EXHIBIT 10.2

                      DIRECTOR INDEMNIFICATION AGREEMENT

     This  Agreement,  dated as of __________ ___, 199__ is entered into between
Whitman  Education  Group,  Inc., a corporation  organized under the laws of the
State of Florida (the "Company"), and ______________________ (the "Director").

                                                     Recitals

     A.  Highly   competent   persons  are  becoming  more  reluctant  to  serve
publicly-held corporations as directors or as executive officers unless they are
provided with adequate protection through insurance or adequate  indemnification
against inordinate risks of claims and actions against them arising out of their
service to, and activities on behalf of, the corporation.

     B. The current  impracticability  of obtaining  adequate  insurance and the
uncertainties  relating to  indemnification  have  increased  the  difficulty of
attracting and retaining such persons.

     C. The Bylaws of the Company presently  provide,  among other things,  that
the  Company  shall  indemnify  its  directors  and  officers to the full extent
permitted by law.

     D. The Board has determined that the difficulty in attracting and retaining
highly  competent  persons is detrimental to the best interests of the Company's
shareholders  and that the Company  should act to assure such persons that there
will be  increased  certainty  of  protection  against  risks of such claims and
actions against them in the future.

     E. It is reasonable,  prudent, and necessary for the Company  contractually
to obligate itself to indemnify such persons to the fullest extent  permitted by
applicable  law so that they will serve or continue  to serve the  Company  free
from undue concern that they will not be so indemnified.

     F. The  Director  is willing to serve or continue to serve as a director of
the Company on the condition that the Director be so indemnified.

                                    AGREEMENT

     1. DEFINITIONS.  As used in this Agreement,  the following terms shall have
the meanings indicated below:

     (a) "Related  Party" shall refer to (i) any other  corporation in which the
Company  has an equity  interest of at least  fifty  percent  (50%) and (ii) any
other corporation or any limited liability company, partnership,  joint venture,
trust, employee benefit plan or any other enterprise or association in which the
Director has served in any Indemnified  Position,  at the request of the Company
or for the  convenience  of the Company or to represent the Company's  interest.
Any entity or plan  described  in Section  1(a)(ii) in which the Company has any
interest  or which is  established  in whole or in part for the  benefit  of the
Company or any other Related Party or the Company or Related  Party's  employees
shall be presumed to be a Related Party.

                                       -1-

<PAGE>



     (b)  "Indemnified  Position"  shall  refer  to  any  position  held  by the
Director,  or  pursuant to which the  Director  acts,  as an officer,  director,
employee, partner, trustee, fiduciary,  administrator or agent of the Company or
a Related Party.

     (c) "Indemnified Event" shall mean any claim asserted against the Director,
whether civil, criminal, administrative or investigative in nature, for monetary
or other relief;  or any Proceeding to which the Director is named as a party or
is a subject of or witness in, or with respect to which he or she is  threatened
to be named as a party,  subject or witness,  brought  against  the  Director by
reason of his or her serving or acting in any Indemnified Position or arising or
allegedly  arising directly or indirectly out of, or otherwise  relating to, any
action, omission,  occurrence or event involving the Director in any Indemnified
Position, including any Proceeding,  formal or informal or otherwise,  conducted
or brought by the  Securities  and  Exchange  Commission  or other  governmental
agency,  or The National  Association  of Securities  Dealers,  Inc., a national
stock exchange or similar organization.

     (d) "Proceeding"  shall mean any pending,  threatened or completed  action,
suit,  investigation,   inquiry,  arbitration,  alternative  dispute  resolution
mechanism or any other  proceeding  (or any appeals  therefrom),  whether civil,
criminal,  administrative  or  investigative in nature and whether in a court or
arbitration,  or before or involving a governmental,  administrative  or private
entity  (including,  but not  limited  to,  an  investigation  initiated  by the
Company,  any Related Party or any affiliate thereof, or the board of directors,
fiduciaries or partners of any thereof).

     (e) "Indemnification  Amount" shall refer to the amount of losses,  claims,
demands,  costs,  damages,  liabilities  (joint and several),  judgments,  fines
(including  any excise tax assessed with respect to an employee  benefit  plan),
settlements,  and  other  amounts  (including  Witness  Liabilities),  including
interest  on any of the  foregoing,  which the  Director is liable to pay or has
paid in connection with an Indemnified  Event and amounts proposed to be paid in
settlement by the Director in connection with any Indemnified Event.

