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                                                                Exhibit 10(xxvi)



                              EMPLOYMENT AGREEMENT


         This Employment Agreement is entered into as of the _____day of
___________, 1997, by and between George R. Mark ("Executive") and Coventry
Corporation ("Employer"), a Delaware corporation with its principal place of
business at 53 Century Boulevard, Suite 250, Nashville, TN 37214.

                              W I T N E S S E T H:


         WHEREAS, Executive desires to enter into an employment relationship
with Employer, and Employer desires to employ Executive; and

         WHEREAS, Executive and Employer desire to set forth in a written
agreement the terms and conditions of such employment.

         NOW, THEREFORE, in consideration of the premises hereof and of the
mutual promises and agreements contained herein, the parties hereto, intending
to be legally bound, hereby agree as follows:

         1. EMPLOYMENT. On the Date of Employment (as defined in Section 3
below), Executive shall be engaged by Employer as its Vice President and by
Employer's subsidiary, HealthAmerica Pennsylvania, Inc. ("HAPA") as its Chief
Financial Officer. Executive hereby agrees to such employment on and after the
Date of Employment under the terms and conditions hereinafter set forth.

         2. DUTIES. As Vice President of Employer and Chief Financial Officer of
HAPA, Executive shall report to the President and Chief Executive Officer of
Employer and the President and Chief Executive Officer of HAPA, shall be
responsible for such powers and duties normally associated with such position or
as may be delegated or assigned to Executive by Employer's or HAPA's President
and Chief Executive Officer. During the term of this Agreement, Executive shall
also serve without additional compensation in such other offices of the Employer
or its subsidiaries or affiliates to which he may be elected or appointed by the
Board of Directors of Employer or its subsidiaries or affiliates, respectively.

         3. DATE OF EMPLOYMENT. Executive's employment shall commence on
December 16, 1996 (the "Date of Employment").

         4. INITIAL TERM. Subject to the terms and conditions set forth herein,
Executive shall be employed hereunder for an initial term of one year beginning
on the Date of Employment. If


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at the end of the initial term a new employment contract is not executed, the
term of this Agreement shall continue on a year-to-year basis in the absence of
notice of either party.

         5. BASE COMPENSATION. For all duties rendered by Executive, Employer
shall pay Executive a base salary ("Base Salary") of One Hundred Sixty-five
Thousand Dollars ($165,000), annually, to be reviewed on an annual basis based
upon the performance of Executive. The Base Salary shall be paid to Executive in
equal semi-monthly payments in accordance with Employer's normal payroll
policies.

         6. ADDITIONAL COMPENSATION. During the period of this Agreement and as
a result of employment under this Agreement, Executive shall receive or be
eligible for the following additional compensation:

         EMPLOYER STOCK OPTIONS: Executive will be granted a nonqualified stock
option to purchase 50,000 shares of Common Stock of Employer at an exercise
price per share equal to the closing price per share of the Common Stock of
Employer as reported on the Nasdaq National Market on the Date of Employment.
The option will vest at a rate of one-fourth of the shares per year over a
four-year vesting period beginning on the date of grant, or in the event
substantially all of the capital stock or assets of Employer are sold or
transferred or Employer is merged into or consolidated with another unaffiliated
entity, then the option will become fully vested on the date of closing. The
option will expire on the tenth anniversary of the Date of Employment unless
sooner terminated by termination of Executive's employment hereunder. The option
shall be granted under and in accordance with the terms and conditions of the
1989 Stock Option Plan, as amended, and a letter agreement between Executive and
Employer dated the Date of Employment.

         BONUS COMPENSATION: Executive shall be eligible for an annual bonus
("Bonus") potential of 50% of Base Compensation, which shall be determined as
follows: (i) up to 50% shall be based upon achievement of budget and other
operational performance factors, and (ii) all or any part of the remaining 50%
shall be granted in the sole discretion of the Compensation and Benefits
Committee (the "Committee") of the Board of Directors of Employer. Executive's
bonus and performance factors shall be determined on an annual basis by the
Committee.

         DISCRETIONARY EXPENSE ALLOWANCE: Executive shall be entitled to a
discretionary car or other expense allowance of $600.00 per month.

         OTHER BENEFITS: Employer shall pay for Executive's professional
membership dues (AICPA, PICPA, FEI) and such continuing professional education
as may be necessary to maintain Executive's professional licenses. Executive
will be eligible for participation in any employee benefit programs available to
officers of Employer from time to time as provided in Section 16 below.



