The undersigned of ______________, being a stockholder of 
        ______________________ Inc., does hereby constitute and appoint 
        as the lawful attorney, agent and proxy of the undersigned the 
        following named person:__________________ for a period of 
        ______________ from the date hereof, to represent the undersigned 
        at any and all stockholders meetings of ____________________ 
        Inc., and at any adjournment thereof, within ____________ from the 
        date hereof, to act for and in the name, place and stead of the 
        undersigned on all matters and things which may be presented for 
        action or consideration at such meetings, giving and granting 
        unto said attorney and proxy as full power in all respects as the 
        undersigned could exercise if present in person.  
                The undersigned hereby ratifies all that his attorney and 
        proxy may or shall lawfully do in voting at any such meetings, or 
        at any adjournment or adjournments thereof, within the period of 
        time specified, in respect of all matters, proposals and 
        questions that may properly come before the stockholders for 
        consideration and action.


        ________________________________    __________________________

                                                        Form 618


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