     (f) "Witness  Liabilities" shall mean all expenses incurred by the Director
in connection  with his or her  preparation  to serve or service as a witness in
any  Proceeding  in any way  relating to the Company,  any Related  Party or any
affiliate (as defined in Rule 405 under the  Securities Act of 1933, as amended)
of any of them (a "Securities Act Affiliate"), any associate (as defined in such
Rule 405) of any of them or of any Securities Act Affiliate,  or any Indemnified
Event (including,  but not limited to, the  investigation,  defense or appeal in
connection with any such Proceeding).

     (g) "Expenses" shall refer to all  disbursements,  costs or expenses of any
nature reasonably  incurred by the Director directly or indirectly in connection
with an Indemnified Event, or Witness  Liabilities,  including,  but not limited
to, fees and disbursements of counsel,  accountants or other experts employed by
the  Director in  connection  with any  Indemnified  Event,  including  all such
expenses,  disbursements  and costs of investigation in connection with or prior
to the initiation of any Proceeding relating to an Indemnified Event.

                                       -2-

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     (h) "Indemnify" or  "Indemnification"  shall refer to the obligation of the
Company herein to pay Expenses or Indemnification Amounts.

     (i)  "Change  of  Control"  shall be  deemed  to have  occurred  if (A) any
"Person"  (as that term is used in  Sections  13(d) and 14(d) of the  Securities
Exchange  Act of 1934,  as  amended,  but  excluding  the Company and any of its
wholly-owned  subsidiaries,  is or becomes (except in a transaction  approved in
advance by the Board) the beneficial  owner (as defined in Rule 13d-3 under such
Act), directly or indirectly,  of securities of the Company  representing 20% or
more of the combined voting power of the Company's then  outstanding  securities
or (B)  during  any  period of two  consecutive  years,  individuals  who at the
beginning of such period constitute the Board cease for any reason to constitute
at least a majority thereof unless the election,  or the nomination for election
by the Company's shareholders, of each new director was approved by a vote of at
least  two-thirds  of the  directors  still in office who were  directors at the
beginning of the period,  or (C) the  shareholders of the Company should approve
any one of the following  transactions:  (x) any  consolidation or merger of the
Company in which the  company  is not the  surviving  corporation,  other than a
merger of the  Company  in which  the  holders  of the  Company's  common  stock
immediately  prior to the merger have the same  proportionate  ownership  of the
surviving  corporation  immediately  after the merger;  or (y) any sale,  lease,
exchange  or  other  transfer  (in  one  transaction  or  a  series  of  related
transactions) of all, or substantially all, the assets of the Company.

     (j)  "Final  Disposition"  shall  refer  to any  judgment,  order  or award
rendered in any Proceeding after the expiration of all rights of appeal.

     2.  SERVICES TO THE COMPANY.  The Director will serve,  and/or  continue to
serve,  as a director of the  Company,  so long as he or she is duly elected and
qualified in accordance with the provisions of the Articles of Incorporation and
Bylaws of the Company, or in any other Indemnified  Position, at the will of the
Company (or under separate contract,  if any); provided that the Director may at
any time and for any reason resign from such  Indemnified  Position  (subject to
any  contractual  obligations  which the Director shall have assumed a part from
this  Agreement)  but the  obligations  provided for herein shall continue after
such termination.

     3. INDEMNITY.  The Company hereby agrees to indemnify the Director and hold
the  Director  harmless  to the  full  extent  permitted  or  authorized  by the
provisions of current Florida legislation  (including  Sections  607.0850(7) and
(9) of the Florida Business  Corporation Act) or future Florida  legislation or,
if broader  indemnification  is  available,  by current  or future  judicial  or
administrative  decisions  (but, in the case of any such future  legislation  or
decisions,  only to the extent that it permits  the  Company to provide  broader
indemnification  rights than permitted prior to such  legislation or decisions),
and such Indemnification shall be made unless prohibited by Florida law. Without
limiting the  generality of the  foregoing,  the Company agrees to indemnify the
Director and hold the Director  harmless from and against,  and pay any and all,
Expenses and Indemnification Amounts, including Witness Liabilities.



