Exhibit 10.10



							As of May 1, 1998







Dear Mr.               :

	This letter will evidence the agreement of Lone Star 
Industries, Inc. and its successors and assigns (the "Company") 
with you on the terms specified herein.
	1.	If, after the occurrence of a Change in Control, 
"Substantially Comparable" employment (as defined below) does 
not continue to be offered to you by the Company for a period of 
at least one year following such Change in Control (whether 
because of a termination of your employment by such Company for 
any reason, or because of a change in the terms of such 
employment so that it is no longer Substantially Comparable to 
your employment by the Company prior to the Change in Control), 
and as a result your employment is terminated by you or the 
Company) of if you separate from the Company (or are terminated 
by the Company) for any reason in the thirty-day period 
commencing on the first anniversary of the occurrence of a 
Change in Control, then you shall be entitled to severance in an 
amount equal to the greater of (A) thirty months of your base 
salary as in effect upon your separation of employment from the
Company or (B) thirty months of your base salary as in effect 
immediately prior to the Change in Control (the higher of the 
salary upon your separation or immediately prior to the Change 
in Control hereinafter referred to as the "Effective Base 
Salary").  Such severance shall be paid in a lump sum on the 
effective date of the termination of your employment.  In 
addition, (x) you and your spouse and eligible dependents shall 
continue to receive health insurance coverage under the 
Company's Executive Medical Plan (as in effect immediately prior 
to such Change in Control) during a period of thirty months 
commencing upon the termination of your employment and (y) you 
shall receive such life insurance as is in effect immediately 
prior to such Change in Control during a period of thirty months 
commencing upon the termination of your employment.  In 
addition, you shall be deemed to have continued your employment 
at your Effective Salary Base during such thirty-month period 
for purposes of vesting, eligibility, qualifying and benefit 
accrual under any applicable employee pension plan (and, as 
provided in clause (ii) below, retiree health and life 
insurance) and shall receive, within fifteen days after the 
commencement of the thirty-month period of benefit continuation, 
a lump sum payment equal to the present value of any additional 
benefits to which you would have been entitled under any Company 
employee pension plan (and the Company's Supplemental Employee 
Retirement Plan) had the thirty-month period counted for 
purposes of vesting, eligibility and benefit accrual (discounted 
at 5% per annum) as computed by the actuarial firm engaged by 
the Company immediately prior to the Change in Control.  Nothing 
in this Agreement shall limit your eligibility for or 
entitlement to any benefits or programs to which you are 
otherwise entitled, including any severance due under the 
Company's regular severance policy ("Policy Severance") and any 
bonus under the Company's Executive Incentive Plan ("Incentive 
Compensation").  However, if you are entitled to severance under 
this Agreement, you will also be entitled to receive any Policy 
Severance in a lump sum at date of termination.  Any severance 
received under this Agreement shall be reduced by any Policy 
Severance (but not Incentive Compensation) actually received by 
you.
	Without limiting your right to the life and health 
insurance coverage set forth above, (i) you shall continue to 
have the right to apply for and secure your entitlement to any 
life insurance and health coverage you may become entitled to as 
a terminated employee (e.g., "COBRA" insurance); and (ii) from 
and after the occurrence of a Change in Control, the Company 
shall provide to you Retiree Life Insurance until your death and 
to you and your spouse (and eligible dependants) retiree medical 
insurance benefits (provided you qualify therefor after taking 
into consideration the effect of clauses (b) and (e) below) 
under a plan that (a) guarantees coverage for you and your 
spouse and eligible dependants until the later of your or your 
spouse's death; (b) provides life insurance for you and medical 
benefits which are at least as favorable to you and your spouse 
as under the Company's salaried employee Retiree Medical 
Insurance and Retiree Life Insurance Program as in effect on the 
date of the first public announcement of the transaction that 
resulted in the Change in Control including, without limitation, 
covered medical benefits, lifetime maximum benefits, annual out-
of-pocket maximums, contributions, annual deductibles and 
eligibility requirements; (c) may not thereafter be modified, 
amended or terminated including, without limitation, by 
decreasing covered medical benefits or lifetime maximum 
benefits, or increasing annual out-of-pocket maximums, 
contributions, annual deductibles or eligibility requirements; 
(d) is not taxable as income (unless the Company fully 
reimburses you on an after tax basis for all such taxes); and 
(e) recognizes the thirty-month period in respect of which you 
are receiving a severance payment under this agreement for 
purposes of determining whether you qualify for such retiree 
health and life insurance.  It is not the intent of this 
agreement to provide for any duplication of insurance coverage; 
but any benefit contribution payment made by you in connection 
with one coverage (e.g., Company provided Executive Medical) 
shall be an offset against the same type of obligation under a 
comparable plan in which you may be a participant (e.g., retiree 
medical or COBRA medical insurance) for the same period of 
coverage).
