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                                                                   EXHIBIT 10.22



                          DOCUMENT SCIENCES CORPORATION

                        1997 EMPLOYEE STOCK PURCHASE PLAN


         The following constitute the provisions of the 1997 Employee Stock
Purchase Plan of Document Sciences Corporation.

         1. Purpose. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the intention
of the company to have the Plan qualify as an "Employee Stock Purchase Plan"
under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan, accordingly, shall be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.

         2.       Definitions.

                  (a) "Board" shall mean the Board of Directors of the company.

                  (b) "Code" shall mean the Internal Revenue Code of 1986, as
amended.

                  (c) "Common Stock" shall mean the common stock of the Company.

                  (d) "Company" shall mean Document Sciences Corporation, a
Delaware corporation, and any Designated Subsidiary of the Company.

                  (e) "Compensation" shall mean all base straight time gross
earnings and sales commissions, overtime pay and cash bonuses.

                  (f) "Designated Subsidiaries" shall mean the Subsidiaries
which have been designated by the Board from time to time in its sole discretion
as eligible to participate in the Plan.

                  (g) "Employee" shall mean any Employee of the Company for tax
purposes whose customary employment with the Company is at least twenty (20)
hours per week and more than five (5) months in any calendar year. For purposes
of the Plan, the employment relationship shall be treated as continuing intact
while the individual is on sick leave or other leave of absence approved by the
Company. Where the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed either by statute or by contract, the employment
relationship will be deemed to have terminated on the 91st day of such leave.

                  (h) "Enrollment Date" shall mean the first day of each
Offering Period.

                  (i) "Exercise Date" shall mean the last day of each Offering
Period.

                  (j) "Fair Market Value" shall mean, as of any date, the value
of Common Stock determined as follows:
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                           (1) If the Common Stock is listed on any established
stock exchange or a national market system, including without limitation The
Nasdaq National Market or the Nasdaq Small Cap Market of The Nasdaq Stock
Market, its Fair Market Value shall be the closing sales price for such stock
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Board deems
reliable, or;

                           (2) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean of the closing bid and asked prices for the
Common Stock on the date of such determination, as reported in The Wall Street
Journal or such other source as the Board deems reliable, or;

                           (3) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Board.


                  (k) "Offering Period" shall mean a period of approximately six
(6) months, commencing on an Enrollment Date and terminating on an Exercise
Date. The first Offering Period shall commence on the first Trading Day
following June 1, 1997 and shall terminate on the last Trading Day of the sixth
month following the commencement of the Offering Period. Thereafter, Offering
Periods shall commence on the first Trading Day following termination of the
prior Offering Period and shall terminate on the last Trading Day of the sixth
month following commencement of such Offering Period.

                  (l) "Parent" shall mean any corporation, domestic or foreign,
in an unbroken chain of corporations ending with the Company if each corporation
in the chain (other than the Company) owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in the chain.

                  (m) "Plan" shall mean this 1997 Employee Stock Purchase Plan.

                  (n) "Purchase Price" shall mean an amount equal to not less
than 85% of the Fair Market Value of a share of Common Stock on the Enrollment
Date or on the Exercise Date, whichever is lower. If the Enrollment Date shall
fall on a Saturday, Sunday, or other legal holiday, the Fair Market Value shall
be determined as of the trading day immediately preceding the Enrollment Date.

                  (o) "Reserves" shall mean the number of Treasury Shares
covered by each option under the Plan which have not yet been exercised and the
number of Treasury Shares which have been authorized for issuance under the Plan
but not yet placed under option.

                  (p) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held by the Company
or a Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.

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                  (q) "Trading Day" shall mean a day on which national stock
exchanges and The Nasdaq Stock Market are open for trading.

                  (r) "Treasury Shares" shall mean shares of Common Stock that
have been previously issued to stockholders and reacquired by the Company.

         3.       Eligibility.

                  (a) Any Employee (as defined in Section 2(g)), who shall be
employed by the Company on a given Enrollment Date shall be eligible to
participate in the Plan.

