                on his own  account,  an amount  equal to five percent (5%) from
                that Global Salary.  The Employee  agrees that the Company shall
                be entitled to deduct the Employee's  contribution (5%) from the
                Employee's  salary.  For the avoidance of doubt, it is clarified
                that  under no  circumstance  shall the  Company's  contribution
                exceed  thirteen and one third  percent (13 1/3 %) of the Global
                Salary in any one month.

        5.3.2.  Five  percent  (5%) of the  thirteen  and one third  percent (13
                1/3%) that the  Company  contributes  as set forth above and the
                five  percent  (5%)  the  Employee  contributes,  together  with
                linkage and  interest on the  contributions,  will be treated as
                pension  benefits  for  the  Employee  or  his  survivors.   The
                remaining eight and one third percent (8 1/3 %) of the Company's
                contribution,   together  with  linkage  and  interest  on  that
                portion,  will be  utilized  to pay  severance  benefits  to the
                Employee or his  descendants in the event of the  termination of
                his employment with the Company,  except in those  circumstances
                discussed below.

        5.3.3.  In the event that the Employee chooses Manager's Insurance,  the
                policy  shall  belong to the  Company as long as it employs  the
                Employee and it makes the required  payments on the policy.  The
                payments made into the Kupat Gemel pursuant to paragraph  5.3.1,
                above,  shall  fulfill the  Company's  obligation  for severance
                payment pursuant to the Severance  Compensation Law - 1963. Upon
                the  termination  of the  Employee's  employment,  for  whatever
                reason,  and upon his  final  departure  from the  Company,  the
                Employee  or his  descendants  shall be  entitled to receive the
                ownership  of all rights which have accrued on his behalf in the
                Kupat Gemel or the ownership of the Manager's  Insurance policy,
                as  appropriate  and  subject  to the  provisions  of section 6,
                below.

        5.3.4.  In the event that there is a difference in the Employee's  favor
                between the amount to which he is  entitled to receive  pursuant
                to the Severance


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<PAGE>

                Compensation  Law  -  1963  and  the  severance  payment  amount
                (including  linkage and interest)  that is in the Kupat Gemel or
                Manager's   Insurance   policy,   the  Company  shall  pay  that
                difference.   The  Company   shall  be  obligated  to  pay  such
                difference whether the termination of the Employee's  employment
                is at the Employee's initiative or the Company's,  except in the
                case of termination  pursuant to paragraphs 6.3 and 6.4,  below.
                For the avoidance of doubt,  it is understood  that in the event
                that  the  severance  payment  amount  (including   linkage  and
                interest)  that is in the  Employee's  Kupat Gemel or  Manager's
                Insurance  policy  exceeds the amount to which he is entitled to
                receive as  severance  compensation  pursuant  to the  Severance
                Compensation Law - 1963, the difference shall not be transferred
                to the Employee,  including to his pension account, but shall be
                the property of the Company.

6.    Termination of Employment

      6.1.  Either  party  may  terminate  the  Employee's  employment  with the
            Company without cause at any time upon three (3) month's notice. The
            Company shall have the right, in its sole discretion, to require the
            Employee  to  continue  working  for the  Company  during the notice
            period.

      6.2.  The  Employee's  employment  shall  be  terminated  by his  death or
            disability.  (For  purposes of this section,  "disability"  shall be
            deemed  to have  occurred  if the  Employee  is  unable,  due to any
            physical  or mental  disease or  condition,  to  perform  his normal
            duties of  employment  for 120  consecutive  days or 180 days in any
            twelve-month period.) Should the Employee's employment be terminated
            as a result of his death,  the benefits  granted in  paragraph  6.3,
            below, shall be granted instead to his lawful heir or heirs.

