Employment Agreement - Integrated Defense Technologies Inc. and Thomas J. Keenan


                              EMPLOYMENT AGREEMENT
                              --------------------

         This EMPLOYMENT AGREEMENT ("Agreement") is made and entered into on and
effective as of the 1st day of January, 2001, by and between INTEGRATED DEFENSE
TECHNOLOGIES, INC., a Delaware corporation (the "Company"), and THOMAS J. KEENAN
("Employee").

                                     RECITAL

         The Company desires to employ Employee, and Employee is willing to
accept employment by the Company, in each case on the terms and subject to the
conditions set forth in this Agreement. NOW, THEREFORE, the parties hereto
hereby agree as follows:

                                    AGREEMENT

         1.       POSITION AND DUTIES.

                  1.1. During the term of this Agreement, Employee agrees to be
employed by and to serve the Company on a full-time basis as President and Chief
Executive Officer and to perform such duties consistent with such position as
may be assigned to him from time to time by the Chairman and the Board of
Directors of the Company. Employee's principal place of business with respect to
his services to the Company shall be Huntsville, Alabama; PROVIDED that Employee
agrees to undertake such travel as may be required in the performance of his
duties. All travel expenses of Employee shall be reimbursed in accordance with
Section 3.3(c) below.

                  1.2. Employee shall carry out his duties under the general
supervision and direction of the Chairman and the Board of Directors of the
Company and in accordance with the Company's policies, rules and procedures in
force from time to time.

                  1.3. Employee shall devote his full time, attention, skill and
efforts to his tasks and duties hereunder and to the affairs of the Company.
Without the prior written consent of the Company, Employee shall not provide
services for compensation to any other person or business entity while employed
by the Company or be engaged in any other business activity, whether or not such
other business activity is pursued for profit or pecuniary advantage.

         2.       TERM OF EMPLOYMENT.

                  2.1. BASIC TERM. The term of employment under this Agreement
(the "Term") shall begin on the date of this Agreement and shall continue
through December 31, 2001 (the "Expiration Date"), unless earlier terminated in
accordance with this Article 2 or extended pursuant to the following sentence.
Unless written notice is given by the Company or Employee to the other party at
least ninety (90) days prior to the Expiration Date (or any later date to which
the Term shall have been extended in accordance with this Section 2.1) advising



such other party that the party giving such notice does not desire to extend or
further extend this Agreement, the Term shall automatically be extended for an
additional one-year period without further action of the parties.

                  2.2. TERMINATION FOR CAUSE. Termination for Cause (as defined
in Section 2.8 below) may be effected by the Company at any time during the Term
of this Agreement and shall be effected by written notification to Employee from
the Board of Directors stating the reason for termination. Such termination
shall be effective immediately upon the giving of such notice, unless the Board
of Directors shall otherwise determine. Upon Termination for Cause, Employee
shall be paid all accrued salary, any benefits under any plans of the Company in
which Employee is a participant to the full extent of Employee's rights under
such plans, accrued vacation pay and any appropriate business expenses incurred
by Employee in connection with his duties hereunder prior to such termination,
all to the date of termination, but Employee shall not be entitled to any other
compensation or reimbursement of any kind, including without limitation
severance compensation.

                  2.3. TERMINATION AT WILL. Notwithstanding anything else in
this Agreement, the Company may effect a Termination at Will (as defined in
Section 2.8 below) at any time during the Term of this Agreement upon giving
written notice to Employee of such termination. Upon any Termination at Will,
Employee shall be paid all accrued salary, any benefits under any plans of the
Company in which Employee is a participant to the full extent of Employee's
rights under such plans, accrued vacation pay and any appropriate business
expenses incurred by Employee in connection with his duties hereunder, all to
the date of termination, and all severance compensation required under Section
4.1, but no other compensation or reimbursement of any kind. The Company may
effect a Termination at Will by giving sixty (60) days' written notice to
Employee of such termination.