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         7.  EXPENSES AND COSTS OF RELOCATION. Executive shall be reimbursed for
ordinary and necessary business expenses incurred by Executive on behalf of
Employer and its subsidiaries or affiliates upon presentation of vouchers in
accordance with the usual and customary procedure of Employer in relation to
such expense items, except that Employer may elect, at its option, to pay such
expense items directly rather than reimburse Executive therefor.

         Executive shall also be reimbursed for expenses associated with the
relocation of Executive to Employer's designated location. The extent and amount
of such expense shall be consistent with the Relocation Policy attached as
Exhibit "A".

         8.  EXTENT OF SERVICE. Executive shall devote substantially all of his
working time, attention and energies to the business of the Employer and HAPA
and shall not, during the term of this Agreement, take, directly or indirectly,
an active role in any other business activity without the prior written consent
of the Employer; but except as provided in Section 13(b), this Section shall not
prevent Executive from serving as a director of other entities not affiliated
with Employer, from making real estate or other investments of a passive nature
or from participating in the activities of a nonprofit charitable organization
where such participation does not require a substantial amount of time and does
not adversely affect Executive's ability to perform his duties under this
Agreement.

         9.  TERMINATION OF EMPLOYMENT. Employer may terminate this Agreement
with or without cause at any time during the term of this Agreement. If the
employment of Executive with Employer is terminated by Employer for any reason
other than Good Cause (as defined in Section 25 below), the following provisions
will apply:

         (a) Employer shall during the Severance Period (as defined in
             Section 25 below), continue to pay Executive an amount equal
             to:

             (i)      Executive's Base Salary at the time of termination of
                      employment; and

             (ii)     That portion of Executive's Bonus based on
                      achievement of budget and other operational
                      performance factors, if the criteria is met.

             Such amount will be paid during the Severance Period in
             monthly or other installments, similar to those being received
             by Executive at the date of termination of employment, and
             will commence as soon as practicable following the date of
             termination of employment.

         (b) During the Severance Period Executive and his spouse and
             family will continue to be covered by all Welfare Plans (as
             defined in Section 25 below), maintained by Employer in which
             he or his spouse or family were participating immediately
             prior to the date of his termination as if he continued to be
             an employee of Employer; provided that, if participation in
             any one or more of such Welfare Plans



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             is not possible under the terms thereof, Employer will provide
             substantially identical benefits to the extent possible. If,
             however, Executive obtains employment with another employer
             during the Severance Period, such coverage shall be provided
             until the earlier of: (i) the end of the Severance Period or
             (ii) the date on which the Executive and his spouse and family
             can be covered under the plans of a new employer without being
             excluded from full coverage because of any actual pre-existing
             condition.

         (c) Executive shall not be entitled to payments during the
             Severance Period attributable to compensation for vacation
             periods he would have earned had his employment continued
             during the Severance Period or to unused vacation periods
             accrued as of the date of termination of employment.

         (d) During the Severance Period Executive shall not be entitled to
             reimbursement for fringe benefits such as car allowance, dues
             and expenses related to club memberships, and expenses for
             professional services.

         Compensation under Section 9(a) and (b) hereof is contingent upon
Executive's compliance with Section 14 hereof.

         10. TERMINATION BY EXECUTIVE. Executive may terminate his employment
hereunder at any time upon sixty (60) days prior written notice. Upon such
termination by Executive for other than Good Reason, the Employer shall pay the
Executive only his Base Salary due through the date on which his employment is
terminated at the rate in effect at the time of notice of termination. The
Employer shall then have no further obligation to Executive under this
Agreement, except for the payout of benefits accrued under any Employee Benefit
Plans or other employee benefits.

         11. TERMINATION OF EMPLOYMENT FOLLOWING A CHANGE IN CONTROL. In the
event Executive's employment is terminated for Good Reason (as defined in
Section 25 below), then Executive shall be entitled to payment of 150% of
Executive's Base Salary during the Severance Period. Such amount will be paid
during the Severance Period in monthly or other installments, similar to those
being received by Executive at the date of termination of employment, and will
commence as soon as practicable following the date of termination of employment.
In addition, the provisions of Section 9(b), (c) and (d), above, shall apply in
the event of termination of Executive's employment for Good Reason. Compensation
under this Section 11 is contingent upon Executive's compliance with Section 14
hereof.

