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 _________, 20__.


         
                                        _______________________________



                                                        Form 412