EXHIBIT 10.25
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                             EMPLOYMENT AGREEMENT

                                    Among

                                BNCCORP, Inc.,

                        BNC National Bank of Minnesota

                                     and

                              James D. LaBreche


                          Dated as of March 1, 1999


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                             EMPLOYMENT AGREEMENT

       This  Employment  Agreement  (this  "Agreement")  among BNCCORP,  Inc., a
Delaware corporation (the "Company"), BNC National Bank of Minnesota, a national
banking  association (the "Bank"),  and James D. LaBreche (the "Executive"),  is
dated as of March 1, 1999 (the "Commencement Date").

                             W I T N E S S E T H:

      WHEREAS,  as of the  Commencement  Date,  the Bank  desires  to employ the
Executive  as  President  of the Bank and the  Executive  wishes to accept  such
employment;

      WHEREAS,  Executive  is  expected  to  make a  major  contribution  to the
profitability, growth and financial strength of the Company and the Bank;

       WHEREAS,  the Company and the Bank  consider  the  continued  services of
Executive to be in the best  interests of the Company and its  stockholders  and
the Bank and desire to assure the continued  services and  undivided  loyalty of
the  Executive  on  behalf  of the  Company  and the  Bank on an  objective  and
impartial basis and without  distraction or conflict of interest in the event of
an attempt to obtain control of the Company;

       WHEREAS,  in  consideration  of the covenants of the Company and the Bank
contained  herein,  the Executive is willing to remain in the employ of the Bank
upon the terms and conditions specified below; and

       WHEREAS,  in order to induce  Executive  to  remain in the  employ of the
Bank,  this  Agreement  sets  forth the  compensation  and  benefits  payable to
Executive,  including the severance  benefits that the Company or the Bank agree
will be  provided  to  Executive  if  Executive's  employment  with  the Bank is
terminated.

       NOW, THEREFORE, in consideration of the premises and respective covenants
and  agreements  that the parties  herein  contain,  and intending to be legally
bound, the parties hereto agree as follows:

       The Company and the Bank and the Executive agree as follows:

       1. Employment  Capacity and Term.  Subject to the terms and conditions of
this Agreement, the Bank hereby agrees to employ Executive, and Executive agrees
to  serve,  as the  President  of the  Bank  for  the  period  beginning  on the
Commencement  Date,  through February 28, 2002, and from year to year thereafter
subject to the right of the Executive or the Company to terminate this Agreement
as of any subsequent anniversary date by written notice given to the other party
at least 90 days prior to such anniversary  date.  Termination of this Agreement
by either party in accordance  with the preceding  sentence  shall not require a
statement of the reasons  therefore.  All provisions  herein governing a party's
rights and  obligations  upon the  termination of Executive's  employment  shall
survive the termination of this Agreement.


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       2.    Duties; Place of Performance.

             a.  Duties.  As the  President  of the Bank,  the  Executive  shall
perform the duties  normally  associated  with such  office(s),  such additional
duties as may be prescribed  from time to time by the Company  President  and/or
the Bank CEO and such  duties as are  described  in the  Bank's  Bylaws as being
duties or responsibilities of the President of the Bank.  Executive shall report
to and be subject to the  supervision of the President of the Company and CEO of
the Bank. The Executive accepts such employment and agrees that, during the term
of this  Agreement,  the  Executive  will  devote all of his  business  time and
attention  to the  business  of the Company and the Bank and that he will not be
employed by any other  business or engage in any other  business  activity  that
would  materially  interfere with his ability to perform the duties  required of
him under this Agreement or would  constitute a conflict between his personal or
financial  interests  and the business or financial  interests of the Company or
the Bank.

             b.  Place  of  Performance.  In  connection  with  the  Executive's
employment  by the Bank and the  Company,  the  Executive  shall be based at the
principal  office of the Bank in  Minneapolis,  Minnesota,  except for  required
travel  relating  to the  business  of the  Company  or the  Bank  to an  extent
substantially consistent with the Executive's prior business travel practices.