                                       -3-

<PAGE>



     Except  with  respect to the  indemnification  specified  in the second and
third  sentences  of  Section  7 or in  Section  10 or  Section  13(b)  of  this
Agreement,  the  Company  shall  indemnify  the  Director in  connection  with a
Proceeding  (or  part  thereof)  initiated  by  the  Director  (subject  to  the
limitations  provided above) only if  authorization  for the Proceeding (or part
thereof) was not denied by the Board of  Directors  of the Company  prior to the
earlier of (i) 60 days after  receipt of notice  thereof  from the  Director and
(ii) a Change of Control.

     4.  PAYMENT OF EXPENSES.  The Company  shall  advance all  Expenses  within
thirty (30) days after the receipt by the Company of a statement  or  statements
from the Director requesting such advance payment or payments from time to time.
Such  statement  or  statements  shall  identify  the  nature  and amount of the
Expenses to be advanced  with  reasonable  specificity.  The Director  agrees to
repay any Expenses  advanced if it shall  ultimately be determined  (which shall
only be made  after  the  Final  Disposition  of the  Proceeding  related  to an
Indemnified  Event, as hereinafter  provided) that the Director was not entitled
to reimbursement of Expenses in connection with the Indemnified  Event for which
such Expenses were made.

         5.  INTERVAL  PROTECTION.  During the  interval  between the  Company's
receipt of the Director's request for indemnification or advances and the latest
to  occur of (a)  payment  in full to the  Director  of the  indemnification  or
advances to which he or she is entitled  hereunder,  or (b) a final adjudication
that the  Director is not  entitled to  indemnification  hereunder,  the Company
shall provide "Interval Protection" which, for purposes of this Agreement, shall
mean the  taking of the  necessary  steps  (whether  or not such  steps  require
expenditures  to be made by the  Company at that time) to stay,  pending a final
determination  of the  Director's  entitlement to  indemnification  (and, if the
Director is so entitled,  the payment  thereof),  the execution,  enforcement or
collection of any Indemnified  Amount or Expenses or any other amounts for which
the  Director  may be  liable  (and  as to  which  the  Director  has  requested
indemnification hereunder) in order to avoid the Director's being or becoming in
default with respect to any such amounts (such necessary  steps to include,  but
not be limited to, the  procurement of a surety bond to achieve such stay or the
loan to the Director  (unsecured and with interest payable at the prime rate) of
amounts necessary to satisfy the Indemnified Amount or Expenses or other amounts
for which the  Director  may be liable  and as to which a stay of  execution  as
aforesaid  cannot be obtained,  the Company by executing this  Agreement  having
made the  judgment  that,  in  general,  such  loan or  similar  assistance  may
reasonably be expected to benefit the Company),  within three days after receipt
of the Director's written request therefor,  together with a written undertaking
by the  Director  to  repay,  no  later  than 120 days  following  receipt  of a
statement  therefor  from the Company,  amounts (if any) expended by the Company
for such purpose,  if it is ultimately  determined in a final  adjudication that
the Director is not entitled to be indemnified  against such Indemnified Amounts
or Expenses or other amounts.

         6.  INDEMNIFICATION  BY COURT.  Notwithstanding  any other provision of
this Agreement  including  without  limitation the fourth sentence of Section 7,
indemnification  and advances shall also be made to the extent a Florida circuit
court,  or  another  court of  competent  jurisdiction,  or the court in which a
Proceeding was brought,  shall  determine that the Director,  in view of all the
circumstances of the case, is fairly and reasonably  entitled to indemnification
and/or advances for such Expenses as such court shall deem proper.