      6.3.  In the event the  Employee's  employment  is  terminated  (a) by the
            Company without cause, or because of his death or disability, or (b)
            by the Employee for "just  cause",  he shall be entitled to continue
            to receive his annual salary for eight (8) months following his last
            day of actual  employment  by the  Company.  Such amount shall be in
            addition  to any  salary  he is  entitled  to  receive  during or in
            consideration  for the  notice  period set forth in  paragraph  6.1,
            above, and any severance payment he is entitled to receive according
            the  provisions  of  the  Severance  Compensation  Law  -  1963.  In
            addition,  the Board of Directors  shall take the necessary steps so
            that (a) any  outstanding,  but  unvested,  options  granted  to the
            Employee shall vest upon the effective date of his termination;  and
            (b) the period  during  which the  Employee  shall be  permitted  to
            exercise  such  options  shall be extended to two (2) years from the
            effective  date of his  termination  as defined in the Share  Option
            Plan governing the options in question.

      6.4.  Notwithstanding  the  foregoing,   the  Company  may  terminate  the
            Employee  immediately  and  without  prior  notice in the  following
            circumstances:  (a) a material breach of the Employee's  obligations
            pursuant  to  paragraphs  8.8,  8.9  and  8.9  (confidentiality  and
            non-competition); (b) a material breach by the Employee of any other
            provision of this Agreement, which is not cured by


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<PAGE>

            the Employee within fifteen (15) days after receiving notice thereof
            from the Company  containing a description of the breach or breaches
            alleged to have occurred;  (c) the habitual neglect or gross failure
            by the Employee to adequately perform the duties of his position; or
            (d) any criminal action connected to his employment with the Company
            or his place of employment.

      6.5.  In the event  that  Employee's  employment  has been  terminated  in
            accordance  with  paragraph  6.4,  above,  the Employee shall not be
            entitled  to  receive  any of the  severance  payments  set forth in
            paragraphs 5.3.4 and 6.3, above but shall be entitled to receive any
            salary or bonus accrued to the date of termination.

7.    Taxes and Other Payments

      7.1.  Unless otherwise  specifically  provided for in this Agreement,  the
            Company  shall  not be  liable  for the  payment  of  taxes or other
            payments  for which the  Employee is  responsible  as result of this
            Agreement or any other legal  provision,  and the Employee  shall be
            personally liable for such taxes and other payments.

      7.2.  The Employee  hereby  agrees that the Company  shall deduct from his
            Global Salary the Employee's national insurance fees, income tax and
            other amounts  required by law or the terms of this  Agreement.  The
            Company  shall  provide  the  Employee  with  documentation  of such
            deductions.

8.    The Obligations of the Employee

      8.1.  The  Employee  agrees to devote his entire  business  time,  energy,
            abilities  and   experience  to  the   performance  of  his  duties,
            effectively and in good faith.

      8.2.  During  the  period of his  employment,  the  Employee  shall not be
            employed,  whether or not during regular  business hours, for pay by
            any  other  party  other  than  the  Company,  except  for  teaching
            activities  approved by the Chief  Executive  Officer.  The Employee
            must  receive  the  prior  written  consent  of the  Company  before
            assuming an unpaid position outside the Company. Notwithstanding the
            foregoing,  the Employee  may,  with the written  permission  of the
            Chairman of the Board of Directors,  become a member of the Board of
            Directors  of another  company  and may accept any  compensation  in
            connection with such position.

      8.3.  The Employee agrees to immediately inform the Company of any Company
            issue or  transaction in which the Employee has a direct or indirect
            personal interest and/or where such issue or transaction could cause
            a conflict of interest  for the Employee in the  fulfillment  of his
            responsibilities as an employee of the Company.

      8.4.  The Employee hereby gives irrevocable instructions and permission to
            the Company to deduct from any amounts  owed to the  Employee by the
            Company,  including amounts payable as severance  compensation,  (a)
            any debt he has or will have to the  Company;  and/or (b) any amount
            that was


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<PAGE>

            wrongfully  or  mistakenly  paid  to him by the  Company.  Any  such
            amounts to be deducted  shall be  calculated in real terms as of the
            date of the deduction, including linkage to cost of living index.

