Exhibit 10
    (iii) 38.





SEPARATION
   AGREEMENT





This Separation Agreement (hereinafter the
   Agreement) is entered into by James R. Mahoney (hereafter
   Mahoney), an individual, and The IT Group, Inc., a Delaware
   corporation, and its subsidiaries and affiliates (collectively referred to
   as the Company).





RECITALS





A.    WHEREAS,Mahoney has been employed by the Company, has held the position of Sr.
   Vice President of The IT Group, Inc. and IT Corporation, as well as serving
   as an officer and director of other affiliates and subsidiaries of the
   Company; and





B.    WHEREAS,Mahoney and the Company wish to finally and forever resolve all matters
   between them relative to Mahoneys employment and his entitlement to
   severance pay and other additional forms of compensation and benefits, and
   to provide for his resignation and the termination of the employment
   relationship;





C.    NOW, THEREFORE,in consideration of the aforementioned recitals and the mutual covenants
   and conditions set forth below and in full settlement of any and all claims
   for allegedly lost compensation including, without limitation, all claims
   for back pay, severance pay, accrued Paid Time Off, continuation of health
   or other benefits or any other payment in the nature of compensation
   allegedly attributable to Mahoneys employment by the Company, and any
   and all other claims which were or could have been raised by either party
   prior to the date of this Agreement, the sufficiency of which consideration
   is hereby acknowledged, Mahoney and the Company hereby agree as
   follows:





AGREEMENT





1.    Resignation and
   Termination of Employment.    Effective as of August
   21, 1999 (the Resignation Date), Mahoney resigns as an employee
   and officer of the Company, knowing that he is irrevocably giving up
   whatever rights he has, if any, to continued employment with the Company
   after the Resignation Date. The Company accepts Mahoneys resignation,
   and has informed Mahoney prior to his execution of this Agreement that it
   will not permit Mahoney to withdraw his resignation. Mahoney shall perform
   no further duties for the Company after August 21, 1999 except such duties
   as may arise under the terms of this Agreement.





2.    Salary 
      Effective as of August 21, 1999, the Company will pay to
   Mahoney the rate of his annual salary, less payroll deductions for taxes, in
   equal biweekly payments, until December31, 1999 or the date that
   this Agreement has been accepted and signed by Mahoney and Company. All sums
   paid biweekly after the Resignation Date shall be credited against the
   Severance Pay described in Paragraph 3.





3.    Severance Pay.
       The Company shall pay to Mahoney a severance payment
   of $340,000.00, less normal payroll deductions, in a lump sum, which shall
   be payable seven (7) days after the signature and acceptance of this
   Agreement by both Mahoney and Company. This severance payment is in lieu of
   and extinguishes all rights or claims to any other salary or severance
   right, or to any other payment except as expressly provided herein. Mahoney
   agrees that he has been fully paid for any and all accrued and vested wages
   and benefits to the date of resignation.








4.    Paid Time Off
       Mahoney acknowledges that he has been paid all
   accrued salary and Paid Time Off, less normal payroll deductions, through
   the Resignation Date, except for the sum of $2,604.44 which shall be payable
   to Mahoney, less normal payroll deductions, with the Severance Pay provided
   in Paragraph 3. Paid Time Off benefits shall cease to accrue
   after the Resignation Date.





5.    Benefits 
      Mahoneys eligibility to participate in the Company
   s benefit programs, including but not limited to disability and life
   insurance benefits, shall terminate effective August 21, 1999. The Company
   shall arrange to provide a maximum of fifty (50) months of executive health
   insurance coverage from the date of termination or until Mahoney is employed
   by a company or entity which offers health insurance coverage, or until
   Mahoney obtains any other health insurance coverage. Mahoney will notify the
   company when he becomes eligible for such health insurance coverage. In
   order to qualify for this executive health insurance coverage, Mahoney
   agrees to be an employee on call. Mahoney will be available to
   provide services to the Company as requested by the Company anytime during
   the initial thirty-two (32) month period or portion thereof. Mahoney will be
   paid for such services at his last salary rate, prorated over the time of
   performance. Mahoney will execute any necessary or appropriate documents to
   establish his status as an employee on call. In regard to the last eighteen
   (18) months of executive health insurance coverage, this coverage will be
   provided pursuant to COBRA and Mahoney will be responsible to pay the
   premiums for such coverage. Mahoney will also be provided any additional
   benefits that are agreed upon between the Company and Mr. Raymond Pompe,
   retroactive to the Resignation Date of August 21, 1999.