         12. SETOFF.

         (a) With respect to Sections 9, 10 and 11 hereof, payments or
             benefits payable to or with respect to Executive or his spouse
             pursuant to this Agreement shall be



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             reduced by the amount of any claim of Employer against
             Executive or his spouse or any debt or obligation of Executive
             or his spouse owing to Employer.

         (b) With respect to Sections 9, 10 and 11 hereof, payments or
             benefits payable to or with respect to Executive pursuant to
             this Agreement shall be reduced by any amount Executive may
             earn or receive from employment with another employer or from
             any other source, except as expressly provided in Section
             9(b).

         13. DEATH. If Executive dies during the Severance Period:

         (a) All amounts payable hereunder to Executive shall, during the
             remainder of the Severance Period, be paid to his surviving
             spouse. On the death of the survivor of Executive and his
             spouse, no further benefits will be paid under the Agreement.

         (b) The spouse and family of Executive shall, during the remainder
             of the Severance Period, be covered under all Welfare Plans
             made available by Employer to Executive or his spouse
             immediately prior to the date of his death to the extent
             possible.

         Any benefits payable under this Section 13 are in addition to any other
benefit due to Executive or his spouse or beneficiaries from Employer,
including, but not limited to, payments under any Incentive Plans.

         14. RESTRICTIVE COVENANTS.

         (a) Confidential Information. Executive agrees not to disclose,
             either during the time he is employed by the Employer or
             following termination of his employment hereunder, to any
             person (other than a person to whom disclosure is necessary in
             connection with the performance of his duties as an employee
             of Employer or to any person specifically authorized by the
             Board of Directors of Employer) any material confidential
             information concerning the Employer or any of its Affiliates,
             including, but not limited to, strategic plans, customer
             lists, contract terms, financial costs, pricing terms, sales
             data or business opportunities whether for existing, new or
             developing businesses; provided, however, the foregoing shall
             not apply to information which is generally known to the
             public or appears as a matter of public record or matters as
             to which disclosure is required by law or appropriate judicial
             or investigative proceeding.

         (b) Non-Competition. During the term of employment provided
             hereunder and for a period of nine months after termination of
             employment, Executive will not directly or indirectly own,
             manage, operate, control or participate in the ownership,
             management, operation or control of, or be connected as an
             officer, employee, partner, director or otherwise with, or any
             have financial interest in, or



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                  aid or assist anyone else in the conduct of, any business
                  which is in competition with any business conducted by the
                  Employer or any Affiliate of Employer in any state in which
                  the Employer or any Affiliate of Employer is conducting
                  business on the date of termination or expiration of this
                  Agreement, provided that ownership of 5% or less of the voting
                  stock of any public corporation shall not constitute a
                  violation hereof. Notwithstanding the foregoing, if Good
                  Reason (as defined in Section 25(c) (iii)-(vi) below) exists,
                  Executive may enter into competition with Employer or any
                  Affiliate of Employer without being in violation of this
                  Agreement; provided, however, in any such event, Executive
                  shall forfeit all rights to payments and other benefits under
                  Section 9, above.

         (c)      Non-Solicitation. During the term of employment provided for
                  hereunder and for a period of nine months after termination of
                  employment Executive will not (i) directly or indirectly
                  solicit business which could reasonably be expected to
                  conflict with the interest of Employer or any Affiliate of
                  Employer from any entity, organization or person which has
                  contracted with the Employer or any Affiliate of Employer,
                  which has been doing business with the Employer or any
                  Affiliate of Employer, from which the Employer or any
                  Affiliate of Employer was soliciting business at the time of
                  the termination of employment or from which Executive knew or
                  had reason to know that Employer or any Affiliate of Employer
                  was going to solicit business at the time of termination of
                  employment, or (ii) employ, solicit for employment, or advise
                  or recommend to any other persons that they employ or solicit
                  for employment, any employee of the Employer or any Affiliate
                  of Employer.

         (d)      Consultation. Executive shall, at the Employer's written
                  request, for a period of nine months after termination of
                  employment cooperate with the Employer in concluding any
                  matters in which Executive was involved during the term of his
                  employment and will make himself available for consultation
                  with the Employer on other matters otherwise of interest to
                  the Employer. The Employer agrees that such requests shall be
                  reasonable in number and will consider Executive's time
                  required for other employment and/or employment search.

         (e)      Enforcement. Executive and the Employer acknowledge and agree
                  that any of the covenants contained in this Section 14 may be
                  specifically enforced through injunctive relief but such right
                  to injunctive relief shall not preclude the Employer from
                  other remedies which may be available to it.

