MEDICAL CARE PLAN
                     MINUTES OF SPECIAL MEETING OF DIRECTORS

                                        OF

                            _________________________


                A special meeting of the Board of Directors of the 
        Corporation was held on _____________________, 20__ at _______.M 
        at _______________________________________________________.  

                All of the Directors being present, it was moved to 
        approve and adopt a medical care expense reimbursement plan.  A 
        copy of the plan was presented to those present and upon motion 
        duly made, seconded and unanimously voted, it was 

                VOTED, that the "Medical Care Reimbursement Plan" 
                presented to the meeting is hereby approved and adopted, 
                that a copy of the plan shall be attached to these 
                minutes, and that the proper officers of the Corporation 
                are hereby authorized to take whatever action is 
                necessary to implement the plan, and it is further 

                VOTED, that the signing of these minutes by the Directors 
                shall constitute full ratification thereof and waiver of 
                notice of the meeting by the signatories.  

                There being no further business to come before the 
        meeting, upon motion duly made, seconded and unanimously voted, 
        the meeting was adjourned.  


                                        ______________________________ 
                                        Secretary 



        ______________________________  ______________________________ 
        Chairman                        Director 



        _____________________________   ______________________________ 
        Director                        Director 

                                                         Form 516 

                                                        



                        MEDICAL CARE REIMBURSEMENT PLAN OF 
                               ___________________

        1.  BENEFITS


                  The Corporation will reimburse all eligible
        employees for expenses incurred by themselves and their 
        dependents, as defined in IRC #152, as amended, for medical care, 
        as defined in IRC #213(e), as amended, subject to the conditions 
        and limitations as hereinafter set forth.  It is the intention of 
        the Corporation that the benefits payable to eligible employees 
        hereunder shall be excluded from their gross income pursuant to 
        IRC #105, as amended.

        2.  ELIGIBILITY



        3.  LIMITATIONS

                (a)  The Corporation shall reimburse any eligible 
        employee not more than $____________ in any fiscal year for 
        medical care expenses.

                (b)  Reimbursement or payment provided under this Plan 
        shall be made by the Corporation only in the event and to the 
        extent that such reimbursement or payment is not provided under 
        any insurance policy(ies), whether owned by the Corporation or 
        the employee, or under any other health and accident or wage 
        continuation plan.  In the event that there is such an insurance 
        policy or plan in effect, providing for reimbursement in whole or 
        in part, then to the extent of the coverage under such policy or 
        plan, the Corporation shall be relieved of any and all liability 
        hereunder.

        4.  SUBMISSION OF PROOF

                Any eligible employee applying for reimbursement under 
        this Plan shall submit to the Corporation, at least quarterly, 
        all bills for medical care, including premium notices for 
        accident or health insurance, for verification by the Corporation 
        prior to payment.  Failure to comply herewith, may at the 
        discretion of the Corporation, terminate such eligible employee's 
        right to said reimbursement.

        5.  DISCONTINUATION

                This Plan shall be subject to termination at any time by 
        vote of the Board of Directors of the Corporation; provided, 
        however, that medical care expenses incurred prior to such 
        termination shall be reimbursed or paid in accordance with the 
        terms of this Plan.
  
        6.  DETERMINATION

                The president shall determine all questions arising from 
        the administration and interpretation of the Plan except where 
        reimbursement is claimed by the president.  In such case 
        determination shall be made by the Board of Directors.


                                        Adopted by the Board of Directors
                                        on __________, 20__
        
          

                                        _________________________________
                                        Secretary


                                                        Form 516