6.    Expenses Related
   to Seeking Employment.    In further consideration
   of the promises and releases contained herein, Company agrees to provide to
   Mahoney the sum of $25,000.00 on account of outplacement services, which sum
   shall be payable seven (7) days after the execution and acceptance of
   this Agreement by both Mahoney and Company.





7.    Retirement
   Plans.    Mahoney shall cease to participate in
   Companys qualified and non-qualified retirement plans on August 21,
   1999, in accordance with the terms of those plans. For purposes of the
   Executive Stock Ownership and Executive Bonus Plans, it is acknowledged and
   agreed that Mahoney is considered as having retired. In lieu of any company
   payments to the 401K plan or restoration plan in the year 2000, Company will
   pay Mahoney a lump sum of $8,000.00. Company will also pay Mahoney the sum
   of $2,060.00, which represents the matching funds that were credited to his
   account at Fidelity after August 21, 1999, which will subsequently be
   debited to his account.





8.   
    Bonuses.





(a)    Management
   Incentive Plan.    Mahoney acknowledges that he has
   been paid all monies payable to him under the FY 1999 Management Incentive
   Plan (MIP), in lieu of any other bonus or Incentive Awards. Mahoney shall
   not be entitled any incentive awards for any period of time after August 21,
   1999.





(b)    Executive Bonus
   Plan.    Mahoney is entitled to one performance
   bonus and one continuous service bonus, totaling $54,813.00. Such amount has
   been applied to reduce the loan balance due under Paragraph 10(c) of this
   Agreement, to the amount shown in such paragraph.


Mahoney is entitled
   to be paid a tax gross-up on such bonus, in the amount of $51,410.00. In
   addition, Mahoney shall be eligible for further performances bonuses through
   August 21, 2000, if the Companys stock price reaches the levels
   established in the Plan.





9.    Stock Rights and
   Options    As provided in Paragraph 7
   hereof, the parties acknowledge that for purposes of Mahoneys Stock
   Options, he shall be recognized as having retired effective August 21,
   1999:





(a)    The parties
   acknowledge that Mahoney has received stock options of the Company which
   were awarded to him on May 7, 1992, June 3, 1993, April 29, 1994, February
   25, 1997, May 13, 1997, May 26, 1998 and February 23, 1999, which may be
   exercised by Mahoney in accordance with, and subject to, the terms of such
   grants.





(b)    The parties
   acknowledge that Mahoney has 2,500 shares of Restricted Stock. In
   consideration for the promises and releases contained herein, the Company
   agrees to lift the restrictions on these shares of stock.





(c)    The parties
   acknowledge that Mahoney has received certain options pursuant to Company
   s November 17, 1998 Executive Stock Ownership Program. Such options,
   whether vested or nonvested, shall expire or remain eligible for vesting in
   accordance with the terms of the grants.





10.    Loans: 
      The parties acknowledge that Mahoney has received a
   Relocation loan and two Stock Purchase Loans from Company:





(a)    December 2, 1996
   Stock Purchase Loan    The balance of $100,000.00
   owing to the Company by Mahoney on the 1996 Stock Purchase Loan shall be
   repaid to Company in accordance with the terms of that Loan Agreement.
   Mahoney hereby authorizes Company to withhold the balance owing to Company
   from the Severance Payment provided for in Paragraph 3 of this
   Agreement.





(b)    Relocation
   Loan    No interest shall accrue on account of the
   1998 Relocation Loan until August 21, 1999, after which interest shall be
   paid on the unpaid principal at prime rate plus 1% per annum. The Principal
   remaining due of Eighty Thousand and no/100 Dollars ($80,000.00) on this
   Relocation Loan shall be repaid by Mahoney in 8 annual installments of Ten
   Thousand and no/100 Dollars, plus interest ($10,000.00), payable on or
   before December 31st of each year, beginning on December 31, 1999. The
   outstanding principal balance of this Loan shall become immediately due and
   payable upon Mahoneys failure to make payment of any installment when
   due. Mahoney shall have the right to prepay at any time all or any portion
   of the principal due under the Relocation Loan without penalty or premium.
   Mahoney agrees that the first Annual Installment in the amount of
   $12,603.84, including interest through February 28, 2000, of such Relocation
   Loan will be paid within seven (7) days after signing this
   Agreement.