         (f)      Continuing Obligation. Notwithstanding any provision to the
                  contrary or otherwise contained in this Agreement, the
                  agreement and covenants contained in this Section 14 shall not
                  terminate upon Executive's termination of his employment with
                  the Employer or upon the termination of this Agreement under
                  any other provision of this Agreement.



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         15. VACATION. During each year of this Agreement, Executive shall be
entitled to four (4) weeks paid vacation.

         16. HEALTH AND WELFARE BENEFITS; PROFIT-SHARING PLANS. In addition to
the benefits specifically provided for herein, Executive and his family shall be
entitled to participate in all health and welfare benefit plans maintained by
the Employer for executive or managerial employees generally according to the
terms of such plans, including Executive Long Term Disability coverage (which is
an individual medically underwritten policy and subject to a physical
examination for eligibility). Executive shall be entitled to participate in any
profit-sharing, retirement or similar plans established by Employer in which
executive or managerial employees of Employer participate, including any such
plan intended to comply with Section 401(k) of the Internal Revenue Code of
1986, as amended, and any such plan providing supplemental executive retirement
benefits.

         17. EXECUTIVE ASSIGNMENT. No interest of Executive or his spouse or any
other beneficiary under this Agreement, or any right to receive any payment or
distribution hereunder, shall be subject in any manner to sale, transfer,
assignment, pledge, attachment, garnishment, or other alienation or encumbrance
of any kind, nor may such interest or right to receive a payment or distribution
be taken, voluntarily or involuntarily, for the satisfaction of the obligations
or debts of, or other claims against, Executive or his spouse or other
beneficiary, including claims for alimony, support, separate maintenance, and
claims in bankruptcy proceedings.

         18. BENEFITS UNFUNDED. All rights of Executive and his spouse or other
beneficiary under this Agreement shall at all times be entirely unfunded and no
provision shall at any time be made with respect to segregating any assets of
Employer for payment of any amounts due hereunder. Neither Executive nor his
spouse or other beneficiary shall have any interest in or rights against any
specific assets of Employer, and Executive and his spouse or other beneficiary
shall have only the rights of a general unsecured creditor of Employer.

         19. NOTICES. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered or certified
mail to his residence in the case of Executive, or to its principal office in
the case of the Employer and the date of receipt shall be deemed the date which
such notice has been provided.

         20. WAIVER OF BREACH. The waiver by either party of any provision of
this Agreement shall not operate or be construed as a waiver of any subsequent
breach by the other party.

         21. ASSIGNMENT. The rights and obligations of the Employer under this
Agreement shall inure to the benefit of and shall be binding upon the successors
and assigns of the Employer. The Executive acknowledges that the services to be
rendered by him are unique and



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personal, and Executive may not assign any of his rights or delegate any of his
duties or obligations under this Agreement.

         22. ENTIRE AGREEMENT. This instrument contains the entire agreement of
the parties and supersedes all other prior agreements, employment contracts and
understandings, both written and oral, express or implied with respect to the
subject matter of this Agreement and may not be changed orally but only by an
agreement in writing signed by the party against whom enforcement of any waiver,
change, modification, extension or discharge is sought.

         23. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Tennessee, without giving effect to the principles of conflicts of law
thereof.

         24. HEADINGS. The sections, subjects and headings of this Agreement are
inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

         25. DEFINITIONS. For purposes of this Agreement:

         (a) "Affiliate" shall have the meaning set forth in Rule 144(a)(1)
             promulgated under the Securities Act of 1933, as amended.

         (b) "Good Cause" shall be deemed to exist if, and only if:

             (i)      Executive engages in material acts or omissions
                      constituting dishonesty, breach of fiduciary
                      obligation or intentional wrongdoing, malfeasance or
                      non-compliance with written directives approved by
                      the Board of Directors which are demonstrably
                      injurious to Employer;

             (ii)     Executive is convicted of a violation involving fraud
                      or dishonesty; or

             (iii)    Executive's unexcused failure to report to work for
                      twenty (20) consecutive days, except in the event of
                      time taken for vacation, disability, sickness or
                      business travel; or

             (iv)     Executive materially breaches this Agreement (other
                      than by engaging in acts or omissions enumerated in
                      paragraphs (i), (ii) and (iii) above), or materially
                      fails to satisfy the conditions and requirements of
                      his employment with Employer, and such breach or
                      failure by its nature is incapable of being cured, or
                      such breach or failure remains uncured for more than
                      30 days following receipt by Executive of written
                      notice from Employer specifying the nature of the
                      breach or failure and demanding the cure thereof. For
                      purposes of this paragraph (iv), inattention by
                      Executive to his duties shall be deemed a breach or
                      failure of cure.



