Appendix X: Certificate of Exemption from Withholding

            CERTIFICATE OF EXEMPTION FROM WITHHOLDING IN LIEU OF W-4

        Consistent and  in pari  materia  with  Section  3402(n)  of  the
        Internal Revenue  Code, shown herewith, I hereby certify to being
        EXEMPT by law from all federal income tax withholdings because:

        A.   No liability  for income  tax has knowingly been incurred by
             me under Subtitle A in the past year or in previous years.

        B.   No liability for income tax will knowingly be incurred by me
             under Subtitle A in the current year or in future years.

        Effective immediately, stop all federal tax withholdings.

        Thank you for your consideration.

        With Explicit Reservation of All My Unalienable Rights
        and  Without Prejudice to Any of My Unalienable Rights


        Signed: _________________________________________________________

        Name: ___________________________________________________________

        Address: ________________________________________________________

        County of: ______________________________________________________

        State of: _______________________________________________________


                     California All-Purpose Acknowledgement

        CALIFORNIA STATE/REPUBLIC       )
                                        )
        COUNTY OF MARIN                 )

             On the  ________ day  of  ____________,  199_  Anno  Domini,
        before me personally appeared John Q. Doe, personally known to me
        (or proved to me on the basis of satisfactory evidence) to be the
        Person whose  name is  subscribed to  the within  instrument  and
        acknowledged to  me that  he executed  the same in His authorized
        capacity, and  that by  His  signature  on  this  instrument  the
        Person, or  the entity  upon behalf  of which  the Person  acted,
        executed the  instrument.    Purpose  of  Notary  Public  is  for
        identification only,  and  not  for  entrance  into  any  foreign
        jurisdiction.

        WITNESS my hand and official seal.



        _____________________________________
        Notary Public


        Internal Revenue Code, Section 3402(n):

        (n)  Employees Incurring No Income Tax Liability. --

             Notwithstanding any  other provision  of  this  section,  an
             employer shall  not be  required to  deduct and withhold any
             tax under  this chapter  upon  a  payment  of  wages  to  an
             employee if  there is in effect with respect to such payment
             a  withholding  exemption  certificate  (in  such  form  and
             containing such  other  information  as  the  Secretary  may
             prescribe)  furnished   to  the  employer  by  the  employee
             certifying that the employee --


             (1)  incurred no  liability for  income  tax  imposed  under
                  Subtitle A for his preceding taxable year, and

             (2)  anticipates that  he will incur no liability for income
                  tax imposed  under Subtitle  A for  his current taxable
                  year.


             The  Secretary   shall  by   regulations  provide   for  the
             coordination of  the provisions  of this subsection with the
             provisions of subsection (f).

                                                            [IRC 3402(n)]


        IRS Form 8233:
        EXEMPTION FROM WITHHOLDING OF COMPENSATION FOR PERSONAL SERVICES

        IRS Form  8233 is  an alternative  to a  CERTIFICATE OF EXEMPTION
        FROM WITHHOLDING  IN LIEU  OF W-4.  The following is the abstract
        describing Form 8233 in the IRS Printed Product Catalog:


             8233                      62292K                      (Each)

             Exemption from  Withholding  of  Compensation  for  Personal
             Services

             Used by  non resident  alien individuals  to claim exemption
             from  withholding  on  compensation  for  personal  services
             because of  an income  tax treaty  or the personal exemption
             amount.  D:R:FP:F  Tax Related Public Use

                                            [IRS Printed Product Catalog]
                                        [Document 7130, Rev. 6-89, p. 66]