(c)    November 17,
   1998 Executive Stock Ownership Program Loan    The
   balance owing to the Company by Mahoney on the Executive Stock Ownership
   Loan shall be payable by Mahoney on the Resignation Date, in accordance with
   the terms of that loan and the Executive Stock Ownership Program. This Loan
   is due thirteen (13) months after termination of employment,
   i.e.,


September 19, 2000.
   The amount due will be $107,524.00, and Mahoney agrees to pay that amount
   due on that date. Mahoney may pay the balance due earlier than September 19,
   2000, and his total payment will be reduced by the amount of the interest
   that would accrue between the early payment date and September 19,
   2000.





11.    Deferred
   Compensation    Mahoney shall be entitled to receive
   all sums vested and payable to him under the Company Deferred Compensation
   Plan and the Company Restoration Plan, pursuant to Mahoneys elections
   and the terms of those benefit plans.





12.    Car
   Allowance.    No car allowance shall be granted by
   Company to Mahoney after August 21, 1999.





13.    Other
   Expenses    Mahoney agrees to reimburse Company for
   all personal expenses charged to the Company, and Company agrees to
   reimburse Mahoney for any reasonable expenses incurred by Company at Company
   s request, in accordance with Company policy.





14.    Sole
   Entitlement.    Mahoney agrees that his sole
   entitlement to compensation, payments of any kind, monetary and/or
   nonmonetary benefits and/or perquisites with respect to his employment with,
   his services rendered to, and all other matters between Mahoney and the
   Company, is as expressly set forth in this Agreement.





Mahoney and the Company expressly agree that
   the Employment Agreement dated November 20, 1996, between Mahoney and the
   Company is hereby terminated and is of no force and effect whatsoever. Any
   provisions of such Employment Agreement, including but not limited to
   Paragraphs 5, 6 and Paragraph 17 thereof, which are or may be claimed to be
   inconsistent with this termination or Mahoneys resignation, are hereby
   waived by both parties.





15.    Releases by
   Mahoney.    Mahoney does hereby and forever release
   and discharge the Company and the past and present parent, subsidiary and
   affiliated corporations of the Company as well as the successors,
   shareholders, officers and directors of corporate shareholders, officers,
   directors, heirs, predecessors, assigns, agents, employees, attorneys and
   representatives of each of them, past or present, from any and all cause or
   causes of action, actions, judgments, liens, indebtedness, damage, losses,
   claims, liabilities, and demands of whatsoever kind or character, known or
   unknown, suspected to exist or not suspected to exist, anticipated or not
   anticipated, whether or not heretofore brought before any state or federal
   court or before any state or federal agency or other governmental entity,
   whether statutory or common law, Including without limitation on the
   generality of the foregoing, any and all claims, demands or causes of action
   attributable to, connected with, or incidental to the employment of Mahoney
   by the Company, the separation of that employment and any dealings between
   the parties concerning Mahoneys employment or any other matter
   existing prior to the date of execution of this Agreement, excepting only
   those obligations to be performed hereunder. This release is intended to
   apply to any claims arising from federal, state or local laws which prohibit
   discrimination on the basis of race, national origin, sex, religion, age,
   marital status, pregnancy, disability, disability, ancestry, sexual
   orientation, family or personal leave or any other form of discrimination,
   or to laws such as workers compensation laws, which provide rights and
   remedies for injuries sustained in the workplace or any common law claims of
   any kind, including, but not limited


to, breach of
   privacy, misrepresentation, defamation, wrongful termination, tortious
   infliction of emotional distress, loss of consortium and breach of fiduciary
   duty, violation of public policy and any other common law claim of any kind
   whatever, any claims for severance pay, sick leave, family leave, vacation,
   life insurance, bonuses (including, but not limited to, bonuses payable
   under the FY 1999 Management Incentive Plan), health insurance, disability
   or medical insurance or any other fringe benefit or compensation, and all
   rights and claims arising under the Employee Retirement Income Security Act
   of 1974 (ERISA), or pertaining to ERISA regulated
   benefits.





