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                                                                    Exhibit 99.3


                           CHANGE OF CONTROL CONTRACT

                             ECC INTERNATIONAL CORP.
                            2001 WEST OAK RIDGE ROAD
                           ORLANDO, FLORIDA 32809-3803

                                  CONFIDENTIAL

May 3, 2001



Dr. James C. Garrett
9912 Beaufort Court
Windermere, Florida 34786

Dear Dr. Garrett:

         A. It is expected that ECC International Corp. (the "Company") from
time to time will consider the possibility of an acquisition by another company
or other change of control (as hereinafter defined). The Board of Directors of
the Company recognizes that such consideration can be a distraction to you and
can cause you to consider alternative employment opportunities. The Board of
Directors has determined that it is in the best interests of the Company and its
stockholders to assure that the Company will have your continued dedication and
objectivity, notwithstanding the possibility, threat or occurrence of a Change
of Control of the Company.

         B. The Board of Directors believes that it is in the best interests of
the Company and its stockholders to provide you with an incentive to continue
your employment and to motivate you to maximize the value of the Company upon a
Change of Control for the benefit of its stockholders.

         C. The Board believes that it is imperative to provide you with certain
severance benefits upon a Change of Control that provide you with enhanced
financial security and incentive and encouragement to you to remain with the
Company notwithstanding the possibility of a Change of Control.

         Therefore the Board of Directors of the Company has determined that it
is in the best interests of the Company and its stockholders to offer you the
following agreement (the



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"Agreement") which provides you with certain severance payments and benefits
upon a Change of Control.

                                    ARTICLE I
                                   DEFINITIONS

         I.1 DEFINITIONS

                  Whenever used in this Agreement, the following capitalized
terms shall have the meanings set forth in this Section, certain other
capitalized terms being defined elsewhere in this Agreement:

                  (a) "Annualized Compensation" means your highest level of
Compensation (exclusive of any bonus(es)) within one (1) year of the date on
which your employment terminates.

                  (b) "Beneficial Owner" shall have the meaning ascribed to such
term in Rule 13d-3 promulgated under the Exchange Act.

                  (c) "Board of Directors" means the Board of Directors of the
Company.

                  (d) "Change of Control" of the Company means and includes any
of the following:

                           (i) Any person or "Group" (as defined in Section
13(d) of the Exchange Act), excluding for this purpose the Company or any
Subsidiary of the Company, Steel Partners II, L.P. or any affiliate of Steel
Partners II, L.P., any employee benefit plan of the Company or any Subsidiary of
the Company, or any person or entity organized, appointed or established by the
Company for or pursuant to the terms of such plan which acquires beneficial
ownership of voting securities of the Company, is or becomes the "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act) directly or indirectly
of securities of the Company representing thirty percent (30%) or more of the
combined voting power of the Company's then outstanding securities provided,
however, that no Change of Control shall be deemed to have occurred if the Board
of Directors of the Company determines in good faith that a person who has
become the beneficial owner directly or indirectly of securities of the Company
representing thirty percent (30%) or more of the




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combined voting power of the Company's then outstanding securities has
inadvertently reached that level of ownership interest, and if such person
divests as promptly as practicable a sufficient amount of securities of the
Company so that the person no longer has a direct or indirect beneficial
ownership in thirty percent (30%) or more of the combined voting power of the
Company's then outstanding securities, then no Change of Control shall be deemed
to have occurred;

                           (ii) The individuals who, as of May 3, 2001, are
members of the Company's Board of Directors (the "Existing Directors"), cease,
at or prior to July 1, 2002, for any reason, to constitute at least a majority
of the number of authorized directors of the Company as determined in the manner
prescribed in the Company's Certificate of Incorporation and Bylaws; provided,
however, that if the election, or nomination for election, by the Company's
stockholders of any new director was approved by a vote of at least a majority
of the Existing Directors, such new director shall be considered an Existing
Director; provided further, however, that no individual shall be considered an
Existing Director if such individual initially assumed office as a result of
either an actual or threatened election contest or other actual or threatened
solicitation of proxies by or on behalf of anyone other than the Board of
Directors (a "Proxy Contest"), including by reason of any agreement intended to
avoid or settle any election contest or Proxy Contest.