      8.5.  The  Company  may at its  discretion  and at any time  apply for and
            procure  as owner and for its own  benefit  and at its own  expense,
            insurance on the life of the Employee ("Key Man Life  Insurance") in
            such  amounts  and in such form or forms as the  Company may choose.
            The Employee  shall  cooperate  with the Company in  procuring  such
            insurance  and  shall,  at the  Company's  request,  submit  to such
            medical  examinations,  supply such  information  and  execute  such
            documents as may be required by the  insurance  company or companies
            to whom the  Company has  applied  for such  insurance.  Neither the
            Employee  nor  any  of  his  dependents   shall  have  any  interest
            whatsoever  in any  such  policy  or  policies,  or in the  proceeds
            thereof.

      8.6.  The  Employee   declares  that  the  terms  and  conditions  of  his
            employment are personal and  confidential  and will not be disclosed
            by him.

      8.7.  The Employee  declares that he is free to enter into this  Agreement
            and that he has no  obligations  of any kind to any third party that
            would impair this Agreement, either as an employee or an independent
            contractor. The Employee further declares that as long as he remains
            an employee of the Company, he will not incur any such obligations.

      8.8.  The  Employee  agrees  to keep  confidential  (a) all  professional,
            scientific,  commercial, and business information; and (b) any other
            information  or document that comes to the  Employee's  knowledge in
            connection  with  the  affairs  of the  Company  (collectively,  the
            "Confidential  Information"),  and agrees not to use or exploit  the
            Confidential  Information or to disclose it to any third party where
            such use,  exploitation or disclosure in not directly related to the
            affairs of the  Company,  unless the  Company  gives  prior  written
            authorization of such disclosure.

      8.9.  The Employees  agrees that during his  employment by the Company and
            thereafter he (a) will not  disseminate or otherwise make use of the
            Confidential Information or of other non-public information of which
            he  learned  while  working  for  the  Company,  except  where  such
            dissemination  or use is  directly  related  to the  affairs  of the
            Company;  (b) will maintain the  confidentiality of the Confidential
            Information;  and  (c)  will  not  in any  way  act  to  injure  the
            reputation of the Company or any of its affiliated companies.

      8.10  The Employee  understands  and  recognizes  that his services to the
            Company are special and unique. Therefore, he agrees that during the
            term of this  Agreement  and for one (1) year after the  termination
            for any reason of his  employment,  he shall not be  employed  in or
            give any services to any business or third party that  competes with
            the Company or whose activities  conflict with the activities of the
            Company, unless the Chairman of the Board of Directors has given his
            explicit  written consent prior the  commencement of such employment
            or the giving of such services.


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<PAGE>

      8.11. Upon  termination of his  employment,  the Employee agrees to assist
            the Company with an orderly transition of his  responsibilities  and
            to return to the Company any documents, information and/or materials
            that were  given to him or which were  created by him in  connection
            with his employment.

9.    Intellectual Property Rights

      9.1.  The Employee declares that he is aware that anything that is done by
            him in the Company or in connection with the Company,  whether it be
            an invention, a discovery, or the development of an idea or a thing,
            all  within  the   framework   of  the   Company's   business   (the
            Development")  shall  belong to and be  controlled  by the  Company,
            unless the Board of Directors shall, in writing, direct otherwise.

      9.2.  The  Company  shall have the right to fully  utilize and exploit the
            Development, as it sees fit, including changing it, registering part
            or all of it as a patent,  whether in Israel or abroad,  selling it,
            transferring  it to a third  party,  all without  being  required to
            either  receive  the  Employee's  consent  or pay the  Employee  any
            additional  payment for such  Development  apart from any payment he
            receives pursuant to this Agreement.

      9.3.  The Development  and any subsequent  intellectual  property  arising
            therefrom  shall remain the sole property of the Employer even after
            the Employee's employment terminates for any reason. The termination
            of this Agreement, whether due to its breach or its own terms, shall
            not  impair  the  Company's  exclusive  rights  in the  Development.
            Notwithstanding  the  termination  of this  Agreement,  the Board of
            Directors  shall have the  discretion  to award the  Employee a cash
            payment in accordance with the terms of paragraph 5.2.1, above, as a
            result  of  any  Development  or  subsequent  intellectual  property
            arising therefrom developed primarily by the Employee.