	2.	For purposes of this Agreement (i) a "Change in 
Control" shall be deemed to have occurred upon the occurrence of 
any of the following events:
	(i)	Any acquisition by any individual, entity or group 
(within the meaning of Section 13(d)(3) or 14(d)(2) of the 
Securities Exchange Act of 1934 (the "Exchange Act")) (a 
"Person") of beneficial ownership (within the meaning of Rule 
13d-3 promulgated under the Exchange Act) of shares of common 
stock of the Company (the "Common Stock") and/or other voting 
securities of the Company entitled to vote generally in the 
election of directors ("Outstanding Company Voting Securities") 
after which acquisition such individual, entity or group is the 
beneficial owner of twenty percent (20%) or more of either (1) 
the then outstanding shares of Common Stock or (2) the 
Outstanding Company Voting Securities; excluding, however, the 
following:  (A) (1) any acquisition by the Company, (2) any 
acquisition by an employee benefit plan (or related trust) 
sponsored or maintained by the Company or (3) any acquisition by 
any corporation pursuant to a reorganization, merger, 
consolidation or similar corporate transaction (in each case, a 
Corporate Transaction), if, pursuant to such Corporate 
Transaction, the conditions described in clauses (1), (2) and 
(3) of paragraph (iii) of this Section 2 are satisfied; or (B) 
any transaction in which the Chairman and the Chief Executive 
Officer and President of the Company (both as of the date of 
this Agreement and subject to health related availability) (1) 
retain their current positions with the Company immediately 
after such transaction and (2) will immediately after such 
transaction beneficially own an aggregate (for both such 
executives), directly or indirectly (including, without 
limitation, ownership by family members, trusts or foundations 
for or controlled by family members), more than 5% of either the 
(a) then outstanding shares of common stock of the Company 
and/or (b) the other voting securities of the Company entitled 
to vote generally in the election of directors (any transaction 
under the clause (B) hereinafter referred to as a "Management 
Event").
	(ii)	A change in the composition of the Board of Directors 
of the Company (other than in connection with a Management 
Event) such that the individuals who, as of the date hereof, 
comprise a class of directors of the Board (the members of each 
class of directors of the Board as of the date hereof shall be 
hereinafter referred to as an "Incumbent Class" and the members 
of all of the Incumbent Classes shall be hereinafter 
collectively referred to as the "Incumbent Board") cease for any 
reason to constitute at least a majority of the class, provided, 
however, for purposes of this subsection that any individual who 
becomes a member of an Incumbent Class subsequent to the date 
hereof whose election, or nomination for election by the 
Company's stockholders, was approved in advance or 
contemporaneously with such election by a vote of at least a 
majority of those individuals who are members of the Incumbent 
Board and a majority of those individuals who are members of 
such Incumbent Class (or deemed to be such pursuant to this 
proviso), shall be considered as though such individual were a 
member of the Incumbent Class; but, provided further, that any 
such individual whose initial assumption of office occurs as a 
result of either an actual or threatened election contest (as 
such terms are used in Rule 14a-11 of Regulation 14A promulgated 
under the Exchange Act) or other actual or threatened 
solicitation of proxies or consents by or on behalf of a Person 
other than the Board of Directors of the Company or actual or 
threatened tender offer for shares of the Company or similar 
transaction or other contest for corporate control (other than a 
tender offer by the Company) shall not be so considered as a 
member of the Incumbent Class; or
	(iii) The approval by the stockholders of the Company of a 
Corporate Transaction or, if consummation of such Corporate 
Transaction is subject, at the time of such approval by 
stockholders, to the consent of any government or governmental 
agency, the obtaining of such consent (either explicitly or 
implicitly); excluding, however, a Management Event or a 
Corporate Transaction pursuant to which (1) all or substantially 
all of the individuals and entities who are the beneficial 
owners, respectively, of the outstanding shares of Common Stock 
and Outstanding Company Voting Securities immediately prior to 
such Corporate Transaction will beneficially own, directly or 
indirectly, more than eighty percent (80%) of, respectively, the 
outstanding shares of common stock of the corporation resulting 
from such Corporate Transaction and the combined voting power of 
the outstanding voting securities of such corporation entitled 
to vote generally in the election of directors, (2) no Person 