16.    Continuing
   Fiduciary Obligations and Unfair Competition.





(a)    Mahoney
   acknowledges that he is obligated by contract and by operation of law to
   maintain the confidentiality of the Companys trade secrets and other
   confidential information (i.e., information designated or commonly known as
   confidential) not publicly known, and covenants and agrees that he shall not
   use or divulge, disclose, or communicate to any other person, firm, or
   corporation, any of the Companys trade secrets or confidential
   information except as disclosure shall be compelled by judicial process.
   Nothing contained in this paragraph is intended to preclude Mahoney from
   working for a competitor or from using non-trade secrets and/or
   non-confidential information learned by him in the course of his employment
   with the Company.





(b)    Mahoney agrees that
   he shall not, for a period of one year from August 21, 1999, directly or
   indirectly, by or for himself, or as the agent of another, or through others
   as an agent, directly (i) recruit, solicit or induce, or attempt to induce
   any officer or employee (other than employees engaged in secretarial
   functions) of Company or any of its affiliates, to leave the Companys
   employ or otherwise interfere with the employment relationship between any
   such person and the Company or any of its affiliates or (ii) hire any such
   person recruited in violation of (i) immediately above. Nothing herein shall
   preclude Mahoney or any other person, firm or corporation which whom he is
   associated, from hiring any officer or employee of Company or any of its
   affiliates, if such officer or employee elects to apply for such employment
   of his or her own volition.





(c)    Mahoney agrees that
   he has delivered to Company all correspondence, drawings, manuals, letters,
   notes, notebooks, reports, programs, plans, proposals, financial documents,
   or any other documents concerning the Companys customers, business
   plans, marketing strategies, products or processes which are Company
   property, or which are non-public or which contain proprietary information
   or trade secrets.





17.    Prohibition
   Against Defamation and Willful Disparagement.    The
   Company and Mahoney agree that they will not orally or in writing defame,
   criticize, or willfully disparage, or in any manner undermine the reputation
   of the other, or in the case of the Company, any subsidiary or affiliated
   corporation of the company, the Company itself, or any employee, officer or
   director of the Company or any subsidiary or affiliate of the Company,
   except as required by compulsion of law to truthfully testify. Company
   agrees to provide to Mahoney a letter of reference, in the form attached
   hereto. It is the intention of the parties that any inquiries from potential
   employers of Mahoney as to Mahoneys job performance, his interpersonal
   and other management skills and the reason for his departure from employment
   at the Company be responded to solely by the Human Resources Department of
   Company in accordance with Company policies. In any such communication to
   a


prospective employer
   of Mahoney, the reason for Mahoneys departure shall be given as a
   consolidation of management functions.





18.    Cooperation.
       Mahoney agrees to cooperate with the company in
   connection with any future or currently pending litigation, including
   without limitation, by making himself available to testify in actions as
   reasonably requested by the Company. In the event that Mahoney is required
   to spend a significant amount of time in any such activities, he shall be
   compensated at an hourly rate of $250 per hour, except that Mahoney shall
   not receive such compensation in any case or matter in which Mahoney is
   personally named as a defendant. In the event Mahoney is named as a
   defendant in any litigation or other proceeding involving the Company where
   Mahoney is required to defend himself with respect to events which relate to
   or occurred during his employment with the Company, to the extent that
   Mahoney is not otherwise covered by any insurance policy maintained by the
   Company, the Company shall be responsible for providing a defense to, and
   indemnify, Mahoney, to the same extent and under the same conditions as if
   he were an officer of the Company.





19.    Legal Advice.
       Each party has received independent legal advice
   from his or its attorneys with respect to the advisability of making the
   settlement provided for herein, with respect to the advisability of
   executing this Agreement and with respect to its meaning. Mahoney
   specifically acknowledges that his release includes any unknown,
   unsuspected, and/or unanticipated claims that he may have, whether or not
   they may be material to this Separation Agreement and the releases it
   contains. To the maximum extent permitted by law, Mahoney waives any and all
   state and federal laws to the contrary.





20.    Factual
   Investigation.    Each party to this Agreement has
   made such investigation of the facts pertaining to the matters resolved by
   this Agreement and of all the matters pertaining thereto as he or it deems
   necessary. Each party hereto is aware that he or it may hereafter discover
   claims or facts in addition to or different from those he or it now knows or
   believes to be true with respect to the matters resolved herein.
   Nevertheless, it is the intention of each party to fully, finally and
   forever settle and release all such matters and all claims relative thereto
   which may exist or may heretofore have existed between them.





