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]