                                       -4-

<PAGE>




     7.  INDEMNIFICATION  PROCEDURE.  Any  Indemnification or advance under this
Agreement  (other than  Interval  Protection)  shall be made promptly and in any
event within thirty (30) days upon the written request of the Director delivered
to the Company.  The right to  Indemnification or advances as granted under this
Agreement  shall be  enforceable  by the  Director  in any  court  of  competent
jurisdiction  if the Company denies such request,  in whole or in part, or if no
disposition  thereof is made within thirty (30) days. The  Director's  costs and
expenses incurred in connection with successfully  establishing his or her right
to  indemnification  or advances,  in whole or in part, in any such action shall
also be  indemnified  by the  Company.  It shall be a defense to any such action
that  there has been a  judgment  or other  final  adjudication  adverse  to the
Director  which  established  that the  Director  failed to meet the standard of
conduct, if any, required for indemnification by current legislation  including,
without limitation,  N.J.S.A.  14A:3-5(8),  or, if applicable in accordance with
Section  3  hereof,   future  legislation  or  current  or  future  judicial  or
administrative decisions, but the burden of proving such defense shall be on the
Company.  Neither  the  failure  of the  Company  (including  the  Board  or any
committee thereof,  its independent counsel and its shareholders) to have made a
determination  prior to the commencement of such action that  indemnification of
the  Director  is  proper  in the  circumstances  because  he or she has met the
applicable standard of conduct described in the preceding sentence,  if any, nor
the fact that there has been an actual  determination by the Company  (including
the  Board  or  any  committee   thereof,   its  independent   counsel  and  its
shareholders) that the Director has not met such applicable standard of conduct,
shall be a defense to the action or create a  presumption  that the claimant has
not met the applicable standard of conduct.

     8. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.

     (a) The Director shall be presumed  entitled to  Indemnification  hereunder
unless  clearly not  entitled to such  Indemnification  by clear and  convincing
proof that such payment shall be unlawful.

     (b) If the Company shall not have responded to the  Director's  request for
Indemnification  pursuant  to  Section 7 hereof  within  thirty  (30) days after
receipt by the Company of such request therefor, the Director shall be deemed to
be entitled to such  Indemnification  except as otherwise  provided in Section 3
hereof.

     (c) The termination of any Proceeding  relating to an Indemnified  Event or
of any claim,  issue,  or matter  therein by  judgment,  order,  settlement,  or
conviction,  or upon a plea of nolo contendere or its  equivalent,  shall not of
itself adversely affect the right of the Director to Indemnification or create a
presumption that the Director did not meet any applicable standard of conduct.

     (d)  Notwithstanding  any other provision of this  Agreement,  the Director
shall in no event be  required  to repay any  Expense  payments  advanced to the
Director  and no defense  can or shall be raised by the Company to a request for

                                       -5-

<PAGE>


Indemnification  pursuant  to  Section  7  to  the extent the  Director has been
successful on the merits or otherwise in defense of any Proceeding related to an
Indemnified  Event, or in defense of any claim,  issue or matter involved in any
Indemnified Event therein, whether as a result of the initial adjudication or on
appeal or the abandonment thereof by a party.

     9. NON-EXCLUSIVITY; DURATION OF AGREEMENT; INSURANCE; SUBROGATION.

     (a) The rights of Indemnification and to receive advancement of Expenses as
provided by this Agreement shall not be deemed  exclusive of any other rights to
which  the  Director  may at any time be  entitled  under  applicable  law,  the
Articles of  Incorporation,  the By-Laws,  any other  agreement,  or any vote or
consent of directors or shareholders or otherwise.

     (b) This  Agreement  shall  continue until and terminate upon the later of:
(i) ten (10) years after the date that the  Director  shall have ceased to serve
in any Indemnified  Position;  or (ii) the Final  Disposition of all Indemnified
Events.

     (c) This Agreement shall be binding upon the Company and its successors and
assigns  and shall inure to the  benefit of the  Director  and his or her heirs,
devisees, executors, and administrators or other legal representatives.

     (d) To the  extent  that the  Company  maintains  an  insurance  policy  or
policies  providing  liability  insurance for directors or executive officers of
the Company or for any person  serving in any other  Indemnified  Position,  the
Director  shall be covered by such policy or policies in accordance  with its or
their  terms  to the  maximum  extent  of the  coverage  available  for any such
director or  executive  officer or person  serving in such  position  under such
policy or policies.