21.   
    Confidentiality.    This Agreement and its
   provisions are intended to be confidential. Accordingly, except as may be
   required to satisfy the Companys public disclosure or financial or
   accounting requirements or as may be compelled by court order, neither the
   Company, its officers and directors, nor Mahoney shall disclose or publicize
   to any person, firm or corporation, the terms of this Agreement without the
   consent of the other party. As reasonably necessary, Mahoney may discuss
   this Agreement with his wife, attorney, financial advisor, tax advisor,
   benefit advisor or compensation advisor and Company may discuss this
   Agreement with its attorneys, officers, directors and managers provided,
   however, that each agrees to be bound by the terms of this paragraph to keep
   the information confidential. Mahoney may also discuss this Agreement with
   James G. Kirk, and Ann Harris, so long as in each instance they are Company
   employees at the time of Mahoneys discussions, and as necessary with
   any employer or prospective employer.





22.    Assignment.
       Each of the parties represents and warrants that he
   or it has not heretofore assigned, transferred or granted or purported to
   assign, transfer or grant any claims, matters,


demands or causes of
   action herein released, disclaimed, discharged or terminated, and agrees to
   indemnify and hold harmless any other party from and against any and all
   costs, expense, loss or liability incurred as a consequence of any such
   assignment.





23.    Recitals and
   Paragraph Headings.    Each term of this Agreement
   is contractual and not merely a recital. All recitals are incorporated by
   reference into this Agreement. Captions and paragraph headings are used
   herein for convenience only, are no part of this Agreement and shall not be
   used in interpreting or construing it.





24.    Additional
   Documents.    The parties will execute all such
   further and additional documents and undertake all such other actions as
   shall be reasonable, convenient, necessary or desirable to carry out the
   provisions of this Agreement.





25.    No
   Admissions.    This Agreement effects the settlement
   of claims which are denied, disputed and/or contested and nothing contained
   herein shall be construed as an admission by any party hereto of any
   liability of any kind to any other party. Each of the parties hereto denies
   any liability in connection with any claim and intends merely to avoid the
   uncertainties and costs of litigation and buy his or its peace.





26.    Entire
   Agreement.    This Agreement constitutes a single
   integrated contract expressing the entire agreement of the parties with
   respect to the subject matter hereof and supersedes all prior and
   contemporaneous oral and written agreements and discussions with respect to
   the subject matter hereof. There are no other agreements, written or oral,
   express or implied, between the parties hereto, concerning the subject
   matter hereof, except as set forth herein. This Agreement may be amended
   only by an agreement in writing.





27.    Binding
   Effect.    This Agreement is binding upon and shall
   inure to the benefit of the parties hereto, their heirs, assignees and
   successors in interest (including successors in any reorganization or merger
   with any other entity).





28.    Construction of
   Agreement.    Each party has cooperated in the
   drafting and preparation of this Agreement, and, accordingly, in any
   construction or interpretation of this Agreement, the same shall not be
   construed against any party by reason of the source of drafting.





29.    Costs and
   Attorneys Fees.    Each party is to bear its
   own costs and attorneys fees incurred in connection with the matters
   resolved by this Agreement and in connection with the negotiation and the
   preparation of this Agreement. However, in the event of litigation or
   arbitration relating to or for the enforcement of this Agreement, the
   prevailing party shall be entitled to reasonable attorneys fees and
   costs actually incurred.





30.    Taxes. 
      Mahoney acknowledges his responsibility for any and all
   taxes due with respect to the sums paid to him under this Agreement,
   represents that he has received independent advice concerning his tax
   obligations, and states that he has not relied upon representations or
   advice, if any, of the Company or their counsel concerning the taxable or
   nontaxable nature of the sums payable hereunder. Mahoney agrees that he will
   indemnify and hold the company harmless from any


and all claims for
   taxes, penalties and/or interest based upon the payments to be made under
   this Agreement.





31.    No Waiver.
       The failure to enforce at any time any of the
   provisions of this Agreement, or to require at any time performance by the
   other party of any of the provisions hereof, shall in no way be construed to
   be a waiver of such provisions or to affect either the validity of this
   Agreement or any part hereof or the right of either party thereafter to
   enforce each and every provision in accordance with the terms of this
   Agreement.