(other than the Company, and employee benefit plan (or related 
trust) of the Company or the corporation resulting from such 
Corporate Transaction and any Person beneficially owning, 
immediately prior to such Corporate Transaction, directly or 
indirectly, twenty percent (20%) or more of the outstanding 
shares of Common Stock or Outstanding Company Voting Securities, 
as the case may be) will beneficially own, directly or 
indirectly, twenty percent (20%) or more of, respectively, the 
outstanding shares of common stock of the corporation resulting 
from such Corporate Transaction or the combined voting power of 
the then outstanding securities of such corporation entitled to 
vote generally in the election of directors and (3) individuals 
who were members of the Incumbent Board will constitute at least 
a majority of the members of the board of directors of the 
corporation resulting from such Corporate Transaction; or
	(iv)	The approval of the stockholders of the Company of (1) 
a complete liquidation or dissolution of the Company or (2) the 
sale or other disposition of all or substantially all of the 
assets of the Company; excluding, however, such a sale or other 
disposition to a corporation (A) in connection with a Management 
Event or (B) with respect to which following such sale or other 
disposition, (1) more than eighty percent (80%) of, 
respectively, the then outstanding shares of common stock of 
such corporation and the combined voting power of the then 
outstanding voting securities of such corporation entitled to 
vote generally in the election of directors will be then 
beneficially owned, directly or indirectly, by all or 
substantially all of the individuals and entities who were the 
beneficial owners, respectively, of the outstanding shares of 
Common Stock and Outstanding Company Voting Securities 
immediately prior to such sale or other disposition, (2) no 
Person (other than the Company and any employee benefit plan (or 
related trust) of the Company or such corporation and any Person 
beneficially owning, immediately prior to such sale or other 
disposition, directly or indirectly, twenty (20%) or more of the 
outstanding shares of Common Stock or Outstanding Company Voting 
Securities, as the case may be) will beneficially own, directly 
or indirectly, twenty percent (20%) or more of, respectively, 
the then outstanding shares of common stock of such corporation 
and the combined voting power of the then outstanding voting 
securities of such corporation entitled to vote generally in the 
election of directors and (3) individuals who were members of 
the Incumbent Board will constitute at least a majority of the 
members of the board of directors of such corporation.
	3.	For purposes of this Agreement, "Substantially 
Comparable" employment shall mean employment which (a) has a 
base salary which is equal to or higher than your Effective Base 
Salary and a benefits package which, in total, is equivalent or 
superior to your benefits package in effect prior to the Change 
in Control; (b) is at the same or a higher Level of 
Responsibility and Title; and (c) is at a location no more than 
25 miles from (and located in the same State as) your then 
current employment location.  "Level of Responsibility and 
Title" are set forth in Exhibit A hereto.  In any dispute under 
this Agreement concerning "Substantially Comparable" employment, 
the Company shall have the burden of proving that your 
employment was "Substantially Comparable". 
	4.	(i) Immediately upon the occurrence of a Change in 
Control, the Company shall:  (A) establish (if not already in 
existence) a grantor trust subject to the claims of the 
Company's creditors (commonly referred to as a "Rabbi Trust"); 
and (B) contribute to the Rabbi Trust an amount sufficient to 
provide for the severance benefits and payment of all other 
benefits under Sections 1 and 10 of this Agreement.  The amount 
of payments made to you from the Rabbi Trust shall be determined 
by the accounting firm (who, with respect to payments to you 
under Section 10, shall rely on the calculations made by Tax 
Counsel), engaged by the Company immediately prior to the Change 
in Control and reviewed by outside legal counsel (which costs 
shall be borne by the Company).  Payments made to you under this 
Agreement shall be made from such Rabbi Trust unless made 
directly by the Company; provided however, that in the event the 
funds contributed in the Rabbi Trust by the Company on your 
behalf are insufficient to provide for benefits under this 
Agreement, nothing in this Agreement shall limit the Company's 
liability to you for payments hereunder.  The Rabbi Trust shall 
terminate and any remaining assets shall be returned to the 
Company no sooner than July 1, 2005, unless you have provided 
written notice of an unsatisfied claim to the trustee of the 
Rabbi Trust, in which case the Rabbi Trust shall not terminate 
until such claim is resolved pursuant to Section 9.