     10. PROCEEDINGS.

     (a) The parties hereto agree that except as otherwise  provided for herein,
any disputes  arising with respect to the  interpretation  or enforcement of any
provision  hereof  shall be  submitted,  at the sole  election of the  Director,
either  to be  submitted,  at the  sole  election  of the  Director,  either  to
arbitration or to judicial determination.  Any arbitration shall be conducted in
the City of Miami,  Florida in accordance  with the then  existing  rules of the
American  Arbitration  Association  ("AAA"). In any arbitration pursuant to this
agreement,  the award or decision shall be rendered by a majority of the members
of an arbitration  panel  consisting of three members chosen in accordance  with
the then  existing  rules of the AAA.  The award or decision of the  arbitration
panel  pursuant  to this  Section  10 shall be  binding  and  conclusive  on the
parties,  provided that enforcement of such award or decision may be obtained in
any court having  jurisdiction  over the party against whom such  enforcement is
sought.  The Company hereby agrees to bear all fees,  costs and expenses imposed
by  the  AAA,  in  connection   with  the   arbitration,   irrespective  of  the
determination thereof. The provisions of Section 10(c) shall govern with respect
to the proceedings referred to therein.


                                       -6-

<PAGE>



     (b) In the  event  that,  for any  reason,  the  Company  fails  to pay any
Indemnification  or advance demanded,  or the Company requests  repayment of any
Expenses advanced,  the Director shall  nevertheless be entitled,  at his or her
sole option, to a final judicial determination or may seek arbitration of his or
her  entitlement to  Indemnification  hereunder in respect of such claim. In the
event the Director seeks a judicial  determination,  the Director shall commence
an action in a court of the State of Florida. In the event the Director seeks an
award in arbitration,  (i) such arbitration shall be conducted in Miami, Florida
pursuant to Section 10(a),  and (ii) the arbitrator  shall notify the parties of
his or her decision  within sixty (60) days  following  the  initiation  of such
arbitration  (or such other period  proscribed by the rules of AAA). The Company
further  agrees  that  its  execution  of  this  Agreement  shall  constitute  a
stipulation by which it shall be bound in any court or arbitration in which such
proceeding  shall have been  commenced,  continued or appealed that (i) it shall
not  oppose  the  Director's  right to seek any  such  adjudication  or award in
arbitration or any other claim by reason of any prior  determination made by the
Company  with  respect to the  Director's  right to  Indemnification  under this
Agreement on such claim or any other claim, or, except in good faith,  raise any
objections not specifically  relating to the merits of the Director's claim; and
(ii) for purposes of this Agreement any such  adjudication or arbitration  shall
be conducted de novo and without prejudice by reason of any prior  determination
that the Director is not entitled to Indemnification.

     (c)  Whether  or not the  court or  arbitrators  shall  determine  that the
Director is entitled to payment of Indemnification  Amounts or has to return the
payment of Expenses or otherwise  finds against the Director,  the Company shall
within  thirty (30) days after  written  request  therefor  (and  submission  of
reasonable  evidence of the nature and amount  thereof),  and unless  there is a
specific judicial finding that the Director's suit or arbitration was frivolous,
pay all Expenses  incurred by the Director in connection with such  adjudication
or arbitration (including, but not limited to, any appellate proceedings).

     11. SEVERABILITY. If any provision or provisions of this Agreement shall be
held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the
validity,  legality,  and  enforceability  of the  remaining  provisions of this
Agreement (including without limitation,  each portion of any Section, paragraph
or clause of this  Agreement  containing  any such provision held to be invalid,
illegal,   or   unenforceable,   that  is  not  itself  invalid,   illegal,   or
unenforceable)  shall not in any way be affected or impaired thereby; and (b) to
the fullest  extent  possible,  the  provisions  of this  Agreement  (including,
without  limitation,  each portion of any  Section,  paragraph or clause of this
Agreement  containing  any  such  provisions  held to be  invalid,  illegal,  or
unenforceable,  that is not itself invalid,  illegal, or unenforceable) shall be
deemed  revised,  and shall be  construed,  so as to give  effect to the  intent
manifested by this Agreement (including the provisions held invalid, illegal, or
unenforceable).

     12. MERGER OR CONSOLIDATION  OF THE COMPANY.  In the event that the Company
shall be a constituent  corporation in a consolidation or merger, whether or not
the Company is the resulting or surviving corporation,  the Director shall stand
in the same  position  under this  Agreement  with respect to the Company if its
separate existence had continued.

