MANAGING DIRECTOR'S AGREEMENT
Agreement made as of September 11, 1997, by and between Michaelson Kelbick Partners Inc., a New York
corporation with offices at 335 Madison Avenue, 8th Floor, New York, New York 10017(the "Corporation")
and Susan Michaelson, residing at 684 Hill Farm Road, Fairfield, Connecticut 06430 ("Susan").
W I T N E S S E T H:
Whereas, the Corporation desires to continue to engage the services of Susan as a Managing Director of the
Corporation for a three (3) year period commencing on September 11, 1997 (the "Term"); and
Whereas, Susan is willing to continue such employment by the Corporation for the Term on the terms and
conditions set forth herein.
Now, therefore, in consideration of the premises, the mutual covenants hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
1. Employment. The Corporation hereby continues its employment of Susan for the Term and Susan hereby
accepts such employment upon the terms and conditions hereinafter set forth.
2. Term. The Term of this agreement is three (3) years, commencing on September 11, 1997 and ending on
September 10, 2000, unless earlier terminated by the Corporation or by Susan in accordance with the provisions
hereof. This agreement shall be automatically renewed for periods of one (1) year each (the "Renewal Term")
unless either party shall give the other notice of her or its desire to terminate this agreement no later than on the
June 1st immediately preceding the expiration of the then current term, in which event Susan's employment shall
terminate at the end of the Term or the applicable Renewal Term, as the case may be. The Term and the
Renewal Term are hereinafter collectively referred to as the Term. If Susan has not given notice to the
Corporation on or before June 1, 2000 that she elects not to renew this agreement at the expiration of the Term
and the Corporation gives notice to Susan that it elects n