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                  Without limiting the generality of the foregoing, if Executive
                  acted in good faith and in a manner he reasonably believed to
                  be in, and not opposed to, the best interest of Employer and
                  had no reasonable cause to believe his conduct was unlawful in
                  connection with any action taken by Executive in connection
                  with his duties, it shall not constitute Good Cause.

         (c)      "Good Reason" shall exist if there is a significant change in
                  the nature or the scope of Executive's position and authority
                  as a result of a change in control of Employer, which shall
                  include the following occurrences:

                  (i)      there is a reduction in Executive's rate of base
                           salary;

                  (ii)     relocation to another city required without mutual
                           consent of Executive and Employer;

                  (iii)    the acquisition of at least a majority of the
                           outstanding shares of Common Stock (or securities
                           convertible into Common Stock) of Employer by any
                           person, entity or group (as used in Section 13(d)(3)
                           and Rule 13d-5(b)(1) under the Securities Exchange
                           Act of 1934, as amended);

                  (iv)     the merger or consolidation of Employer with or into
                           another corporation or other entity, or any share
                           exchange or similar transaction involving Employer
                           and another corporation or other entity, if as a
                           result of such merger, consolidation, share exchange
                           or other transaction, the persons who owned at least
                           a majority of the Common Stock of Employer prior to
                           the consummation of such transaction do not own at
                           least a majority of the Common Stock of the surviving
                           entity after the consummation of such transaction;

                  (v)      the sale of all, or substantially all, of the assets
                           of Employer; or

                  (vi)     any change in the composition of the Board of
                           Directors of Employer, as a result of a contested
                           election such that persons who at the beginning of
                           any period of up to two years constituted at least a
                           majority of the Board of Directors of Employer, or
                           persons whose nomination was approved by such
                           majority, cease to constitute at least a majority of
                           the Board of Directors of Employer at the end of such
                           period.

         (d)      "Severance Period" shall mean the period beginning on the date
                  the Executive's employment with Employer terminates without
                  Good Cause under circumstances described in Section 9 and
                  ending 9 months thereafter.



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         (e) "Welfare Plans" shall mean any health and dental plan,
             disability plan, survivor income plan and life insurance plan
             or arrangement currently or hereafter made available by
             Employer in which Executive is eligible to participate.

         26. COUNTERPARTS. This Agreement may be executed in counterparts, each
of which shall be deemed an original.

         27. SEVERABILITY. In the event any provision of this Agreement is held
illegal or invalid, the remaining provisions of this Agreement shall not be
affected thereby. In the event that Section 14(b) is determined by a court of
competent jurisdiction to be invalid due to overbreadth, such Section 14(b)
shall be constructed as narrowly as necessary to be enforceable.

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



                                         -------------------------------------
                                         George R. Mark


                                         COVENTRY CORPORATION



                                    By:
                                         -------------------------------------
                                         Allen F. Wise
                                         President and Chief Executive Officer













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                                                                     EXHIBIT "A"
                              COVENTRY CORPORATION
                                RELOCATION POLICY
                                  NEW EMPLOYEES

I.       Purpose

         This policy outlines the nature of financial assistance provided to
         exempt salaried employees who are relocating at the request and for the
         benefit of the Company.

II       Administration

         Relocation under this policy will be coordinated through Human
         Resources. Any exceptions to this policy must receive prior approval by
         Human Resources.

III.     General Provisions

              -   Eligibility - Subject to the limitations and exclusions set
                  out herein, all exempt salaried employees who relocate
                  their residence at the request of the Company are eligible
                  for the benefits described in this policy. The new assignment
                  must result in at least a thirty-five (35) mile increase in
                  the distance from the employee's former residence to his new
                  business location for moving expenses to be paid.

              -   Benefit Period - Eligible employees will be allowed six months
                  from the effective date of their transfer to complete and
                  apply for relocation reimbursements.