      9.4.  The Employee may not do anything with the Development or any related
            materials  without the  knowledge  and prior consent of the Company.
            The Employee  declares  that he neither has nor will have any rights
            in  the  Development  or its  fruits  and  that  all  rights  to the
            Development and its fruits shall fully reside in the Company.

      9.5.  Even  in the  event  that  at the  time  of the  termination  of the
            Employee's  employment for any reason the  Development  has not been
            completed,  the  Employee  shall be  prohibited  from any  continued
            activity in connection with the subject of the Development, alone or
            in concert with others, that is not explicitly allowed in writing by
            the  Company.  The  Company  alone  will be the  sole  owner  of the
            uncompleted  Development  and shall have the sole right to  complete
            the  Development or to take any other action in connection  with the
            Development.

10.   Indemnification

The Company  shall take  whatever  steps are  necessary to establish a policy of
indemnifying its officers,  including,  but not limited to the Employee, for all
actions


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<PAGE>

taken in good faith in pursuit of their duties and  obligations  to the Company.
Such steps shall include, but shall not necessarily be limited to, the obtaining
of an appropriate level of Directors and Officers Liability coverage.

11.   General

      11.1. It is agreed that the  provisions  of this  Agreement  represent the
            full scope of the  agreement  between the  parties and that  neither
            side  shall  be  bound  by  any  promises,  declarations,  exhibits,
            agreements or obligations, oral or written, that are not included in
            this Agreement prior to its execution.  Any changes or amendments to
            this Agreement must be in writing and signed by both parties.

      11.2. This Agreement  shall be governed by, and construed and  interpreted
            under,  the laws of the State of Israel.  The parties agree that any
            legal claim lodged by one party  against the other  arising from the
            terms of this Agreement shall be adjudicated only by the appropriate
            court in Jerusalem, Israel.

      11.3. If any provision of this  Agreement  shall be declared by a court of
            competent jurisdiction to be invalid,  illegal or incapable of being
            enforced  in  whole  or  in  part,  the  remaining   conditions  and
            provisions  or portions  thereof shall  nevertheless  remain in full
            force and effect and  enforceable,  and no provision shall be deemed
            dependent upon any other  covenant or provision  unless so expressed
            herein.

      11.4. The rights,  benefits,  duties and obligations  under this Agreement
            shall inure to, and be binding upon, the Company, its successors and
            assigns, and upon the Employee and his legal  representatives.  This
            Agreement   constitutes  a  personal  service  agreement,   and  the
            performance  of the  Employee's  obligations  hereunder  may  not be
            transferred or assigned by the Employee.

      11.5  The failure of either party to insist upon the strict performance of
            any of the terms,  conditions and provisions of this Agreement shall
            not be construed as a waiver or  relinquishment of future compliance
            therewith or with any other term, condition or provision hereof, and
            said terms, conditions and provisions shall remain in full force and
            effect.  No waiver of any term or condition of this Agreement on the
            part of either party shall be  effective  or any purpose  whatsoever
            unless such waiver is in writing and signed by such party.

      11.6  The headings of Sections are inserted for  convenience and shall not
            affect any interpretation of this Agreement.

12.   Notices

      12.1. A notice that is sent by  registered  mail to a party at its address
            as set forth in  paragraph  12.2,  below,  shall be deemed  received
            three (3) days after its  posting,  and the  receipt  stamped by the
            post  office  shall  represent  definitive  evidence  of the date of
            mailing.

      12.2. The addresses of the parties for the purposes of this Agreement are:


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<PAGE>

            Keryx (Israel) Ltd.:

            7 Hartom Street
            POB 23706
            Jerusalem 91236

            Employee:

            Rehov Zelda 1
            Jerusalem


IN WITNESS WHEREOF the parties have hereunto set their hands at the place and on
the date first above written.


Keryx (Israel) Ltd.
By

/s/ Ira Weinstein                         /s/ Benjamin Corn
------------------------------            ------------------------
    Chief Operating Officer                   Employee


                                       10

</TEXT>
</DOCUMENT>