	(ii)	The Company agrees to use its best efforts to provide 
the benefits under the Executive Medical Plan to you and your 
eligible dependents in a manner that will not result in any 
income inclusion under federal, state or local tax law.  To the 
extent any such income inclusion results to either you or your 
eligible dependents, you and your eligible dependents (as the 
case may be) shall receive an annual payment from the Company to 
fully pay for the federal, state or local tax on such income 
inclusion (a "Gross-up Payment") as well as any income inclusion 
from the Gross-up Payment based on the highest marginal tax rate 
on the payment, so that neither you or your eligible dependents 
have any net tax liability as a result of participation in the 
Executive Medical Plan.  Such payments will be made by the 
Company within 15 days of final determination by the Internal 
Revenue Service (I.R.S.), state taxing authorities or Court of 
Law that taxes are due or, if it is determined in advance of any 
audit that the payments will be taxable, 30 days after the end 
of the calendar year such payments are includible in income.
	5.	This Agreement shall not confer upon you any right to 
continuance of employment with the Company or with any successor 
or in any way interfere with the right of the Company or such 
successor to terminate such employment.
	6.	This Agreement constitutes the entire agreement 
between the parties and may not be changed or modified except by 
an agreement in writing signed by you and the Company.  The 
effectiveness of this Agreement shall commence as of the date 
hereof and shall terminate on July 1, 2001.
	7.	This Agreement shall be governed by and construed in 
accordance with the laws of the State of Connecticut.
	8.	This Agreement shall inure to the benefit of, and be 
binding upon, any successor in interest or assign of the Company 
including, without limitation, purchaser of all or substantially 
all of the assets of the Company and the surviving entity of any 
merger or consolidation to which the Company is a party.  This 
Agreement cannot be assigned by you without prior written 
consent of the Company.
	9.	a.	Any dispute relating to this Agreement arising 
between you or your spouse and the Company (or any successor or 
assign) shall be settled by arbitration in accordance with the 
commercial arbitration rules of the American Arbitration 
Association ("AAA").  The arbitration proceedings, including the 
rendering of an award, shall take place in Stamford, Connecticut 
(or such other location mutually agreed upon by the Company and 
you), and shall be administered by the AAA.
		b.	The arbitral tribunal shall be appointed within 
30 days of the notice of dispute, and shall consist of three 
arbitrators, one of which shall be appointed by the Company, one 
by you, and the third by both you and the Company jointly; 
provided, however, that, if you and the Company do not select 
the third arbitrator within such 30-day period, such third 
arbitrator shall be chosen by the AAA as soon as practicable 
following notice to the AAA by the parties of their inability to 
choose such third arbitrator.
		c.	Decisions of such arbitral tribunal shall be in 
accordance with the laws of the State of Connecticut (excluding 
the conflicts of law rules which require the application of any 
other law).  The award of any such arbitral tribunal shall be 
final (except as otherwise provided by the laws of the State of 
Connecticut and the Federal laws of the United States, to the 
extent applicable).  Judgment upon such award may be entered by 
the prevailing party in any state of Federal court sitting in 
Connecticut or any other court having jurisdiction thereof, or 
application may be made by such prevailing party to any such 
court for judicial acceptance of such award and an order of 
enforcement.
		d.	The Company shall reimburse you for all costs, 
including reasonable attorneys' fees, in connection with any 
proceeding (whether or not in arbitration) to obtain or enforce 
any right or benefit under this Agreement in which you are the 
prevailing party.
		e.	Without intending to limit the remedies available 
to you, the Company acknowledges that a breach of any of the 
covenants contained in this Agreement may result in material 
irreparable injury to you for which there is no adequate remedy 
at law, that it will not be possible to measure damages for such 
injuries precisely and that, in the event of such a breach or 
threat thereof, you shall be entitled to obtain a temporary 
restraining order and/or a preliminary or permanent injunction 
requiring specific performance of the Company or such other 
relief as may be required to specifically enforce any of the 
provisions of this Agreement.