       3.  Compensation  and Benefits.  The Executive shall be provided with the
compensation and benefits described below:

             a. Salary.  An annual salary of $140,000,  payable in equal monthly
installments.  This salary may be increased  from time to time by the  Company's
Board of  Directors  and, if so  increased,  shall not  thereafter  be decreased
during the term of this Agreement.

             b. Bonus.  An annual  incentive  bonus with respect to the services
provided by the  Executive.  The amount of the annual  incentive  bonus shall be
determined  from time to time by the  Compensation  Committee  of the  Company's
Board of Directors.  The parties acknowledge and agree that the award of bonuses
by the  Compensation  Committee  is  discretionary  and that this  Section  3(b)
imposes no obligation on the Company to award a bonus to the Executive.

             c. Other Benefits.  The Executive shall be entitled to the benefits
and perquisites  maintained by the Company for its employees  generally,  or for
its senior  executives in particular,  on the same basis and subject to the same
requirements  and  limitations  as may be applicable  to other senior  executive
employees of the Company.  The Company shall not directly or indirectly make any
changes in any benefit plan or  arrangement or perquisite  that would  adversely
affect the Executive's rights or benefits thereunder, unless such changes do not
result in a  proportionately  greater  reduction in the rights of or benefits to
the Executive  compared  with any other  executive  officer of the Company.  The
Company agrees that where  credited  service of the Executive for the Company is
relevant in  determining  eligibility  for  benefits  under any benefit  plan or
arrangement, the Executive's credited service for the Company shall be deemed to
have commenced on the Commencement Date.




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             d. Partial Year; Proration. Any payments or benefits payable to the
Executive  hereunder  in respect of any fiscal year of the Company  during which
the  Executive  is employed for less than the entire  fiscal year shall,  unless
otherwise  provided in the  applicable  benefit  plan, be prorated in accordance
with the number of days in such  fiscal year during  which the  Executive  is so
employed.

       4.    Other Benefits.

             a.  Vehicle.  The Company or the Bank shall  provide the  Executive
with the use of a current model automobile of the Executive's choosing,  subject
to  approval  by the  President  of the  Company,  and shall pay  insurance  and
maintenance expenses related to such automobile.

             b. Club  Membership.  The  Company  or the Bank shall  provide  the
Executive a family golf  membership at Golden Valley Country Club. The Executive
agrees to reimburse  the Company or the Bank for the Country  Club's  initiation
fee, if the  Executive's  Employment is terminated  for any reason other than by
the Employer without cause or the Employee for Good Reason as follows:

     1.  Termination  prior to expiration of three years of employment - 100% of
     initiation fee.

     2.  Termination  after three years but prior to five years of  employment -
     50% of initiation fee.

     3. Termination after five years of employment - 0% of initiation fee.

             c.  Expenses.  The  Executive  shall be reimbursed  for  reasonable
out-of-pocket  expenses incurred from time to time on behalf of the Company, the
Bank or any  subsidiary  of the Company in the  performance  of his duties under
this  Agreement,  in accordance  with standard  Company  procedures and upon the
presentation of such supporting invoices,  receipts,  documents and forms as the
Company reasonably requests.

             d.  Facilities;  Secretarial  Assistance.  The  Executive  shall be
provided with office space, secretarial assistance and such other facilities and
services as shall be suitable to the  Executive's  position and adequate for the
performance of his duties.

       5.    Termination of Employment.

               a. Death.  The Executive's  status as an employee shall terminate
upon the Executive's death during the term of this Agreement.

             b.  Disability.  If (i)  the  Executive  is  incapable  because  of
physical or mental illness of  satisfactorily  discharging his duties under this
Agreement  for a  period  of 90  consecutive  days  and  (ii) a  duly  qualified
physician  chosen by the Company and  acceptable  to the  Executive or his legal
representatives so certifies in writing,  the Company's Board may determine that
the  Executive  has  become  disabled.  If  the  Company's  Board  makes  such a
determination, the Company

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shall  have the  right,  at any time  during  the  period  that such  disability
continues,  to terminate the status of Executive as an employee by notifying the
Executive,  in writing, of such termination in accordance with Section 5(e). Any
such termination shall become effective 30 days after such notice of termination
is given (the "Disability Effective Date"), unless within such 30-day period the
Executive  becomes  capable of resuming  the duties  contemplated  hereby (and a
physician  chosen by the Company and  acceptable  to the  Executive or his legal
representatives  so certifies in writing) and the Executive in fact resumes such
duties.  The  Executive's  incapacity  due to  physical  or  mental  illness  to
discharge the duties assigned by this Agreement shall not constitute a breach of
this  Agreement by the Executive.  The  Executive's  death or inability,  due to
physical or mental  illness,  to discharge the duties assigned by this Agreement
shall not constitute a breach of this Agreement by the Executive.