                  2.4. TERMINATION BY REASON OF DISABILITY. If, during the Term
of this Agreement, a physician selected by the Company certifies that Employee
has become physically or mentally incapacitated or unable to perform his
full-time duties under this Agreement, and that such incapacity has continued or
will continue for a period of five consecutive months or 180 calendar days
within any period of 365 consecutive days, the Company shall have the right to
terminate Employee's employment hereunder by written notification to Employee,
and such termination shall be effective on the seventh (7th) day following the
giving of such notice ("Termination by Reason of Disability"). In such event,
the Company will pay to Employee all accrued salary, any benefits under any
plans of the Company in which Employee is a participant to the full extent of
Employee's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with his duties hereunder,
all to the date of termination, and all severance compensation required under
Section 4.1, but Employee shall not be paid any other compensation or
reimbursement of any kind. In the event of a Termination by Reason of
Disability, upon the termination of the disability the Company will use its best
efforts to reemploy Employee, provided that such reemployment need not be in the
same capacity or at the same salary or benefits level as in effect prior to the
Termination by Reason of Disability.

                  2.5. TERMINATION BY REASON OF DEATH. In the event of
Employee's death during the Term of this Agreement, Employee's employment shall
be deemed to have 


                                       2


terminated as of the last day of the month during which his death occurs
("Termination by Reason of Death") and the Company shall pay to his estate or
such beneficiaries as Employee may from time to time designate all accrued
salary, any benefits under any plans of the Company in which Employee is a
participant to the full extent of Employee's rights under such plans, accrued
vacation pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the date of termination, but
Employee's estate shall not be paid any other compensation or reimbursement of
any kind, including without limitation, severance compensation.

                  2.6. VOLUNTARY TERMINATION. In the event of a Voluntary
Termination (as defined in Section 2.8 below), the Company shall pay to Employee
all accrued salary, bonus compensation to the extent earned, any benefits under
any plans of the Company in which Employee is a participant to the full extent
of Employee's rights under such plans, accrued vacation pay and any appropriate
business expenses incurred by Employee in connection with his duties hereunder,
all to the date of termination, but no other compensation or reimbursement of
any kind, including without limitation, severance compensation. Employee may
effect a Voluntary Termination by giving sixty (60) days' written notice of such
termination to the Company.

                  2.7. EMPLOYEE'S OBLIGATIONS UPON TERMINATION. Upon the
termination of Employee's employment for any reason, Employee shall within ten
(10) days of such termination return to the Company all personal property and
proprietary information in Employee's possession belonging to the Company.
Unless and until all such property and information is returned to the Company
(which shall be determined by the Company's standard termination and check-out
procedures), the Company shall have no obligation to make any payment of any
kind to Employee hereunder.

                  2.8. DEFINITIONS. For purposes of this Agreement the following
terms shall have the following meanings:

                  (a) "TERMINATION FOR CAUSE" shall mean termination by the
         Company of Employee's employment by the Company by reason of:

                                    (i)   Employee's  willful dishonesty 
                  towards, fraud upon, or deliberate injury or attempted injury
                  to, or breach of fiduciary duty to, the Company; or

                                    (ii)  Employee's material breach of this
                  Agreement, including any Exhibit hereto, or of any other
                  agreement to which Employee and the Company are parties; or

                                    (iii)   Drug or alcohol abuse; or

                                    (iv) Conduct by Employee, whether or not in
                  connection with the performance of the duties contemplated
                  hereunder, that would result in serious prejudice to the
                  interests of the Company if Employee were to continue to be
                  employed, including, without limitation, the conviction of a
                  felony or a good faith


                                       3


                  determination by the Board of Directors that Employee has
                  committed acts involving moral turpitude; or

                                    (v) Any material violation of any rule,
                  regulation or policy of the Company by Employee or Employee's
                  failure to follow reasonable instructions or directions of the
                  Chairman or the Board of Directors of the Company or any
                  policy, rule or procedure of the Company in force from time to
                  time.

                           (b) "TERMINATION AT WILL" shall mean termination by
         the Company of Employee's employment by the Company OTHER THAN (i)
         Termination for Cause, (ii) Termination by Reason of Disability (iii)
         Termination by reason of Death, and (iv) Voluntary Termination.

                           (c) "VOLUNTARY TERMINATION" shall mean termination by
         Employee of Employee's employment OTHER THAN (i) Termination by Reason
         of Disability and (ii) Termination by Reason of Death.