	10.	a.	Anything in this Agreement to the contrary 
notwithstanding, in the event it shall be determined that any 
payment or distribution by the Company (including any made from 
plans sponsored by the Company, through annuities, Rabbi Trusts 
or otherwise), whether paid or payable or distributed or 
distributable pursuant to the terms of this Agreement (including 
this Section 10), the Company's Executive Incentive Plan or 
otherwise (any such payments or distributions being individually 
referred to herein as a "Payment", and any two or more of such 
payments or distributions being referred to herein as 
"Payments"), would be subject to the excise tax imposed by 
Section 4999 of the Internal Revenue Code of 1986, as amended 
("Code") (such excise tax, together with any interest thereon, 
any penalties, additions to tax, or additional amounts with 
respect to such excise tax, and any interest in respect of such 
penalties, additions to tax or additional amounts, being 
collectively referred herein to as the "Excise Tax"), then you 
shall be entitled to receive and the Company shall make an 
additional payment or payments (individually referred to herein 
as a "Gross-Up Payment", and any two or more of such additional 
payments being referred to herein as "Gross-Up Payments") in an 
amount such that after payment by you of all Taxes (as defined 
in Paragraph 10(e)) imposed upon all Gross-Up Payments, you 
retain an amount of such Gross-Up Payments equal to the Excise 
Tax imposed upon the Payments.
		b.	Subject to the provisions of Paragraph 10(c) and 
(d), any determination required to be made under Paragraph 10(a) 
including whether Gross-Up Payments are required and the amount 
of such Gross-Up Payments, shall initially be made, at the 
Company's expense, by nationally recognized tax counsel retained 
to represent you by the Company, such counsel to be mutually 
acceptable to the Company and you ("Tax Counsel").  Tax Counsel 
shall provide detailed supporting legal authorities, 
calculations and documentation both to the Company and you 
within 15 business days after the termination of your 
employment, if applicable, and such other time or times as is 
reasonably requested by the Company or you.  If Tax Counsel 
makes the initial determination that no Excise Tax is payable by 
you with respect to a Payment or Payments, it shall furnish you 
with an opinion that no Excise Tax will be imposed with respect 
to any such Payment or Payments.  As a result of the uncertainty 
in the application of Sections 4999 and 280G of the Code, it is 
possible that Gross-Up Payments (or portions thereof) which will 
not have been made by the Company should have been made, and if 
upon any reasonable written request from you, the Company or Tax 
Counsel, Tax Counsel thereafter determines that you are required 
to make a payment of any Excise Tax or any additional Excise 
Tax, as the case may be, Tax Counsel shall, at the Company's 
expense, determine the amount of the underpayment that has 
occurred and any such underpayment (together with any additional 
Taxes resulting from the Payment or resulting from the 
underpayment of Excise Tax) shall be promptly paid by the 
Company to you.
		(c)	The Company shall defend (by the Tax Counsel or 
by other nationally recognized tax counsel acceptable to you), 
hold harmless and indemnify you on a fully grossed-up after Tax 
basis from and against any and all Excise Tax, other Taxes, 
claims, losses, liabilities, obligations, damages, impositions, 
assessments, demands, judgments, settlements, fines, interest, 
costs and expenses (including reasonable attorneys', 
accountants', and experts' fees and expenses) (collectively, 
"Costs") with respect to any claim made against you by the 
Internal Revenue Service, any other governmental agency or any 
other person or entity, for any Excise Tax.
		(d)	Pending the outcome of any such claim, the 
Company shall advance to you on an interest-free basis, the 
total amount of the Excise Tax or other Taxes claimed in order 
for you to pay or cause to be paid the Excise Tax or other Taxes 
claimed.  You shall, at the Company's reasonable request and at 
the Company's sole cost and expense, file a claim for refund of 
such Excise Tax and/or other Taxes and sue for a refund of such 
Taxes if such claim for refund is disallowed by the appropriate 
taxing authority (it being understood and agreed by the parties 
hereto that the Company shall only be entitled to sue for a 
refund and the Company shall not be entitled to initiate any 
proceeding in, for example, United States Tax Court) and shall 
indemnify and hold you harmless, on a fully grossed-up after Tax 
basis, from any Tax imposed with respect to such advance or with 
respect to any imputed income with respect to such advance.  