             c.  By the  Company  for  Cause.  The  Company  may  terminate  the
Executive's  status as an employee  for Cause by  notifying  the  Executive,  in
writing,  of such  termination in accordance  with Section 5(e). As used herein,
"Cause"  shall mean (i) the willful and  continuing  failure by the Executive to
perform  the duties  contemplated  by this  Agreement  (other  than any  failure
resulting  from a certified  disability  of the type  specified in Section 5(b))
within a  reasonable  period of time  after a  written  demand  for  substantial
performance  as  delivered  to the  Executive  by a duly  authorized  member  or
representative of the Company's Board which  specifically  identifies the manner
in which it is alleged that the Executive has not  substantially  performed such
services,  (ii) the conviction of a felony or (iii) the willful  engaging by the
Executive in gross misconduct injurious to the Company or the Bank. For purposes
of this  Agreement,  an act or failure to act on the  Executive's  part shall be
considered  "willful" if done or omitted to be done without a reasonable  belief
that such action or omission  was in, or not opposed to, the best  interests  of
the  Company or the Bank.  Any act or failure  to act by the  Executive  that is
based  upon  authority  given  pursuant  to a  resolution  duly  adopted  by the
Company's  Board or based upon the advice of counsel  for the  Company  shall be
presumed  to be done or omitted to be done by the  Executive  with a  reasonable
belief that such action was in, or not  opposed  to, the best  interests  of the
Company or the Bank.  Notwithstanding the foregoing,  the Executive's employment
may not be terminated for Cause unless and until there shall have been delivered
to the Executive a copy of a resolution duly adopted by the affirmative  vote of
not less than three-fourths of the entire membership of the Company's Board (not
counting the  Executive)  at a meeting of the  Company's  Board and held for the
purpose (after  reasonable  notice to the Executive and an  opportunity  for the
Executive,  together with his counsel,  to be heard before the Company's Board),
finding that in the good faith opinion of the Company's  Board the Executive was
guilty of the conduct set forth in clauses (i), (ii) or (iii) of this  paragraph
and specifying the particulars thereof.

             d. By the  Executive  for Good Reason.  The Executive may terminate
his status as an employee for Good Reason by notifying the Company,  in writing,
of such  termination  in accordance  with Section 5(e).  The  termination by the
Executive  of his status as an employee  for Good Reason shall be deemed to be a
justifiable termination and shall excuse the Executive from further duties under
this Agreement. As used herein, the term "Good Reason" shall mean:

                   (i) The occurrence of any of the following during the term of
this Agreement:
                         A.    any removal of the Executive from, or any failure
to reappoint

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or reelect the  Executive  to, the position of President of the Bank,  except in
connection with a termination by the Company of the  Executive's  employment for
Cause or on account of disability or death of the Executive;

     B. a diminution in the Executive's duties, responsibilities or
position in the  management  of the Bank,  including,  without  limitation,  the
assignment to Executive of duties or responsibilities that are inconsistent with
the  Executive's  position as  President,  the demotion of the  Executive or the
failure of the Company or the Bank to perform the obligations under Section 3 or
4, which failure  continues  for a period of ten days after the Executive  gives
the Company notice thereof;

     C. requiring the Executive to be based anywhere other than in  Minneapolis,
Minnesota, except for required travel in the ordinary course of the Company's or
Bank's business;

                   (ii)  a  reduction  in the  Executive's  annual  salary  or a
failure to pay to the Executive any  installment  of his annual salary or to pay
any other  amounts  required  to be paid under  this  Agreement,  which  failure
continues for a period of 30 days after written  notice  thereof is given by the
Executive to the Company;

                   (iii) the failure by the Company to obtain the  assumption of
its obligations  under this Agreement by any successor or assign as contemplated
in Section 8;

                   (iv) any purported  termination of the Executive's  status as
an employee which is not effected pursuant to a Notice of Termination satisfying
the  requirements  of Section  5(e),  or which is not justified as a termination
based on Cause;

                   (v) any material  breach of this  Agreement by the Company or
the Bank which has not been cured within 30 days  following the giving of notice
by the Executive to the Company of such breach; or

                   (vi)       any Change in Control.