              -   Eligible Expenses - Only the necessary and reasonable expenses
                  incurred as a direct result of the move which are covered by
                  this policy are eligible for payment or reimbursement. These
                  expenses typically relate to:

                       -   Househunting
                       -   Sale of former residence
                       -   Purchase of new residence
                       -   Temporary living
                       -   Transportation of household goods
                       -   Move expenses
                       -   Miscellaneous expenses
                       -   Taxes



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IV       Househunting

         Reasonable pre-move travel, meals, lodging, and car rental expenses to
         search for a new residence will be reimbursed as follows:

                        -  One trip for the employee and spouse to locate
                           housing
                        -  Trip may not exceed seven (7) days
                        -  Coach air fair
                        -  Meals
                        -  Seven (7) nights lodging
                        -  Car rental
                        -  Parking and tolls
                        -  Reasonable child care expenses

V.       Purchase of New Residence

         If the employee was a home owner in the previous location the Company
         will pay the reasonable expenses involved in the purchase of a home at
         the employee's new location according to local law or custom up to the
         following limits:


         -  Loan origination fees where required to obtain a mortgage up
            to maximum of 1% of the mortgage.


         -  Other buying expenses such as appraisal, credit report, and
            survey when required by law, custom, or mortgagee; escrow fee
            excluding insurance and tax deposit; mortgagee's title policy;
            abstract or title guarantee; recording of mortgage and deed;
            state mortgage tax; and attorney's fee consistent with local
            requirements.


         -  Full or prorated hazard insurance, private mortgage insurance,
            property taxes, or interest charges are not reimbursable.


         The Company expects that home purchase at the new location will
         coincide with the commencement of the new assignment. If circumstances
         require that the new home purchase be delayed, approval must be
         obtained from the Human Resources for reimbursement of eligible
         expenses to be made.

         Real Estate conditions, practices and terms vary with geographic area.
         It is the employee's responsibility to "shop around" and negotiate for
         the best terms available concerning mortgage conditions, attorney's
         fees and closing costs. Mortgage fees and closing costs, for example,
         that are out of line with current terms in that community will not be
         reimbursed.



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VI.      Temporary Living

         The Company will reimburse the employee for expenses incurred for
         temporary living while on assignment at the new location prior to
         moving into permanent quarters. If hotel arrangements must be made, a
         reasonable weekly rate should be obtained. The employee will be
         reimbursed for the following reasonable expenses:

               -  Lodging
               -  Car Rental
               -  Meals or groceries

         Temporary living expenses will be covered for a period not exceed four
         (4) months. Travel time away from the new work location during this
         period does not alter the four (4) month limitation. The employee who
         has started to wok at the new location and has not completed relocation
         to the new area may be reimbursed for one trip every other week to his
         former location.

VVI.     Transportation of Household Goods

         Human Resources will arrange for an approved carrier to contact the
         employee. The moving company will arrange for packing and shipping of
         the employee's normal household goods.

         The Company will reimburse for:

               -  Insurance (at replacement value)
               -  Storage of furniture (with prior approval)
               -  Disconnecting & connecting of washers, dryers, stoves,
                  freezers, refrigerators.
               -  Reimbursement is not made of wiring or plumbing of these
                  appliances.
               -  Shipping outdoor swing sets (dismantle and reassemble not
                  included)

         The following items will not be moved or insured at the Company's
expense:

               -  Recreational motor vehicles or airplanes (that can be driven
                  to towed, motorcycles excluded)
               -  Boats (too big for regular shipment long with household goods)
               -  Patio slate
               -  Fertilizer
               -  Cement
               -  Frozen foods
               -  Shrubbery




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               -  Firewood
               -  Lumber or other building material
               -  Sand
               -  Horses
               -  Portable swimming pools
               -  Love plants
               -  Jewelry, Precious stones, valuable collections, legal
                  documents, money in any cash form (cash, securities, bonds,
                  notes)
               -  Inoperative automobiles

VIII     Move Expenses

         The Company reimburses an employee for transportation cost to the new
         location and expenses until the family is settled in permanent
         quarters. The following items are reimbursable:

               -  Travel by employee's car (prevailing mileage rates)
               -  Lodging (up to five nights)
               -  Meals (up to five days)

         Normally, extra charges for weekend pick-up or delivery of household
         goods are not authorized.

IX       Tax Treatment

         Reimbursed relocation expenses are considered to be income by the
         Internal Revenue Service. The IRS requires the Company to report all
         reimbursed relocation expenses and withhold income tax from
         reimbursements estimated to be over the amount tax deductible by the
         employee.

         The Company attempts to limit the employee's tax liability caused by
         the reimbursement of relocation expenses. A "gross up" of money will be
         paid to the employee to cover the estimated tax resulting from
         non-deductible reimbursed expenses. Miscellaneous expense allowance
         will be excluded from this gross-up.



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