THIS AGREEMENT, made and entered into as of the _____ day of February 1992, by and between COMPANY. (the "Company"), a corporation, and EMPLOYEE, a natural person of legal age residing at ADDRESS ("Employee");

W I T N E S S E T H:

WHEREAS, the Employee has been employed as the TITLE of the Company for a period of NUMBER (X) years; and

WHEREAS, the Employee and the Company desire to settle fully and finally all differences between them, to facilitate the EmployeeÕs separation and retirement and allow for an orderly transition by the Company.

NOW, THEREFORE, in consideration of the mutual Agreement and covenants contained herein, the parties do hereby mutually agree as follows:

The Company hereby employs the Employee and the Employee hereby accepts employment upon the terms and conditions hereinafter set forth.

The term of Employee's employment shall begin on the date hereof and shall terminate on June 30, 1992.

The Employee is engaged to and shall render services as TITLE of the Company. He shall be responsible for the operation of the Company and for advising and making recommendations to the Board of Directors with respect to the best interest of the Company.

Throughout the period of employment, the EmployeeÕs compensation, including benefits and commissions on new memberÕs fees, will remain as they are at the time of the execution of this Agreement.

Notwithstanding the provisions of Articles 2, 3 and 4 of this Agreement, the Employee shall take a paid leave of absence commencing on March 7, 1992 through June 30, 1992 during which time he shall for all purposes be an employee of the Company for the purposes of Article 4 of this Agreement.

In addition to employing Employee until June 30, 1992, Company hereby agrees to pay Employee a settlement in compensation for the emotional distress and other damages including attorney fees he has suffered in the amount of AMOUNT in twelve (12) equal monthly installments of AMOUNT commencing on July 1, 1992 and ending on June 1, 1993 without setoff or further demand by Employee.

It is agreed that each of the parties will bear the costs and fees of their respective attorneys.

It is acknowledged by the parties that the structure of this settlement payment is in recognition of the fact that Company could not afford to pay the settlement in one lump sum and remain solvent.

The execution of this Agreement effects the settlement of claims which are contested and denied. Nothing herein contained shall be construed as an admission by any party hereto of any liability of any kind to the other party.

The parties understand and agree that this is a full and final release applying not only to all claims that are presently known, anticipated or disclosed to Employee, but also to all claims that are presently unknown, unanticipated, and undisclosed to Employee. Employee hereby waives any and all rights or benefits that he may now have, or may have in the future. Employee hereby irrevocably and unconditionally releases and forever discharges the Company and each an all of its officers, agents, directors, supervisors, employees, representatives and their successors and assigns and all persons acting by, through, under, or in concert with any of them from any and all charges, complaints, claims, and all causes of action of any kind or nature whatsoever, known or unknown, suspected or unsuspected, and hereinafter referred to as "claim" or "claims", which Employee at any time heretofore had or claimed to have or which Employee at any time hereafter may have or claim to have, including, without limitation, claims based on Massachusetts common law, claims based on the Age Discrimination in Employment Act or any other federal or state discrimination statutes, or any and all claims in any manner related to Employees's employment with the Company or his retirement therefrom.

The parties understand the word "claims" to include all actions, claims, and grievances, whether actual or potential, known or unknown, and specifically, but not exclusively, all claims arising out of Employee's employment with the Company and his retirement. All such claims are forever barred by this Agreement and without regard to whether those claims are based on any alleged breach of a duty arising in contract or tort, any alleged unlawful act, any other claim or cause of action, and regardless of the form in which such claims might be brought.

It is expressly understood and agreed that should the Company, for any reason, fail to fully comply with the terms of this Agreement, the Employee may pursue legal claims against the Company or its successor for specific performance of this Agreement. However, as to the CompanyÕs officers, agents, directors, supervisors, employees or representatives, this release will remain in full force and effect, irrespective of whether the Company fully satisfies its obligations as set forth in this Agreement. It is further expressly understood that all financial obligations under this Agreement are exclusively the obligation of the Company and cannot be imputed to any current or former board member, officer or agent of the Company.

Employee acknowledges that the Company has requested that he review all aspects of this Agreement with his attorney, that he has reviewed all aspects of this Agreement with his attorney, that he has carefully read and fully understands all the provisions of this Agreement, and that he is voluntarily entering into this Agreement.

Employee acknowledges that he is aware of his rights under the Age Discrimination in Employment Act of 1965, pursuant to which he is (1) given a period of at least twenty-one days within which to consider this Agreement; and (2) for a period of at least seven days following the execution of this Agreement, he is given the right to revoke this Agreement, and this Agreement shall not become effective or enforceable until the seven day revocation period has expired.

The parties agree that this Agreement, all of its provisions, and the contents of any negotiations that lead to this Agreement shall remain confidential among the parties, except as necessary it may be shared with the parties accountants or lawyers or disclosed pursuant to court order after reasonable notice to the other party.

This Agreement and the covenants and conditions herein contained shall apply to, be binding upon, and inure to the benefit of the respective heirs, administrators, executors, legal representatives, assignees, successors, and agents of the parties to this Agreement. It is specifically agreed and understood that:

Any notice required or permitted to be given under this Agreement shall be sufficient if in writing, and if sent by registered mail to his residence in the case of the Employee, or to its principal office in Northampton, Massachusetts in the case of the Company.

The waiver by either party of a breach by the other party of any provisions of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto,their respective heirs, representatives, successors and assigns, but shall not be assignable by the Company without the prior written consent of the Employee.

This Agreement shall be deemed to express, embody and supersede all previous understandings, agreements and commitments, whether written or oral, between the parties hereto with respect to the subject matter hereof and fully and finally to set forth the entire agreement between the parties hereto. No modifications shall be binding unless stated in writing and signed by both parties hereto with the approval of the Board of Directors of the Company.

The parties acknowledge that no promises or representations have been made to procure this Agreement that are not contained in this Agreement. This Agreement shall be construed in accordance with and interpreted under the terms of Massachusetts Law. This Agreement is deemed to be jointly prepared by the parties hereto, and the language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning, and not strictly for or against any party.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement under seal as of the day and year first above written and the Company and the person signing on its behalf hereby warrant that they are fully authorized to do so.