         3.       SALARY, BENEFITS AND BONUS COMPENSATION.

                  3.1. BASE SALARY. As payment for the services to be rendered
by Employee as provided in Section 1 and subject to the terms and conditions of
Section 2, the Company agrees to pay to Employee a "Base Salary" at the rate of
$325,000 per annum payable in accordance with the Company's regular payroll
practices. Such rate and Employee's performance shall be reviewed by the
Company's Board of Directors or, if instituted, the Compensation Committee of
the Company's Board of Director (the "Compensation Committee"), on an annual
basis, commencing January 1, 2002, for a determination of whether an adjustment
in Employee's Base Salary should be made, which adjustment shall be in the sole
discretion of the Company's Board of Directors or the Compensation Committee.

                  3.2. INCENTIVE COMPENSATION PLAN. Employee shall be entitled
to additional compensation pursuant to the Company's Incentive Compensation Plan
as in effect from time to time during the Term of this Agreement.

                  3.3. ADDITIONAL BENEFITS. During the Term of this Agreement,
Employee shall be entitled to the following fringe benefits:

                  (a) EMPLOYEE BENEFITS. Employee shall be eligible to
participate in such of the Company's benefit plans and programs as are now
generally available or later made generally available to management employees of
the Company, if any.

                  (b) VACATION. Employee shall be entitled to annual paid
vacation in accordance with the Company's policies in effect from time to time.

                  (c) REIMBURSEMENT FOR EXPENSES. The Company shall reimburse
Employee for reasonable and properly documented out-of-pocket business and/or
entertainment expenses incurred by Employee in connection with his duties under
this Agreement in accordance with the Company's reimbursement policy in effect
from time to time.



                                       4


         4.       SEVERANCE COMPENSATION.

                  4.1. SEVERANCE COMPENSATION IN THE EVENT OF A TERMINATION AT
WILL OR TERMINATION BY REASON OF DISABILITY. In the event Employee's employment
is terminated in a Termination At Will or a Termination by Reason of Disability,
Employee shall be paid severance compensation in accordance with the Severance
Compensation Plan described in EXHIBIT A hereto. Such compensation is the only
compensation to which Employee shall be entitled following a Termination At Will
or a Termination by Reason of Disability.

                  At Employee's option, Employee may, by delivery of a notice to
the Company within thirty (30) days following a Termination at Will or a
Termination by Reason of Disability, elect to receive from the Company the
amount that would otherwise be paid to Employee pursuant to the Severance
Compensation Plan described in EXHIBIT A in accelerated monthly payments equal
to Employee's current monthly compensation, discounted to take such acceleration
into account, such discount to be based on a discount rate equal to the interest
rate on 90-day U.S. Treasury bills, as reported in the Wall Street Journal (or
similar publication), on the date of delivery of the election notice (the
"Discount Rate").

                  The Company may, in the Company's sole discretion, if Employee
so requests within thirty (30) days following a Termination at Will or a
Termination by Reason of Disability, elect to pay to Employee a lump sum
severance payment by bank cashier's check equal to the present value of the flow
of cash payments that would otherwise be paid to Employee pursuant to the
Severance Compensation Plan. Such present value shall be determined as of the
date of payment and shall be based on the Discount Rate (as defined above) on
the date of payment. If the Company elects to make a lump sum severance payment,
the Company shall make such payment to Employee within ten (10) days following
the date on which the Company notifies Employee of its agreement to make a lump
sum payment.

                  4.2. NO SEVERANCE COMPENSATION UNDER OTHER TERMINATION. In the
event of a Voluntary Termination, Termination for Cause, or Termination by
Reason of Death, neither Employee nor his estate shall be paid any severance
compensation.

                  5. OTHER AGREEMENTS. Employee agrees that to induce the
Company to enter into this Agreement, he has concurrently executed and delivered
to the Company (a) an Employee Non-Disclosure Agreement and Proprietary Rights
Assignment dated as of even date herewith, in the form of EXHIBIT B hereto, and
(b) a Non-Solicitation and Non-Competition Agreement dated as of even date
herewith, in the form of EXHIBIT C hereto. Employee hereby covenants and agrees
to fully abide by each and every term of such agreements, and agrees and
understands that a breach or violation by Employee of any provision of either of
such agreements shall constitute grounds for Termination for Cause under Section
2.8(a)(ii) of this Agreement, and that no such termination shall limit or affect
any other rights and remedies of the Company arising out of or in connection
with any such breach or violation. The covenants on the part of Employee
contained in such agreements shall survive termination of this Agreement,
regardless of the reason for such termination. Employee hereby represents and
acknowledges that the Company is relying on the covenants contained in such
agreements in entering into this 


                                       5


Agreement, and that the terms and conditions of the covenants contained in such
agreements are fair and reasonable.

