EMPLOYEE REIMBURSEMENT AGREEMENT

                The undersigned employee of _________________________,

        (Company), agrees to repay to the Company all compensation

        payments or reimbursements that are disallowed, in whole or in

        part, as a deductible expense by the Internal Revenue Service.

        The reimbursement shall be made to the full extent of the

        disallowance.

                Signed and sealed this ________ day of _________, 19__.

                                        _______________________________