                           (iii) Consummation of (1) an agreement for the sale,
assignment, lease conveyance or other disposition of the Company of all or
substantially all of the Company's assets, (2) a plan of merger, consolidation
or reorganization of the Company with any other corporation whether or not the
Company is the entity surviving or resulting therefrom, or (3) a similar
transaction or series of transactions involving the Company (any transaction
described in parts(1) through (3) of this subparagraph (iii) being referred to
as a "Transaction"), in each case unless after such a Transaction (x) the
shareholders of the Company immediately prior to the Transaction continue to
own, directly or indirectly, more than fifty percent (50%) of the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors of the new (or continued) entity
(including, but not by way of limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the Company's former
assets either directly or through one or more subsidiaries) immediately after
such Transaction, in substantially the same proportion as their ownership of the
Company immediately prior to such Transaction, (y) no person (excluding any
entity resulting from such Transaction or any employee benefit plan (or related
trust) of the Company or of such entity resulting from such Transaction)
beneficially owns, directly or indirectly, twenty percent (20%) or more of the
then combined voting power of the




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then outstanding voting securities of such entity, except to the extent that
such ownership existed prior to the Transaction, and (z) at least a majority of
the members of the board of directors of the entity resulting from such
Transaction were Existing Directors at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Transaction; or

                           (iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company.

                           Any other provision of this Agreement to the contrary
notwithstanding, a "Change of Control" shall not include any transaction
described in subparagraph (i) or (iii), above, where, in connection with such
transaction, you and/or any party acting in concert with you substantially
increases your or its, as the case may be, ownership interest in the Company or
a successor to the Company.

                  (e) "Company" means ECC International Corp., a Delaware
corporation, and any successor or assignee as provided in Article IV.

                  (f) "Compensation" means and includes all of your base salary
attributable to your employment with the Company and/or any of its Subsidiaries
as reported in the W-2 prepared by the Company (other than income attributable
to the exercise of stock options). In addition, Compensation shall include, but
not be limited to, any amounts excludable from your gross income for federal
income tax purposes pursuant to Section 125 or Section 401(k) of the Internal
Revenue Code of 1986, as amended, or deferred pursuant to any Company or
Subsidiary plan or program including any matching contributions by the Company
plus your target cash bonus under all performance-related criteria (including
personal objectives) applicable prior to the Change of Control, for the fiscal
year during which a Change of Control occurs, and other regular cash
compensations or reimbursements of non-business expenses, if any, including, but
not limited to, automobile allowance and gasoline reimbursement.

                  (g) "Disability" means a physical or mental infirmity which
substantially impairs your ability to perform your material duties for a period
of at least one hundred eighty (180) consecutive calendar days and, as a result
of such Disability, you have not returned to your full-time regular employment
or officership prior to termination.

                  (h) "ERISA" means the Employee Retirement Income Security Act
of 1974, as amended.





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                  (i) "Exchange Act" means the Securities Exchange Act of 1934,
as amended.

                  (j) "Just Cause" means the termination of your employment or
officership as a result of fraud, misappropriation of or intentional material
damage to the property or business of the Company (including its Subsidiaries),
or conviction of a felony.

                  (k) "Non-Competition Agreement" means the Amended and Restated
Non-Competition and Non-Solicitation Agreement between the Company and you,
dated August 9, 1999, in the form attached as Exhibit A. Such Non-Competition
Agreement shall remain in full force and effect after a Change of Control;
provided, however, that the Non-Competition Agreement is amended to exclude
termination resulting from a Change of Control, except as provided herein. The
Non-Competition Agreement, as amended by the foregoing, shall be incorporated
herein by this reference and made a part hereof as if set forth herein in its
entirety.

                  (l) "Person" shall have the meaning ascribed to such term in
Section 3 of the Exchange Act and the rules and regulations promulgated
thereunder.

                  (m) "Severance Payment" means the payment of severance
compensation as provided in Article II.

                  (n) "Subsidiary" means any corporation or other Person, a
majority of the voting power, equity securities or equity interest of which is
owned directly or indirectly by the Company.





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                                   ARTICLE II
                               SEVERANCE PAYMENTS

         II.1 RIGHT TO SEVERANCE PAYMENT

         You shall be entitled to receive a Severance Payment from the Company
within five days after a Change of Control in the amount provided in Section 2.2
if there has been a Change of Control of the Company and you are an active
employee or an officer of the Company at the time (i) of the Change of Control
or (ii) the Company entered into negotiations for an agreement, the consummation
of which will result in a Transaction. For purposes of determining whether you
are an active employee or an officer of the Company at the time of the Change of
Control, you will still be considered to be an active employee or officer if you
are on sick leave, military leave or any other leave of absence approved by the
Company or any of its Subsidiaries.