         6.       MISCELLANEOUS.

                  6.1. WAIVER. The waiver of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of the same or other provision hereof.

                  6.2. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement,
including the Exhibits, represents the entire understanding among the parties
with respect to the subject matter hereof, and this Agreement supersedes any and
all prior understandings, agreements, plans and negotiations, whether written or
oral with respect to the subject matter hereof including without limitation, any
understandings, agreements or obligations respecting any past or future
compensation, bonuses, reimbursements or other payments to Employee from the
Company. All modifications to this Agreement must be in writing and signed by
both parties hereto.

                  6.3. NOTICES. All notices and other communications under this
Agreement shall be in writing and shall be given by first class mail, certified
or registered with return receipt requested, and shall be deemed to have been
duly given three (3) days after mailing to the respective persons named below:

                  If to the Company:   Integrated Defense Technologies, Inc.
                                       c/o Veritas Capital Management, LLC
                                       660 Madison Avenue
                                       New York, New York  10021
                                       Attn:  Mr. Robert B. McKeon

                  If to Employee:      Thomas J. Keenan
                                       109 Remington Road
                                       Madison, Alabama  35758


Any part may change such party's address for notices by notice duly given
pursuant to this Section 6.3.

                  6.4. HEADINGS. The Section headings herein are intended for
reference and shall not by themselves determine the construction or
interpretation of this Agreement.

                  6.5. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

                  6.6. SEVERABILITY. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is invalid or
unenforceable, such provision shall be adjusted rather than voided, if possible,
and all other provisions of this Agreement shall be deemed valid and enforceable
to the extent possible.



                                       6


                  6.7. BENEFITS OF AGREEMENT. The provisions of this Agreement
shall be binding upon and inure to the benefit of the executors, administrators,
heirs, successors and assigns of the parties; provided, HOWEVER, that except as
herein expressly provided, this Agreement shall not be assignable either by the
Company (except to an affiliate of the Company) or by Employee.

                  6.8. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, all of which taken together shall constitute one and the same
Agreement.

                  6.9. WITHHOLDINGS. All compensation and benefits to Employee
hereunder shall be reduced by all federal, state, local and other withholdings
and similar taxes and payments required by applicable law.

                  6.10. REMEDIES. All rights and remedies of the Company
hereunder shall be cumulative and the exercise of any right or remedy shall not
preclude the exercise of another.

                  6.11. INTERPRETATION; REVIEW. Both parties to this Agreement
have been represented by counsel in the negotiation and execution of this
Agreement, and no inference shall be drawn against the drafting party. Employee
acknowledges that he has in fact reviewed and discussed this Agreement with his
counsel and that he understands and assents to the terms hereof.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day and year first above written.

                                            INTEGRATED DEFENSE
                                              TECHNOLOGIES, INC.


                                            By: /s/ Robert B. Mckeon
                                                --------------------------------
                                            Title:  Chairman


                                            EMPLOYEE:


                                            /s/ Thomas J. Keenan    
                                            ------------------------------------
                                            Thomas J. Keenan




                                       7



                                    EXHIBIT A
                           SEVERANCE COMPENSATION PLAN

If Employee is terminated in a Termination at Will or a Termination by Reason of
Disability, Employee shall be entitled to receive 66 2/3% of Employee's most
recent base weekly salary and insurance coverage (less any state unemployment or
any other compensation earned from alternative employment and less any
disability insurance proceeds) in accordance with the following schedule:

o        1 to 3 years of continuous corporate service:        2 weeks
o        4 years of continuous corporate service:             4 weeks
o        5 to 9 years of continuous corporate service:        8 weeks
o        10 to 14 years of continuous corporate service:      13 weeks
o        15 to 19 years of continuous corporate service:      20 weeks
o        20 or more years of continuous corporate service:    26 weeks