       As used in this  Agreement  a  "Change  of  Control"  is  deemed  to have
occurred at such time as: (A) BNCCORP shall not be the  surviving  entity in any
merger,  consolidation or other reorganization (or survives only as a subsidiary
of an entity other than a previously  wholly-owned  subsidiary  of the Company),
(B) the Company  sells,  leases or  exchanges  all or  substantially  all of its
assets to any other person or entity  (other than a  wholly-owned  subsidiary of
the Company),  (C) BNCCORP is to be dissolved or  liquidated,  (D) any person or
entity, including a "group" as contemplated by section 13(d)(3) of the 1934 Act,
other than an employee benefit plan of the company or a related trust,  acquires
or gains ownership or control (including,  without limitation, power to vote) of
more than 30% of the outstanding  shares of BNCCORP's  voting stock, or (E) as a
result of or in connection with a contested  election of directors,  the persons
who were  directors of BNCCORP  before such election shall cease to constitute a
majority of the Board of Directors of BNCCORP.


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     e. Notice of Termination.  Notice of termination of the Executive's  status
as an employee must be communicated in a writing delivered to the other party as
provided in Section 9 (a notice of  termination  complying with this sentence is
referred  to in this  Agreement  as a "Notice  of  Termination").  Any Notice of
Termination that purports to terminate  Executive's  employment for Cause or for
Good Reason shall specify the provision or provisions of this  Agreement  relied
upon by the party  giving such notice and shall set forth in  reasonable  detail
the  facts  and  circumstances  claimed  by such  party to  provide  a basis for
termination of the Executive's employment under the provision(s) so indicated.

                   f. Date of Termination.  "Employment  Termination Date" means
(i) if  Executive's  employment  is  terminated  by the  Company or the Bank for
Cause,  or by Executive  for Good Reason,  the date of delivery of the Notice of
Termination or any later date specified therein, as the case may be, (ii) if the
Executive's  employment  is terminated by the Company or the Bank other than for
Cause or  disability,  the Date of  Termination  shall be the date on which  the
Company or the Bank  notifies  the  Executive of such  termination  and (iii) if
Executive's  employment is terminated by reason of his death or disability,  the
Date of  Termination  shall be the date of death of Executive or the  Disability
Effective Date, as the case may be.

       6. Obligations of the Company Upon Termination.

             a. Death. If Executive's  employment is terminated by his death, in
addition to all other death  benefits  provided by the Company and the Bank, the
Company or the Bank shall pay to Executive's  spouse or, if he leaves no spouse,
to his estate,  in a lump sum in cash within 30 days of the Date of  Termination
the sum of the pro rata amount of Executive's  annual base salary earned through
the Date of  Termination  to the  extent  due but not paid and any  compensation
previously  deferred by Executive  (together with any accrued interest  thereon)
and any accrued  vacation  pay, in each case to the extent not  previously  paid
(collectively, "Accrued Obligations"). The Company or the Bank shall also timely
pay or provide to such person any other amounts or  compensation  required to be
furnished to Executive under any benefit plan or arrangement ("Other Benefits").

             b.  Disability.  During any period that  Executive  is deemed to be
disabled under Section 5(b) ("disability  period"),  Executive shall continue to
receive  his full  annual base salary at the rate then in effect for such period
until his  employment  is  terminated  pursuant to Section  5(b),  provided that
payments so made to  Executive  shall be reduced by the sum of the  amounts,  if
any,  payable to Executive under disability  benefit plans of the Company.  Upon
termination  of  Executive's  employment  under Section 5(b), the Company or the
Bank shall pay to  Executive in a lump sum in cash within 30 days of the Date of
Termination  all Accrued  Obligations  and shall timely furnish to Executive all
Other Benefits.

             c. Cause. If Executive's  employment  shall be terminated for Cause
by the Company or the Bank, or  voluntarily  terminated by Executive  other than
for Good Reason,  this Agreement shall terminate  without further  obligation to
Executive other than for Accrued Obligations,  which shall be paid in a lump sum
in cash within 30 days of the Date of Termination, and for Other Benefits, which
the Company or the Bank shall timely furnish to Executive.