         II.2 AMOUNT OF SEVERANCE PAYMENT AND REPLACEMENT OF OPTIONS

                  (a) If you become entitled to a Severance Payment under this
Agreement, you shall receive (i) a cash payment equal to 2.99 times Annualized
Compensation and (ii) in consideration of your agreeing to abide by all of the
terms and conditions of the Non-Competition Agreement you shall receive a cash
payment equal to 1.01 times Annualized Compensation. Each of the foregoing cash
payments are collectively referred to herein as the Severance Payment and are
payable in bi-weekly installments commencing on the consummation of the Change
of Control and terminating 48 months after the Change of Control; PROVIDED,
HOWEVER, that if such Severance Payment when added to any other payments or
benefits under this Agreement results in any amount of the Severance Payment
being subject to the excise tax (the "Excise Tax") imposed by Section 4999 of
the Internal Revenue Code, as amended (the "Code"), then the amount you are
scheduled to receive for abiding by all of the terms and conditions of the
Non-Competition Agreement shall be reduced so that no Excise Tax will be imposed
on the Severance Payment.

                  (b) Notwithstanding any provision in the Company's 1998 Stock
Incentive and Non-Qualified Stock Option Plan, as amended, or the Company's 1991
Option Plan, as amended, or in this Agreement in the event there is a Change of
Control and in consideration of you agreeing to abide by all of the terms and
conditions of the Non-Competition Agreement, the Company shall, at no cost to
you, replace any and all stock options granted by



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the Company and held by you at the time of the Change of Control, whether or not
vested, with an equal number of unrestricted and fully vested stock options to
purchase shares of the Company's Common Stock (the "Option Replacement").



         Alternatively, in the event of a Change of Control in Section 2.1
hereof and in consideration of your agreeing to abide by all of the terms and
conditions of the Non-Competition Agreement, in lieu of the Option Replacement,
you may elect to surrender your rights to such options, and upon such surrender,
the Company shall pay to you either an amount in cash per stock option then
held, which the difference between the exercise price of the stock options you
surrendered and the greater of (i) the average price per share paid in
connection with the acquisition of control of the Company if such control was
acquired by the payment of cash or the then fair market value of the
consideration paid for such shares if such control was acquired for
consideration other than cash, (ii) the price per share paid in connection with
any tender offer for shares of the Company's Common Stock leading to control, or
(iii) the mean between the high and low selling price of such stock on the
American Stock Exchange or other market on which the Company's Common Stock is
then traded on the date on which you are entitled to a Severance Payment.

         [II.3 Intentionally Deleted]

         II.4 NO DUTY OF MITIGATION

         The Company acknowledges that it would be very difficult and generally
impracticable to determine your ability to, or the extent to which you may,
mitigate any damages or injuries you may incur by reason of the Change of
Control. The Company has taken this into account in entering into this Agreement
and, accordingly, the Company acknowledges and agrees that you shall have no
duty to mitigate any such damages and that you shall be entitled to receive your
entire Severance Payment regardless of any income which you may receive from
other sources following any Change of Control.

         II.5 PAYMENT IN THE EVENT OF DEATH

         If you should die before all amounts payable to you have been paid,
such unpaid amounts shall be paid to your beneficiary under this Agreement or,
if you have not designated such a beneficiary in writing to the Company, to the
personal representative(s) of your estate. For purposes of this Section




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2.5, you may designate an intervivos revocable living grantor trust as your
beneficiary.

         II.6 LIFE AND HEALTH INSURANCE COVERAGE; PHYSICAL

         If you are entitled to receive a Severance Payment under Section 2.1,
and in consideration of your agreeing to abide by all of the terms and
conditions of the Non-Competition Agreement, you will also be entitled to
receive the following additional benefits:

                  (a) Life insurance coverage for you and your dependents having
a face amount at least equal to the greater of (i) the amount in effect for you
(in your case) and/or your dependents (in the case of your dependents) on the
date of the Change of Control, or (ii) the amount in effect for you (in your
case) and/or your dependents (in the case your dependents) on the date of
termination of service, such coverage to be provided under the same plan or
plans under which you (in your case) or your dependents (in the case of your
dependents) were covered immediately prior to the termination of your employment
or officership or substantially similar plan(s) established by the Company or
any of its Subsidiaries thereafter. Such life insurance coverage shall be paid
for by the Company to the same extent as if you were still employed by the
Company and you will be required to make such payments as you would be required
to make if you were still employed by the Company. This coverage will continue
for the period hereinafter provided.