                                    EXHIBIT B

                  FORM OF EMPLOYEE NON-DISCLOSURE AGREEMENT AND
                          PROPRIETARY RIGHTS ASSIGNMENT





                        EMPLOYEE NON-DISCLOSURE AGREEMENT
                        AND PROPRIETARY RIGHTS ASSIGNMENT

         In return for new or continued employment by Integrated Defense
Technologies, Inc., (the "COMPANY"), the undersigned, Thomas J. Keenan, agrees
as follows:

         1. I agree to promptly disclose and describe to the Company all ideas,
inventions, improvements, discoveries, enhancements, modifications, technical
developments, and works of authorship (including all writings, computer
programs, software and firmware), whether or not patentable or copyrightable,
and whether in oral, written, or in machine readable form, which relate to or
are useful to the business of the Company and/or its subsidiaries as presently
conducted or as it may be conducted in the future, which are conceived, reduced
to practice, or authored by me, solely or jointly with others, at any future
time within the scope of my employment or with the use of the Company's time,
material, facilities or funds (the "WORK PRODUCT").

         2. I hereby assign to the Company my entire right to all of the Work
Product and agree that the Work Product is and will be the sole and exclusive
property of the Company. I will not, however, be required to assign to the
Company any invention that I developed entirely on my own time without using the
Company's funds, equipment, materials or facilities, unless such invention
either: (i) relates to the business of the Company and/or its subsidiaries or
actual or demonstrably anticipated research or development of the Company and/or
its subsidiaries, or (ii) results from or is related to or suggested by any
Company research, development or other activities, including without limitation
any work performed by me for the Company and/or its subsidiaries. I agree to
take any acts and to execute any documents that the Company reasonably requests
in order to evidence any assignment that I am required to make under this
paragraph. Except for any written agreement between me and the Company, I will
not be entitled to any royalty, commission, or other payment or license or right
with respect to the Work Product.

         3. No Work Product will be made available by me to others during or
following the term of my employment unless the Company consents in writing.

         4. I hereby grant and agree to grant to the Company and its
subsidiaries the right to obtain, for their benefit and in their names, patents
and patent applications (including without limitation original, continuation,
reissue, utility and design patents, patents of addition, confirmation patents,
registration patents, utility models, etc., and all other types of patents and
the like, and all renewals and extensions of any of them) for the Work Product
in all countries.

         5. Both during and after the term of my employment, I will maintain in
confidence, and will not disclose or use or retain for my benefit or the benefit
of anyone other than the Company any secret, proprietary or confidential
information or trade secrets or know-how belonging to or in the possession of
the Company and/or its subsidiaries (the "PROPRIETARY INFORMATION"), except to
the extent required to perform my assigned duties on behalf of the Company in my
capacity as an employee of the Company. The Proprietary Information which I
agree to maintain in confidence includes, but is not limited to, technical and
business information relating to the Company's inventions or products, research
and development, finances, customers, marketing, future business plans,
machines, equipment, services, systems, supply 



sources, cost of operations, business dealings, pricing methods, regulatory
matters, software, contracts, contract performance, formulae, processes,
business methods, and any information belonging to customers and suppliers of
the Company and/or its subsidiaries which may have been disclosed to me as the
result of my being as an employee of the Company. My promise to maintain the
confidentiality of the Proprietary Information will apply whether or not the
Proprietary Information is in written or permanent form, whether or not it was
developed by me or by others employed by the Company and/or its subsidiaries or
was obtained by the Company and/or its subsidiaries from third parties, and
whether or not the Proprietary Information has been identified by the Company as
secret or confidential.

         6. All records, reports, notes, compilations or other recorded matter,
and any copies or reproductions thereof, that relate to the operations,
activities, or business of the Company and its subsidiaries, which were made or
received by me during the term of my employment (the "COMPANY MATERIALS") are
and shall continue forever to be the Company's exclusive property, and I will
keep the same at all times in the Company's custody and subject to its control.
Upon termination of my employment or at the request of the Company before
termination, I will deliver to the Company all written and tangible material in
my possession incorporating the Work Product, the Proprietary Information and
the Company Materials.

