EXHIBIT 10.19 James P. McDermott, Michael J. Prager and Scott D. Silverman are parties to an Executive Retention Agreement on substantially similar terms as Exhibit 10.18.

                                                                   EXHIBIT 10.19


     Xxxxx X. XxXxxxxxx, Xxxxxxx X. Xxxxxx and Xxxxx X. Xxxxxxxxx are parties to
an Executive  Retention  Agreement  on  substantially  similar  terms as Exhibit
10.18.