                                       -7-

<PAGE>



     13. ENFORCEMENT.

     (a) The Company  unconditionally and irrevocably stipulates and agrees that
its execution of this Agreement  shall also constitute a stipulation by which it
shall be bound in any court or arbitration in which a proceeding by the Director
for  enforcement  of his or her rights shall have been  commenced,  continued or
appealed,  that the  obligations  of the Company set forth herein are unique and
special,  and that failure of the Company to comply with the  provisions of this
Agreement will cause  irreparable and irremediable  injury to the Director,  for
which a remedy at law will be inadequate.  As a result, in addition to any other
right  or  remedy  he or she may  have at law or in  equity  with  respect  to a
violation of this  Agreement,  the Director  shall be entitled to  injunctive or
mandatory  relief  directing   specific   performance  by  the  Company  of  its
obligations under this Agreement.

     (b) In the event that the Director is subject to or intervenes in any legal
action in which the validity or  enforceability of this Agreement is at issue or
institutes any legal action, for specific  performance or otherwise,  to enforce
his or her rights under,  or to recover  damages for breach of, this  Agreement,
the Director shall, within thirty (30) days after written request to the Company
therefor  (and  submission of reasonable  evidence of the amount  thereof),  and
unless  there  is a  specific  judicial  finding  that the  Director's  suit was
frivolous, be indemnified by the Company against all Expenses incurred by him or
her in connection therewith.

     14.  NOTIFICATION  AND DEFENSE OF CLAIM.  The  Director  agrees to promptly
notify the  Company in writing  upon being  served with any  summons,  citation,
subpoena, complaint,  indictment,  information or other document relating to any
Proceeding  involving an  Indemnification  event;  provided,  however,  that the
failure of the Director to give such notice to the Company  shall not  adversely
affect  the  Director's  rights  under this  Agreement  except to the extent the
Company shall have been materially  prejudiced by such failure.  Nothing in this
Agreement   shall   constitute  a  waiver  of  the   Company's   right  to  seek
participation,  at its own  expense,  in any  Proceeding  which may give rise to
Indemnification hereunder.

     15. HEADINGS. The headings of the Sections and paragraphs of this Agreement
are inserted for convenience  only and shall not be deemed to constitute part of
this Agreement or to affect the construction thereof.

     16. MODIFICATION AND WAIVER. No supplement,  modification,  or amendment of
this  Agreement  shall be  binding  unless  executed  in  writing by both of the
parties  hereto.  No waiver of any of the provisions of this Agreement  shall be
deemed or shall constitute a waiver of any other  provisions  hereof (whether or
not similar) nor shall such waiver constitute a continuing waiver.

     17.  NOTICES.  All notices,  requests,  demands,  and other  communications
hereunder shall be in writing and shall be deemed to have been duly given if (i)
delivered by hand, or sent via telecopy or facsimile transmission,  in each case
receipted for by the party to whom said notice or other communication shall have
been  directed  or  transmitted,  or  (ii)  mailed  by  certified  or registered

                                       -8-

<PAGE>



mail with postage prepaid,  on the third business day after the date on which it
is so mailed, or (iii) delivered by overnight courier service:

                  (a)      If to the Director, to:

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

                  (b)      If to the Company, to:

                              Whitman Education Group, Inc.
                              4400 Biscayne Boulevard
                              Miami, Florida 33137
                              Attention:  Richard B. Salzman
                                          Vice President - Legal Affairs 
                                                           and General Counsel

or to such other address as may have been furnished to either party by the other
party.

     18.  ENTIRE  AGREEMENT.  All  prior  and  contemporaneous   agreements  and
understandings  between the parties with  respect to the subject  matter of this
Agreement are superseded by this Agreement,  and this Agreement  constitutes the
entire  understanding  between the parties.  This Agreement may not be modified,
amended, changed or discharged except by a writing signed by the parties hereto,
and then only to the extent therein set forth.

     19.  NONASSIGNMENT.  This  Agreement  may not be  assigned by either of the
parties hereto.

     20. GOVERNING LAW. This Agreement,  including its validity,  interpretation
and  effect,  and the  relationship  of the parties  shall be  governed  by, and
construed in accordance with, the laws of the State of Florida.



                                       -9-

<PAGE>


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

                                 WHITMAN EDUCATION GROUP, INC.


                                 BY:
                                    -------------------------------------------
                                    RICHARD C. PFENNIGER, JR.
                                    CHIEF EXECUTIVE OFFICER

                                 DIRECTOR



                                 BY:
                                    -------------------------------------------




                                      -10-