MATERIAL CONTRACTS

MATERIAL CONTRACTS

Exhibit 10 is:

        (1)  Employment Agreement between Xxxxx X. Xxxxxx and the Company.

        (2)  First Amendment to Employment Agreement between Xxxxx X. Xxxxxx and the Company.

        (3)  Second Amendment to Employment Agreement between Xxxxx X. Xxxxxx and the Company:

        (4)  Change of Control Agreement between Xxxxxx Xxxxx and the Company.

        (5)  Change of Control Agreement between Xxxx Xxxxxx and the Company.

        (6)  Change of Control Agreement between Xxxxx X. XxXxxxxxxx and the Company.

        (7)  2001 Stock Incentive Plan.

Exhibit 10, Item (1) is incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 1997.

Exhibit 10, Items (2), (4) and (5) are incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 1998.

Exhibit 10, Item (3) is incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 2001.

Exhibit 10, Item (6) is incorporated by reference to Annual Report on Form 10-K filed with the Commission for Registrant's fiscal year ended November 30, 2000.

Exhibit 10, Item (7) is incorporated by reference to Registration Statement No. 333-61816 on Form S-8 filed with the Commission on May 29, 2001.

EXHIBIT 10