                  (b) Health insurance coverage (including any dental coverage,
if any) for you and your dependents under the same plan or plans under which you
were covered immediately prior to the termination of your employment or
officership or substantially similar plan(s) established by the Company or any
of its Subsidiaries thereafter. Such health insurance coverage shall be paid for
by the Company to the same extent as if you were still employed by the Company,
and you will be required to make such payments as you would be required to make
if you were still employed by the Company. This coverage will continue for the
period hereinafter provided.

                  (c) Payment for an annual physical examination, to be
performed by the physician of your choice.

                  (d) The benefits provided under this Section 2.6 shall
continue for a period of four (4) years following the date of termination of
your employment or such longer period as provided in any agreement relating to
any of such benefits between you and




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the Company; provided, however, that the benefits for medical coverage under the
provisions of Section 2.6(b) shall end as of the date you become covered under
any other group health plan that you do not have as of the date of the Change of
Control and any other group health plan not maintained by the Company or any of
its Subsidiaries which provides equal or greater benefits than such plan and
which does not exclude any pre-existing condition that you or your dependents
may have at that time.

         2.7 MISCELLANEOUS

         If you are entitled to receive a Severance Payment under Section 2.1,
and at the time of the occurrence of a Change of Control you were the primary
user of a Company or Subsidiary automobile that was provided to you at the
expense of the Company or any of its Subsidiaries, the Company will take all
action to transfer ownership of the automobile to you at no cost to you other
than any income, FICA or medicare tax due on the value thereof. If the
automobile has been leased by the Company or any of its Subsidiaries, from an
unrelated third party, the Company will, at your written request made within
thirty (30) calender days after you become entitled to receive a Severance
Payment hereunder, promptly use its best efforts to have the applicable lease
assigned to you and the Company will pay the remaining obligations on the lease
and upon the expiration of the lease the Company will purchase such automobile
on behalf of you.

         2.8 WITHHOLDING OF TAXES

         The Company may withhold from any amounts payable under this Agreement
all federal, state, city or other taxes required by applicable law to be
withheld by the Company.

         2.9 NO SETOFF

         The Company's obligation to make Severance Payments to you pursuant to
this Agreement and otherwise to perform its obligations hereunder shall not be
affected by any circumstances, including, but not limited to, any setoff,
counterclaim, recoupment, defense or other right which the Company or any of its
Subsidiaries may have against you or others.

         2.10 BENEFITS UNDER OTHER PLANS

         The benefits that you may be entitled to receive pursuant to Section
2.6 of this Agreement are not intended to be duplicative of any similar
severance benefits to which you may be entitled from the Company or any of its
Subsidiaries under any




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other severance plan, agreement, policy or program maintained by the Company or
any of its Subsidiaries. Accordingly, the benefits to which you are entitled
under Section 2.6 shall be reduced to take account of any other similar benefits
to which you are entitled from the Company or any of its Subsidiaries; provided,
however, that if the amount of benefits to which you are entitled under such
other severance plan, agreement, policy or program is greater than the benefits
to which you are entitled under Section 2.6 of this Agreement, you will be
entitled to receive the full amount of the benefits to which you are entitled
under such other plan, agreement, policy or program.

                                   ARTICLE III
                     OTHER RIGHTS AND BENEFITS NOT AFFECTED

         III.1 OTHER BENEFITS

         This Agreement does not provide a pension for you nor shall any payment
hereunder be characterized as deferred compensation. Except as set forth in
Sections 2.2(b) and 2.10, neither the provisions of this Agreement nor the
Severance Payment provided for hereunder shall reduce any amounts otherwise
payable, or in any way diminish your rights as an employee, whether existing now
or hereafter, under any benefit, incentive, retirement, stock option, stock
bonus or stock purchase plan or any employment agreement or other plan or
arrangement not related to severance.

