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                                   EXHIBIT 10.58
                                          
               BOARD POLICY REGARDING TAXATION OF NONQUALIFIED OPTION
                                          
                     EXERCISE UPON AND AFTER CHANGE OF CONTROL


BACKGROUND: The Company has issued to its directors and/or executive officers
certain nonqualified options in Company stock.  The recipient of a nonqualified
option grant can expect to realize income taxable at ordinary income rates under
Section 83(a) of the Internal Revenue Code.  This taxation is normally triggered
upon exercise or other disposition of the option(s) under Treasury Regulation
1.83-7(b)(2) and in most cases not on the date of grant.

The income tax realized is based upon the spread between the excess in fair
market value over the exercise price.  This spread, taxed at ordinary income tax
rates, will be included in the optionees' taxable income in the year exercised
or disposed of.

Since nonqualifed options are considered to be issued - - in part - - in
recognition of or payment for director and/or executive officer services, they
have an appearance of wages, and certain taxes may be required to be paid
related to the exercise. Yet, due to the unique nature of nonqualifed options,
and recognizing that the exercise price must go to the corporation to purchase
the stock, an alternative mechanism must be found to "fund" the payment of
taxes.  This is normally through the sale of some of the stock being exercised. 
It is in the Company's interest to see that the director and/or executive
officer who exercises nonqualifed options to purchase Company stock be required
to sell as little stock as possible in order to fund this tax obligation related
to the exercise of nonqualified stock options.

One method to minimize the number of shares that a director and/or executive
officer is required to liquidate to fund the tax obligation is to refund an
indirect tax benefit given to the Company and created by the exercise.  Upon
exercise or other disposition of the nonqualifed option, the Company normally
receives an equivalent deduction for the spread being taxed to the optionee. 
This is, essentially, the mirror image of the sum being taxed to the optionee
and is a deduction given to the Company due to the decision of the director to
exercise and not due to any direct activity of the Company.  As such, it is in
its nature simply a windfall to the Company that results in a tax benefit to the
Company given for no other reason than the exercise of a nonqualified option. 
That windfall has an ascertainable value which can be a refundable payment to
the optionee.

The Directors feel that prior to any change in control that the tax burden
imposed upon the exercising optionee should be borne by the exercising optionee
and the reciprocal tax benefit remaining with the Company as its benefit since
the decision to exercise is the optionee's decision.  However, upon change of
control in the Company, the decision to exercise become less voluntary.  A
director or executive officer's service may be terminated at that point - either
immediately or sometime after the change in control has occurred.  The director
or executive officer, pursuant to the plan which issued the nonqualifed options
would likely be required to exercise those options, if at all, at potentially a
tax disadvantageous time.  As such, the Directors feel that the company 

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should assist a director or executive officer at such time to minimize the 
tax burden imposed by exercising nonqualifed options following the change in 
control and continuing thereafter until the service of the optionee as 
director and/or executive officer ends.  If during the period between change 
in control and termination of employment an optionee exercises the 
nonqualified option(s) granted, either in part or in whole, the Company 
acknowledges that such exercise may not be wholly voluntary and agrees to be 
responsible for refunding a sum equal to the imputed tax benefit(s) provided 
to the Company by the option exercise occurring upon or after change of 
control and paying or crediting said imputed tax benefit to the optionee as 
set forth below.

POLICY:  The Board, pursuant to its enabling resolution passed in August 1997,
hereby institutes the following specific policies:

NONQUALIFIED OPTIONS EXERCISED PRIOR TO CHANGE IN CONTROL.  Directors or
executive officers exercising any nonqualifed options prior to the effective
date for change in control of the Company (change of control being generally
defined as an acquisition of more than 20% of the Company's common stock; a
change in the majority of the current Board of Directors; or, the liquidation or
dissolution of the Company or of substantially all the assets of the Company)
shall be responsible for any and all taxes incurred as a result of his or her
exercise as set forth in the plan governing the nonqualified options and
applicable law.  No payment or credit shall be given to the exercising optionee
for pre-change of control exercises of nonqualified options for the imputed tax
benefit realized by the Company as a result of exercise of nonqualified options.

NONQUALIFIED OPTIONS EXERCISED UPON OR AFTER CHANGE OF CONTROL.  Directors or
executive officers exercising any nonqualifed options upon or after the
effective date for changing control of the Company (change in control being
generally defined as an acquisition of more than 20% of the Company's common
stock; a change in the majority of the current Board of Directors; or the
liquidation or dissolution of the Company or of substantially all the assets of
the Company) until the termination of employment shall be responsible for any
and all taxes incurred as a result of his or her exercise as set forth in the
plan governing the nonqualified options and applicable law; provided, however,
and under the circumstances of this subparagraph (b), the Company agrees to and
shall pay to the director or executive officer within fifteen (15) days of
receipt of the sums from the optionee to purchase nonqualifed options the
estimated imputed value of the tax benefit realized or reasonably estimated to
be realized by the Company, if any, as a result of the exercise.  Should, upon
later final determination, the estimated imputed value be found to be greater
than or less than the estimated payment made to the optionee, an appropriate
adjusting payment to or from the optionee shall be made.


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