Common use of Forgiveness Clause in Contracts

Forgiveness. The Loan, and Borrower's obligation to repay all ----------- outstanding Principal and accrued interest thereunder, shall be forgiven and cancelled by Lender and the Note shall be cancelled on October 29, 2002 if Borrower is employed by Lender on October 29, 2002, or earlier upon the date of the termination of Borrower's employment with Lender prior to October 29, 2002 if such termination is by Lender without Cause (as defined below), by Borrower for Good Reason (as defined below) or by reason of Borrower's death or Disability (as defined below). In addition, if the Loan is forgiven pursuant to the preceding sentence and if Borrower is employed by Lender on October 29, 2002 and continues to be employed by Lender, on April 1, 2003, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan, Lender shall pay Borrower an additional payment (the "Gross-Up Payment") in an amount required to fully reimburse Borrower with respect to all federal, state and local income taxes and employment taxes with respect to the forgiveness of the Loan and with respect to such taxes, such that upon receipt of the Gross-Up Payment Borrower shall have no remaining obligations with respect to such taxes. In addition, the Loan shall be forgiven by Lender on the date of a Change of Control (as defined below) of Lender if Borrower is employed by Lender on such date and Lender shall pay Borrower the Gross-Up Payment with respect to the forgiveness of the Loan on April 1, of the year following the year of the Change of Control, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan.

Forgiveness. The Loan, and Borrower's obligation to repay all ----------- outstanding Principal and accrued interest thereunder, shall be forgiven and cancelled by Lender and the Note shall be cancelled on October 29, 2002 if Borrower is employed by Lender on October 29, 2002, or earlier upon the date of the termination of Borrower's employment with Lender prior to October 29, 2002 if such termination is by Lender without Cause (as defined below), by Borrower for Good Reason (as defined below) or by reason of Borrower's death or Disability (as defined below). In addition, if the Loan is forgiven pursuant to the preceding sentence and if Borrower is employed by Lender on October 29, 2002 and continues to be employed by Lender, on April 1, 2003, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan, Lender shall pay Borrower an additional payment (the "Gross-Up Payment") in an amount required to fully reimburse Borrower with respect to all federal, state and local income taxes and employment taxes with respect to the forgiveness of the Loan and with respect to such taxes, such that upon receipt of the Gross-Up Payment Borrower shall have no remaining obligations with respect to such taxes. In addition, the Loan shall be forgiven by Lender on the date of a Change of Control (as defined below) of Lender if Borrower is employed by Lender on such date and Lender shall pay Borrower the Gross-Up Payment with respect to the forgiveness of the Loan on April 1, of the year following the year of the Change of Control, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan.

Forgiveness. The Loan, and Borrower's obligation to repay all ----------- outstanding Principal and accrued interest thereunder, shall be forgiven and cancelled by Lender and the Note shall be cancelled on October 29February 3, 2002 2003 if Borrower is employed by Lender on October 29February 3, 20022003, or earlier upon the date of the termination of Borrower's employment with Lender prior to October 29February 3, 2002 2003 if such termination is by Lender without Cause (as defined below), by Borrower for Good Reason (as defined below) or by reason of Borrower's death or Disability (as defined below). In addition, if the Loan is forgiven pursuant to the preceding sentence and if Borrower is employed by Lender on October 29February 3, 2002 2003 and continues to be employed by Lender, on April 1, 20032004, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan, Lender shall pay Borrower an additional payment (the "Gross-Up Payment") in an amount required to fully reimburse Borrower with respect to all federal, state and local income taxes and employment taxes with respect to the forgiveness of the Loan and with respect to such taxes, such that upon receipt of the Gross-Up Payment Borrower shall have no remaining obligations with respect to such taxes. In addition, the Loan shall be forgiven by Lender on the date of a Change of Control (as defined below) of Lender if Borrower is employed by Lender on such date and Lender shall pay Borrower the Gross-Up Payment with respect to the forgiveness of the Loan on April 1, of the year following the year of the Change of Control, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan.

Forgiveness. The Loan, and Borrower's obligation to repay ----------- all ----------- outstanding Principal and accrued interest thereunder, shall be forgiven and cancelled by Lender and the Note shall be cancelled on October 29May 18, 2002 2003 if Borrower is employed by Lender on October 29May 18, 20022003, or earlier upon the date of the termination of Borrower's employment with Lender prior to October 29May 18, 2002 2003 if such termination is by Lender without Cause (as defined below), by Borrower for Good Reason (as defined below) or by reason of Borrower's death or Disability (as defined below). In addition, if the Loan is forgiven pursuant to the preceding sentence and if Borrower is employed by Lender on October 29May 18, 2002 2003 and continues to be employed by Lender, on April 1May 18, 20032004, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan, Lender shall pay Borrower an additional payment (the "Gross-Up Payment") in an amount required to fully reimburse Borrower with respect to all federal, state and local income taxes and employment taxes with respect to the forgiveness of the Loan and with respect to such taxes, such that upon receipt of the Gross-Up Payment Borrower shall have no remaining obligations with respect to such taxes. In addition, the Loan shall be forgiven by Lender on the date of a Change of Control (as defined below) of Lender if Borrower is employed by Lender on such date and Lender shall pay Borrower the Gross-Up Payment with respect to the forgiveness of the Loan on April 1May 16, of the year following the year of the Change of Control, or such earlier date as Borrower shall be required to pay federal, state or local income taxes with respect to the forgiveness of the Loan.