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             d. Other than Death,  Disability or Cause;  Good Reason;  Change in
Control. If during the term of this Agreement:

                    (i) the  Company  or the Bank  shall  terminate  Executive's
employment,  other than for  death,  disability  or Cause,  or  Executive  shall
terminate his employment for Good Reason,  except in event of Change In Control,
Executive  shall  receive  as  severance  pay an  amount  equal to 1/12th of his
Compensation Amount multiplied by the number of partial or full months remaining
in his employment term.

                   (ii) if Executive's  employment  shall terminate  following a
Change in Control of the Company,  then,  Executive  shall received as severance
pay an amount equal to three times his Compensation Amount.

                    (iii)      all severance payments will be payable in a lump
sum within 30 days of the Date of Termination.

                   (iv)  for  the  purposes  of  this  Section  6(d),  the  term
"Compensation  Amount" shall mean  Executive's  annual base salary plus all cash
bonuses  paid to Executive  during the most recent  twelve-month  period  ending
before the Date of Termination.

                   (v) in addition to the severance  payment  provided for above
the Executive will be entitled to all other amounts or compensation  pursuant to
the Company's or Bank's termination policies and plans then in effect.

             e.  Change  in  Control  Benefit.  If  Executive's   employment  is
terminated following a Change in Control of the Company, then the Company or the
Bank shall pay to Executive,  contemporaneously  with payments due under Section
6(d) and in addition to any other  amounts due, (i) the amount of any excise tax
imposed on Executive by Section 4999 or any successor  provision of the Internal
Revenue Code of 1986, as amended,  as a result of any  determination  or finding
that amounts  received by Executive are "excess  parachute  payments" under such
section, (ii) the amount of any similar excise tax imposed on Executive by state
law and (iii) the amount of Executive's  federal and state income and excise tax
liability  generated  by the payment to  Executive  of all  amounts  provided by
clauses (i), (ii) and (iii) of this Section 6(e).

       7. Covenant Not To Compete. If Executive  terminates his employment other
than for Good  Reason,  then for a  period  of two  years  from the date of such
termination of employment,  Executive shall not directly or indirectly,  solicit
any  customers  of the Company or the Bank or otherwise  disrupt any  previously
established  relationships  existing  between a customer  and the Company or the
Bank or own, manage,  operate,  control,  be employed by,  participate in, or be
connected in any manner with the ownership,  management, operation or control of
any bank,  savings  and loan  association,  financial  institution  or any other
entity  providing  lending  or  deposit  services  located in either the City of
Minneapolis or the County of Hennepin,  Minnesota;  provided,  however, that the
Executive  may own passive  investments  of not more than 5% of the  outstanding
securities of any similar business (but without otherwise  participating in such
business)  if such  securities  are listed on a national or regional  securities
exchange  or  quotations  of  such   securities  are  published  on  a  national
interdealer  quotation system, or are registered under Section 12(g) or 15(d) of
the Securities Exchange Act of 1934, as amended.

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             8.    Binding Effect.

             a. This Agreement shall be binding upon and inure to the benefit of
the Company, the Bank and any of its successors or assigns.

             b. This  Agreement  is personal to the  Executive  and shall not be
assignable by the Executive  without the consent of the Company  (there being no
obligation  to give such  consent)  other than such  rights or  benefits  as are
transferred by will or the laws of descent and distribution.

             c. The Company will require any successor or assign (whether direct
or  indirect,  by  purchase,  merger,  consolidation  or  otherwise)  to  all or
substantially  all of the  assets or  businesses  of the  Company  (i) to assume
unconditionally and expressly this Agreement and (ii) to agree to perform all of
the  obligations  under this Agreement in the same manner and to the same extent
as would have been  required  of the  Company had no  assignment  or  succession
occurred,  such assumption to be set forth in a writing reasonably  satisfactory
to the Executive.  In the event of any such  assignment or succession,  the term
"Company"  as used in this  Agreement  shall  refer  also to such  successor  or
assign.

       9.  Notices.  Any  notice  or other  communication  required  under  this
Agreement  shall be in writing,  shall be deemed to have been given and received
when delivered in person, or, if mailed, shall be deemed to have been given when
deposited in the United  States  mail,  first class,  registered  or  certified,
return receipt  requested,  with proper postage prepaid,  and shall be deemed to
have been received on the third business day thereafter,  and shall be addressed
as follows:

       If to the Company, addressed to:

       BNCCORP, INC.
       322 East Main
       Bismarck, ND 58501
       Attn: Gregory K. Cleveland

       If to the Executive, addressed to:

       James D. LaBreche
       4739 Forest Circle
       Minnetonka, MN 55345

or such other  address as to which any party hereto may have  notified the other
in writing.