Within ten (10) days after the Company is notified of a claim 
against you for Excise Tax, whether such notice is provided by 
you or otherwise, the Company (i) shall notify you in writing (a 
"Defense Notice") that the Company is defending and indemnifying 
you for such claim pursuant to Paragraph 10(c), and thereafter 
(ii) shall control the defense or prosecution, at its sole cost, 
expense and risk, of such claim by all appropriate proceedings, 
which proceedings shall be defended or prosecuted diligently by 
the Company to a final determination; provided, however, that 
(i) the Company shall not, without your prior written consent, 
enter into any compromise or settlement of such claim that would 
adversely affect you, (ii) any request from the Company to you 
regarding any extension of the statute of limitations relating 
to assessment, payment or collection of taxes for your taxable 
year with respect to which the contested issues involved in, and 
amount of, the claim relate is limited solely to such contested 
issues and amount, and (iii) the Company's control of any 
contest or proceeding shall be limited to issues with respect to 
the claim and you shall be entitled to settle or contest, in 
your sole and absolute discretion, any other issue raised by the 
Internal Revenue Service or any other taxing authority.  So long 
as the Company is diligently defending or prosecuting such 
claim, you shall provide or cause to be provided to the Company 
any information reasonably requested by the Company that relates 
to such claim, and shall otherwise cooperate (at the Company's 
sole cost and expense) with the Company and its representatives 
in good faith in order to contest effectively such claim.  The 
Company shall keep you informed of all developments and events 
relating to any such claim (including, without limitation, 
providing to you copies of all written materials pertaining to 
any such claim), and you or your authorized representatives 
shall be entitled, at your expense, to participate in all 
conferences, meetings and proceedings relating to any such 
claim.  If the Company fails to (i) timely deliver a Defense 
Notice or (ii) thereafter perform the obligations under 
Paragraph 10(c) to your reasonable satisfaction, then you shall 
at any time thereafter have the right (but not the obligation), 
at your election and in your sole and absolute discretion, to 
defend or prosecute, at the sole cost, expense and risk of the 
Company, such claim.  You shall have full control of such 
defense or prosecution and such proceedings, including any 
settlement or compromise thereof.  If requested by you, the 
Company shall cooperate, and shall cause its affiliates to 
cooperate, in good faith with you and your authorized 
representatives in order to contest effectively such claim.  The 
Company may attend, but not participate in or control, any 
defense, prosecution, settlement or compromise of any claim 
controlled by you pursuant to this Paragraph 10(d) and shall 
bear its own costs and expenses with respect thereto.  In the 
case of any claim that is defended or prosecuted by you, you 
shall, from time to time, be entitled to current payment, on a 
fully grossed-up after Tax basis, from the Company with respect 
to Costs incurred by you in connection with, or arising out of, 
such defense or prosecution.
		(e)	For purposes of this Section 10, the terms "Tax" 
and "Taxes" mean any and all federal, state and local taxes of 
any kind whatsoever (including, but not limited to, any and all 
Excise Tax, income taxes, FICA taxes and employment taxes), 
together with any interest thereon, any penalties, additions to 
tax, or additional amounts with respect to such taxes and any 
interest in respect of such penalties, additions to tax, or 
additional amounts.
	11.	The Company has purchased, on your behalf, and shall 
maintain an insurance policy to cover any litigation costs of 
you or your spouse associated with the enforcement of this 
Agreement against the Company (or defense against claims made 
under this Agreement by the Company) in an amount of $100,000.  
The Company shall fully reimburse you for the federal, state and 
local income and employment-related taxes incurred by you in 
connection with the purchase and maintenance of such policy (the 
"Reimbursement") and any federal, state or local taxes on the 
Reimbursement, based on the highest marginal tax rate in effect, 
so that you have no federal, state or local tax liability as a 
result of this Section.
	12.	All notices, communications, etc., shall be sent to:
			(a)	Corporate Secretary
				Lone Star Industries, Inc.
				300 First Stamford Place
				Stamford, CT 06912


			(b)




	13.	This Agreement replaces and supersedes the Agreement 
between the Company and you, dated February 1, 1996.
							Very truly yours,
							LONE STAR INDUSTRIES, INC.

							By:_________________________
Read and Agreed to:
					

Mr. ____________
As of May 1, 1998
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