Appendix X
                                
            Certificate of Exemption from Withholding








































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                                                The Federal Zone:


Reader's Notes:























































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                                                       Appendix X


    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


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                                                The Federal Zone:


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]
                                                                 
                                                                 
                                                                 
                                                                 
                                                                 


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