         III.2 EMPLOYMENT STATUS

         This Agreement does not constitute a contract of employment or impose
on you any obligation to remain in the employ of the Company, nor does it impose
on the Company or any of its Subsidiaries any obligation to retain you in your
present or any other position, or to change the status of your employment as an
employee at will unless you have a separate written employment agreement with
the Company or its Subsidiaries. Nothing in this Agreement shall in any way
require the Company or any of its Subsidiaries to provide you with any severance
benefits prior to a Change of Control, nor shall this Agreement ever be
construed in any way as establishing any policies or requirements of the Company
or any of its Subsidiaries for the termination of your employment or the payment
of severance benefits to you if your employment terminates prior to the earlier
of (i) a Change of Control or (ii) the Company entering into negotiations for an
agreement, the consummation of which, will result in a Transaction, nor shall
anything in this Agreement in any way affect the right of the Company or any of




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its Subsidiaries in its absolute discretion to change prior to the earlier of
(i) a Change of Control or (ii) the Company entering into negotiations for an
agreement, the consummation of which will result in a Transaction, one or more
benefit plans, including but not limited to pension plans, dental plans, health
care plans, savings plans, bonus plans, vacation pay plans, disability plans,
and the like.

                                   ARTICLE IV
                              SUCCESSOR TO COMPANY

         The Company shall require any successor or assignee, whether direct or
indirect, by purchase, merger, consolidation or otherwise, to all or
substantially all the business or assets of the Company, expressly and
unconditionally to assume and agree to perform the Company's obligations under
this Agreement, in the same manner and to the same extent that the Company would
be required to perform if no such succession or assignment had taken place. In
such event, the term "Company," as used in this Agreement, shall mean (from and
after, but not before, the occurrence of such event) the Company as herein
before defined and any successor or assignee to the business or assets which by
reason hereof becomes bound by the terms and provisions of this Agreement.

                                    ARTICLE V
                             LEGAL FEES AND EXPENSES

         The Company shall pay as they become due all legal fees, costs of
litigation and other expenses incurred in good faith by you as a result of the
Company's refusal or failure to make the Severance Payment to which you become
entitled under this Agreement, as a result of the Company's contesting the
validity, enforceability or interpretation of this Agreement or of your right to
benefits hereunder. You shall be conclusively presumed to have acted in good
faith unless a court makes a final determination not otherwise subject to appeal
to the contrary.

                                   ARTICLE VI
                                   ARBITRATION

         You shall have the right and option (but not the obligation) to elect
(in lieu of litigation) to have any dispute or controversy arising under or in
connection with this Agreement not otherwise resolved through the claims
procedure set forth in Section 7.10 conducted before a panel of three
arbitrators sitting in a location selected by you within fifty (50) miles from
the location of your job with the Company or any of its




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Subsidiaries, in accordance with the rules of the American Arbitration
Association then in effect. Judgement may be entered on the award of the
arbitrator in any court having jurisdiction. All expenses of such arbitration,
including the fees and expenses of your counsel, shall be borne, and paid as
incurred, by the Company; provided that the Company shall only be required to
pay your fees and expenses if they are incurred in good faith. You shall be
conclusively presumed to have acted in good faith unless and until the
arbitrator makes a final determination to the contrary.

                                   ARTICLE VII
                                  MISCELLANEOUS

         VII.1 APPLICABLE LAW

         To the extent not preempted by the laws of the United States and in the
interest of interpreting this Agreement in a uniform manner with other similar
agreements being entered into by the Company with other of its and its
Subsidiaries' employees regardless of the jurisdiction in which you are employed
or any other factor, the laws of the State of Delaware shall be the controlling
law in all matters relating to this Agreement, regardless of the choice-of-law
rules of the State of Delaware or any other jurisdiction.

         VII.2 CONSTRUCTION

         No term or provision of this Agreement shall be construed so as to
require the commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any present or future
statute, law, ordinance, or regulation contrary to which the parties have no
legal right to contract, the latter shall prevail, but in such event the
affected provision of this Agreement shall be curtailed and limited only to the
extent necessary to bring such provision within the requirements of the law.

         VII.3 SEVERABILITY

         If a provision of this Agreement shall be held illegal or invalid, the
illegality or invalidity shall not affect the remaining parts of this Agreement
and this Agreement shall be construed and enforced as if the illegal or invalid
provision had not been included.





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         VII.4 HEADINGS

         The Section headings in this Agreement are inserted only as a matter of
convenience, and in no way define, limit, or extend or interpret the scope of
this Agreement or of any particular Section.