32.    Arbitration.
       Except in connection with an action by the Company
   or Mahoney for injunctive or other equitable relief, any controversy,
   dispute, or claim between the parties of this Agreement or any party
   released pursuant to it, including any claim arising out of or in connection
   with the interpretation, performance or breach of this Agreement, shall be
   resolved exclusively by arbitration before a single arbitrator conducted in
   Washington, D.C., in accordance with the rules of the American Arbitration
   Association for the resolution of Employment Disputes. This agreement to
   resolve any disputes by binding arbitration shall extend to claims against
   any shareholder of the Company, any subsidiary or affiliates of the Company,
   any officers, directors, employees, or agents of the Company, or any of the
   above, and shall apply as well to claims arising out of state and federal
   statutes and local ordinances as well as to claims arising under the common
   law. The parties intend that this Agreement to arbitrate be valid,
   enforceable and irrevocable and that it provide the exclusive remedy with
   respect to all disputes within its scope.





33.    Mahoneys
   Understanding.    Mahoney states that he has
   carefully read this Agreement, which it has been fully explained to him by
   his attorney, that he fully understands its final and binding effect and
   understands that he is releasing certain rights and entitlements, that the
   only promises made to him to sign the Agreement are those stated above, and
   that he is signing this Agreement voluntarily.





34.    Age
   Discrimination in Employment Act Waiver.    The
   waiver given below is given only in exchange for consideration which is in
   addition to anything of value to which Mahoney is already entitled, the
   sufficiency of which is hereby acknowledged by Mahoney. The waiver set forth
   below does not waive rights or claims which may arise after the date of
   execution of this Agreement. Mahoney acknowledges that (i) this entire
   Agreement is written in a manner calculated to be understood by Mahoney;
   (ii) that by reviewing this Agreement or drafts thereof he has been advised
   in writing to consult with an attorney before executing this Agreement, and
   (iii) he was given a period of 21 days within which to consider the
   Agreement, and (iv) to the extent he executes this Agreement before the
   expiration of the 21-day period, he does so knowingly and voluntarily and
   only after consulting with an attorney. Mahoney shall have the right to
   cancel and revoke this Agreement during a period of 7 days following his
   execution of the Agreement and this Agreement shall not become effective,
   and no money shall be paid hereunder until the expiration of such 7-day
   period. Mahoney or his counsel shall notify the Companys counsel in
   writing of the date of the execution of this Agreement and shall send by fax
   ((412)858-3997) to Companys counsel a signed and dated copy of the
   signature page signed by Mahoney. The 7-day period of revocation shall
   commence upon the date of Mahoneys execution of this agreement. Within
   the 7-day revocation period, Mahoney or his counsel shall forward to the
   Company and Companys counsel a copy of this Agreement fully executed
   by Mahoney. In order to revoke this Agreement, Mahoney shall deliver to the
   Company,


prior to the
   expiration of said 7-day period, a written notice of
   cancellation.





In addition to the release set forth at
   Paragraph 15 hereof, Mahoney hereby voluntarily and knowingly waives all
   rights or claims arising under the Federal Age Discrimination in Employment
   Act.





IN WITNESS WHEREOF, the parties hereto
   have executed this Agreement on the dates and years written
   below.





EXECUTION AND
   ACKNOWLEDGMENT BY JAMES R. MAHONEY





I received this Separation Agreement on
   February 28, 2000. I understand that I have twenty-one (21) days thereafter
   within which to consider this Agreement with my legal counsel. I freely
   choose to sign this Separation Agreement on February 28, 2000. I understand
   that I will have seven (7) days thereafter within which to revoke my
   acceptance of this Separation Agreement and that the Separation Agreement
   shall not be effective under the expiration of that seven (7) day period.
   Executed at Washington, DC, this 28th day of February, 2000.





| | /s/ JAMES R.
     MAHONEY
| | -------------------------

| | 
| | 

| | JAMES R.
     MAHONEY
| | ---------------------




EXECUTION AND
   ACKNOWLEDGMENT BY THE IT GROUP, INC.





Dated: ,
   2000


At:   
        Monroeville, Pennsylvania





| | THE IT GROUP,
     INC.
| | -----------------------




| | By:  
       /s/ ANN P. HARRIS
| | ------------------------------

| | 
| | 

| | Duly Authorized ANN
     P. HARRIS
| | ----------------------------------