         7. I agree to cooperate with the Company or it designees, both during
and after the term of my employment, in procuring, maintaining and protecting
the Company's rights in the Work Product and the Proprietary Information,
including without limitation patents and copyrights. I will sign all papers
which the Company deems necessary or desirable for the procurement, maintenance
and protection of such rights. I will keep and maintain adequate and current
written records of all Work Product in the form of notes, sketches, drawings, or
reports related to the Work Product in the manner and form requested by the
Company, and such records shall be and remain the property of the Company and be
available to the Company at all times.

         8. There is no other contract or duty on my part now in existence to
assign Work Product or that is inconsistent with this Agreement. I will not
disclose or induce the Company to use or bring onto the Company's premises any
confidential information or material that I am now aware of or become aware of
which belongs to anyone other than the Company. During my employment by the
Company, I will not accept or engage in any employment, consulting, or other
activity (a) detrimental or incompatible with my obligations to the Company,
including without limitation my obligations under this Agreement, or (b) in any
business competitive with the Company's business as it is presently conducted or
as it may be conducted at any future time during my employment.

         9. I acknowledge that my obligations and promises under this Agreement
are of a unique and intellectual character which give them particular value. A
breach of any of the promises or agreements contained herein will result in
irreparable and continuing damage to the Company for which there will be no
adequate remedy at law, and I agree that in addition to any other rights and
remedies of the Company for such breach (including without limitation remedies
under the Alabama Trade Secrets Acts and monetary damages, if appropriate), the
Company is entitled to injunctive relieve and/or a decree for specific
performance without the necessity of proving actual damages to the Company if I
breach this Agreement. All rights and remedies of 


                                       2


the Company for a breach by me of this Agreement shall be cumulative and the
exercise of any right or remedy by the Company will not preclude the exercise of
another.

         10. Unless there is a written employment agreement for a specified term
in effect between me and the Company, my employment may be terminated at any
time, with or without cause, by me or the Company; however, such termination
will not affect the Company's rights or my obligations under this Agreement.
This Agreement represents the entire understanding between me and the Company as
to the subject matter hereof. This Agreement may not be modified or amended
except in a written document signed by me and the Company. This Agreement shall
inure to the benefit of the Company's successors and assigns and shall be
binding on my heirs, administrators and legal representatives.

         11. If the Company waives a breach by me of any provision of this
Agreement, such waiver shall not operate or be construed as a waiver of any
other or subsequent breach by me. If any provision of this Agreement is held to
be invalid, void, or unenforceable, the remaining provisions shall nevertheless
continue in full force and effect without being impaired or invalidated in any
way.

         12. I agree that my promises contained in this Agreement are a material
inducement to the Company's giving me employment, that the matters I have agreed
to are fair and reasonable under the circumstances, that any Proprietary
Information I receive during the course of my employment may affect the
effective and successful conduct of the Company's business and goodwill, and
that the Proprietary Information is provided to me in confidence due to my
employment and my need to know such information in order to completely and
competently perform my duties and obligations on behalf of the Company.

         13. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York.

Dated as of January 1, 2001


                                                 /s/ Thomas J. Keenan
                                                 -------------------------------
                                                     Thomas J. Keenan


                                       3




                                    EXHIBIT C

             FORM OF NON-SOLICITATION AND NON-COMPETITION AGREEMENT





                 NON-SOLICITATION AND NON-COMPETITION AGREEMENT

         This NON-SOLICITATION AND NON-COMPETITION AGREEMENT ("Agreement") is
made and entered into as of this 1st day of January, 2001, by THOMAS J. KEENAN
("Employee") in favor and for the benefit of INTEGRATED DEFENSE TECHNOLOGIES,
INC., a Delaware corporation (the "Company").

                                     RECITAL

         In order to induce the Company to enter into and perform that certain
Employment Agreement dated as of even date herewith between the Company and
Employee (the "EMPLOYMENT AGREEMENT", capitalized terms used but not defined
herein being used herein as therein defined), and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
Employee hereby agrees as follows:

         1. NON-SOLICITATION; NON-COMPETITION. During the Term of employment (as
it may be extended from time to time under the Employment Agreement) and for a
period of one (1) year thereafter (the Term of employment and said one year
being the "NON-COMPETITION PERIOD"), Employee shall not, without the Company's
prior written consent, directly or indirectly, (a) call on any person or entity
who, at the time of such call, is a customer of the Company and/or any of its
subsidiaries, with respect to the purchase of any goods or services which are,
at the time, being offered by the Company and/or any of its subsidiaries or
which are under development by the Company and/or any of its subsidiaries at the
time of Employee's employment, (b) solicit or induce or attempt to solicit or
induce any customer of the Company and/or any of its subsidiaries to reduce, or
take any action which would reduce, its business with the Company and/or any of
its subsidiaries, (c) solicit or attempt to solicit any employees of the Company
and/or any of its subsidiaries to leave the employ of the Company and/or any of
its subsidiaries, or (d) hire any employees or former employees of the Company
and/or any of its subsidiaries or cause any entity with which Employee is
affiliated or in which Employee owns an equity interest to hire any such
employees or former employees. As used herein, the term "former employee" means
a person who has been an employee of the Company and/or any of its subsidiaries
within the twelve-month period prior to the date of determination.

         2. NOTICE OF SUBSEQUENT EMPLOYMENT. Employee agrees that during the
Non-Competition Period Employee will keep the Company informed of the names and
addresses of all persons, firms or corporations by or for whom he is employed
from time to time, or for whom he acts as agent or consultant or in whom he may
own any one percent (1%) or more equity interest; and Employee also agrees that
if, during such time, he conducts any business on his own account, or as a
partner or co-venturer, he shall keep the Company informed of that fact and of
the nature, names and addresses of such business as conducted from time to time.

         3. BREACH. Employee agrees that a remedy at law for breach of the
covenants contained herein would be inadequate, that the Company would suffer
irreparable harm as a result of such breach and that in addition to any other
rights and remedies of the Company for such breach, the Company shall be
entitled to apply to a court of competent jurisdiction for temporary and
permanent injunction or an order for specific performance of such covenants



without the necessity of proving actual damage to the Company, and, if the
Company prevails, to recover from Employee all costs of any such action brought
by the Company, including without limitation reasonable attorneys' fees and
expenses.

         4. ENFORCEMENT. It is the desire and intent of Employee that the
covenants of Employee contained herein shall be enforced to the fullest extent
permissible under the laws and public policies of each jurisdiction in which
enforcement is sought. If any particular provision(s) of this Agreement shall be
adjudicated to be invalid or unenforceable, such provision(s) shall be deemed
amended to provide restrictions to the fullest extent permissible, consistent
with applicable law and policies, and such amendment shall apply only with
respect to the particular jurisdiction in which such adjudication is made. If
such deemed amendment is not allowed by the adjudicating body, the offending
provision shall be deleted and the remainder of this Agreement shall not be
affected. This Agreement shall be in addition to and not in lieu of any other
noncompetition or similar covenants of Employee entered into prior to or after
the date hereof (unless otherwise provided in a written agreement signed by the
Company).

         5. MISCELLANEOUS.

         5.1. WAIVER. The waiver of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent breach
of the same or other provision hereof.

         5.2. MODIFICATION; AMENDMENT. Any modification or amendment to this
Agreement must be in writing and signed by the Company and Employee.

         5.3. NOTICES. All notices and other communications under this Agreement
shall be in writing and shall be given as specified in Section 6.3 of the
Employment Agreement.

         5.4. HEADINGS. The Section headings herein are intended for reference
and shall not by themselves determine the construction or interpretation of this
Agreement.

         5.5. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.

         5.6. SEVERABILITY. Should a court or other body of competent
jurisdiction determine that any provision of this Agreement is excessive in
scope or otherwise invalid or unenforceable, such provision shall be adjusted
rather than voided, if possible, and all other provisions of this Agreement
shall be deemed valid and enforceable to the extent possible.

         5.7. BENEFITS OF AGREEMENT. The provisions of this Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of
Employee, and shall inure to the benefit of the Company and its successors and
assigns.

         5.8. REMEDIES. All rights and remedies of the Company hereunder shall
be cumulative and the exercise of any right or remedy shall not preclude the
exercise of another.




         5.9. INTERPRETATION; REVIEW. Employee acknowledges that he has in fact
reviewed and discussed this Agreement with his counsel and that he understands
and voluntarily agrees to all of the terms hereof.

         IN WITNESS WHEREOF, the undersigned Employee has executed this
Agreement effective as of the day and year first above written.

                                                 /s/ Thomas J. Keenan
                                                 -------------------------------
                                                     Thomas J. Keenan