         VII.5 ASSIGNABILITY

         Neither this Agreement nor any right or interest therein shall be
assignable or transferrable (whether by pledge, grant of a security interest, or
otherwise) by you, your beneficiaries or legal representatives, except by will,
by the laws of descent and distribution or intervivos revocable living grantor
trust as your beneficiaries. This Agreement shall be binding upon and shall
inure to the benefit of the Company, its successors and assigns, and you and
shall be enforceable by them and your legal personal representatives.

         VII.6 ENTIRE AGREEMENT

         This Agreement constitutes the entire agreement between the Company and
you regarding the subject matter hereof and supersedes all prior agreements, if
any, understandings and arrangements, written or oral, between the Company and
you with respect to the subject matter hereof.

         VII.7 TERM

         If a Change of Control has not theretofore occurred, this Agreement
shall expire and be of no further force and effect on [July 1, 2002]; provided
that the Board of Directors of the Company may, at any time prior to the
expiration thereof, extend the term of this Agreement for a term of up to two
years, including extending the date set forth in the third line of Section
1.1(d)(ii) of the definition of "Change of Control", without any further action
on your part.

         If a Change of Control occurs, this Agreement shall continue and be
effective until you (or the person(s) specified in Section 2.5) shall have
received in full all Severance Payments and other benefits to which you are
entitled under this Agreement, at which time this Agreement shall terminate for
all purposes.

         VII.8 AMENDMENT

         Except as set forth in Section 7.7, no provision of this Agreement may
be modified, waived or discharged unless such




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waiver, modification or discharge is agreed to in writing and signed by you and
the Company. No waiver by the Company or you at any time or any breach by the
other party of, or compliance with, any condition or provision of this Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or any prior or subsequent time.
No agreement or representations, written or oral, express or implied, with
respect to the subject matter hereof, have been made by either party which are
not expressly set forth in this Agreement.

         VII.9 NOTICES

         For purposes of this Agreement, notices and all other communications
provided for herein shall be in writing and shall be deemed to have been duly
given when personally delivered or sent by certified mail, return receipt
requested, postage prepaid, addressed to the respective addresses last given by
each party to the other, provided that all notices to the Company shall be
directed to the attention of the Board of Directors with a copy to the Chief
Financial Officer. All notices and communications shall be deemed to have been
received on the date of delivery thereof or on the third business day after the
mailing thereof, except that notice of change of address shall be effective only
upon actual receipt. No objection to the method of delivery may be made if the
written notice or other communication is actually received.

         VII.10 ADMINISTRATION

         [The Company has entered into agreements similar to this Agreement
herein with other employees and officers of the Company or its Subsidiaries.
These agreements, taken together, constitute welfare benefit plan within the
meaning of Section 3(1) of ERISA. The Administrator of such plan, within the
meaning of Section 3(16) of ERISA, and the Named Fiduciary thereof, within the
meaning of Section 402 of ERISA, is the Company.]

         If you believe you are entitled to a benefit under this Agreement, you
may make a claim for such benefit by filing with the Company a written statement
setting forth the amount and type of payment so claimed. The statement shall
also set forth the facts supporting the claim. The claim may be filed by mailing
or delivering it to the Secretary of the Company.

         Within thirty (30) calendar days after receipt of such a claim, the
Company shall notify you in writing of its action on




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such claim and if such claim is not allowed in full, shall state the following
in a manner calculated to be understood by you:

                  (a) The specific reason or reasons for the denial;

                  (b) Specific reference to pertinent provisions of this
Agreement on which the denial is based;

                  (c) A description of any additional material or information
necessary for you to be entitled to the benefits that have been denied and an
explanation of why such material or information is necessary; and

                  (d) An explanation of this Agreement's claim review procedure.

         If you disagree with the action taken by the Company, you or your duly
authorized representative may apply to the Company for a review of such action.
Such application shall be made within sixty (60) calendar days after receipt by
you of the notice of the Company's action on your claim. The application for
review shall be filed in the same manner as the claim for benefits. In
connection with such review, you may inspect any documents or records pertinent
to the matter and may submit issues and comments in writing to the Company. A
decision by the Company shall be communicated to you within thirty (30) calendar
days after receipt of the application. The decision on review shall be in
writing and shall include specific reasons for the decision, written in a manner
calculated to be understood by you, and specific references to the pertinent
provisions of this Agreement on which the decision is based.




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         If this Agreement is acceptable to you, please sign the enclosed copy
of this Agreement in the space provided below and return it to me.

                                        Sincerely,




                                        ----------------------------------------




ACCEPTED AND AGREED TO:


------------------------------
James C. Garrett








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