       10. Governing Law. This Agreement shall be governed by and interpreted in
accordance with the laws of the State of North Dakota.



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       11.  Entire  Agreement.  This  Agreement,  together with the offer letter
dated  January 20, 1999 and the documents  referred to in this  Agreement or the
offer  letter  contain  the entire  arrangement  or  understanding  between  the
Executive,  the Company and the Bank relating to the employment of the Executive
by the Bank. No provision of the Agreement may be modified or amended  except by
an instrument in writing signed by both parties.

       12.  Severability.  If any term or  provision of this  Agreement,  or the
application  thereof to any person or circumstance,  shall at any time or to any
extent be invalid or  unenforceable,  the  remainder of this  Agreement,  or the
application  of such term or  provision to persons or  circumstances  other than
those as to which it is held  invalid or  unenforceable,  shall not be  affected
thereby  and each  term  and  provision  of this  Agreement  shall be valid  and
enforced to the fullest extent permitted by law.

       13.  Waiver of  Breach.  The  waiver  by either  party of a breach of any
provision of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.

       14. Beneficiaries. Whenever this Agreement provides for any payment to be
made to the  Executive  or his estate,  such payment may be made instead to such
beneficiary or beneficiaries as the Executive may have designated in writing and
filed with the Company.  The  Executive  shall have the right to revoke any such
designation   from  time  to  time  and  to  redesignate   any   beneficiary  or
beneficiaries by written notice to the Company.

       15. Survival. The rights and obligations of the Company and the Executive
contained  in Sections  6, 7, 8, 9 and 10 of this  Agreement  shall  survive the
termination of the Agreement.  Following the termination of this Agreement, each
party  shall have the right to  enforce  all  rights,  and shall be bound by all
obligations, of such party that are continuing rights and obligations under this
Agreement.

       16. Expenses of Enforcement.  If either party shall  successfully seek to
enforce any provision of this  Agreement or to collect any amount  claimed to be
due hereunder,  such successful  party shall be entitled to be reimbursed by the
other party for any and all of its out-of-pocket expenses,  including reasonable
attorneys' fees, incurred in connection with such enforcement and/or collection.

       17. Remedy; Exclusivity. No remedy specified herein shall be deemed to be
such party's exclusive remedy, and accordingly, in addition to all of the rights
and remedies  provided for in this Agreement,  the parties shall have all of the
rights and remedies provided to them by applicable law, rule or regulation.

       18.  No  Obligation  to  Mitigate  Damages.  The  Executive  shall not be
required to mitigate  damages or the amount of any  payment  provided  for under
this Agreement by seeking other employment or otherwise, nor shall the amount of
any payment  provided for under this  Agreement  be reduced by any  compensation
earned by the  Executive  as a result of  employment  by another  employer or by
retirement  or other  benefits,  before the date of this  Agreement or after the
date of termination of his employment with the Bank, or otherwise, provided that
the Executive shall have

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complied with the provisions hereof.

       19.  Company's  Reservation  of Rights.  The Executive  acknowledges  and
understands  that the  Executive  serves at the  pleasure of the Bank's Board of
Directors  and that the Bank has the right at any time to terminate  Executive's
status as an employee of the Bank,  or to change or diminish  his status  during
the  Employment  Term,  subject  to the  rights  of the  Executive  to claim the
benefits  conferred by Section 6(d) if such action  constitutes a termination by
the Bank without Cause.

       20.  Counterparts.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each of which shall be deemed to be an original  but all of which
together shall constitute one and the same instrument.


       IN WITNESS  WHEREOF,  the parties have executed this  Agreement as of the
day and year first above written.

                                      BNCCORP, Inc.


                                      By:     /s/ Gregory K. Cleveland
                                              Gregory K. Cleveland
                                              Authorized Officer


                                      BNC NATIONAL BANK OF MINNESOTA


                                      By:     /s/ Gregory K. Cleveland
                                             Gregory K. Cleveland
                                             Authorized Officer


                                  Executive:

                                             /s/ James D. LaBreche
                                             James D. LaBreche

                                      11

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