OFFER OF EMPLOYMENT



                                        Date:


        To:



        Dear:

                We are pleased to offer you employment with our firm in 
        the position of _______________, commencing _________, 20__.  

                Your rate of compensation shall be $___________ per 
        _________________.  You will receive the following "fringe 
        benefits": 

                If you decide to accept the written offer, please sign 
        the enclosed copy of this letter and return same as soon as 
        possible in the self addressed (stamped) envelope enclosed for 
        your convenience.  

                On behalf of our firm, let me congratulate you and 
        express our hopes that you will accept the within offer, as set 
        forth above.  

                                        Very truly yours, 


                                        ______________________________ 



        ACCEPTED: 


        __________________________ 

                                                        Form 402