                  (b) Any provisions of the Plan to the contrary
notwithstanding, no Employee shall be granted an option under the Plan (i)to the
extent, immediately after the grant, such Employee (or any other person whose
stock would be attributed to such Employee pursuant to Section 424(d) of the
Code) would own capital stock and/or hold outstanding options to purchase such
stock possessing five percent (5%) or more of the total combined voting power or
value of all classes of the capital stock of the Company or of any Parent,
Subsidiary, or (ii) to the extent his or her rights to purchase stock under all
employee stock purchase plans (as defined in Section 423(b) of the Code) of the
Company and any Parent or its subsidiaries will not accrue at a rate which
exceeds Twenty-Five Thousand Dollars ($25,000) worth of stock (determined at the
fair market value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time. The accrual of
rights to purchase stock shall be determined in accordance with Section
423(b)(8) of the Code.

         4.       Offering Periods. The Plan shall be implemented by consecutive
Offering Periods. The first Offering Period shall commence on the first Trading
Day following June 1, 1997 and shall terminate on the last Trading Day of the
sixth month following the commencement of the Offering Period. Thereafter,
Offering Periods shall commence on the first Trading Day following Exercise Date
of the prior Offering Period and shall terminate on the last Trading Day of the
sixth month following commencement of such Offering Period. The Board shall have
the power to change the duration of Offering Periods (including the commencement
dates thereof) with respect to future offerings without shareholder approval if
such change is announced at least fifteen (15) days prior to the scheduled
beginning of the first Offering Period to be affected thereafter.

         5.       Participation.

                  (a) An eligible Employee may become a participant in the Plan
by completing a enrollment agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's Human Resources
office not later than one day prior to the applicable Enrollment Date.

                  (b) Payroll deductions for a participant shall commence on the
first payroll following the Enrollment Date and shall end on the last payroll in
the Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.


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         6.       Payroll Deductions.

                  (a) At the time a participant files his or her enrollment
agreement, he or she shall elect to have payroll deductions made on each pay day
during an Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each pay day during the Offering
Period.

                  (b) All payroll deductions made for a participant shall be
credited to his or her account under the Plan and will be withheld in whole
percentages only. A participant may not make any additional payments into such
account.

                  (c) A participant may discontinue his or her participation in
the Plan as provided in Section 10 hereof, but may not otherwise increase or
decrease the rate of his or her payroll deductions during the Offering Period. A
participant's enrollment agreement shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.

                  (d) Notwithstanding the foregoing, to the extent necessary to
comply with Section 423(b)(8) of the Code and Section 3(b) hereof, a
participant's payroll deductions may be decreased to 0% at such time during any
Offering Period which is scheduled to end during the current calendar year (the
"Current Offering Period") that the aggregate of all payroll deductions which
were previously used to purchase stock under the Plan in a prior Offering Period
which ended during that calendar year plus all payroll deductions accumulated
with respect to the Current Offering Period equal $21,250. Payroll deductions
shall recommence at the rate provided in such participant's enrollment agreement
at the beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless terminated by the participant as provided in
Section 10 hereof.

                  (e) At the time the option is exercised, in whole or in part,
or at the time some or all of the Company's Common Stock issued under the Plan
is disposed of, the participant must make adequate provision for the Company's
federal, state, or other tax withholding obligations, if any, which arise upon
the exercise of the option or the disposition of the Common Stock. At any time,
the Company may, but will not be obligated to, withhold from the participant's
compensation the amount necessary for the Company to meet applicable withholding
obligations, including any withholding required to make available to the Company
any tax deductions or benefits attributable to sale or early disposition of
Common Stock by the Employee.

         7.       Grant of Option. On the Enrollment Date of each Offering
Period, each eligible Employee participating in such Offering Period shall be
granted an option to purchase on the Exercise Date of such Offering Period (at
the applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the participant's account as of the
Exercise Date by the applicable Purchase Price. During a six month Offering
Period no Employee shall be permitted to purchase, more than 2,000 shares (or
such lesser number determined by the Administrator); provided, however, that
such limit shall be adjusted proportionately in the event of an Offering Period
longer than six months. All such purchases shall also be subject to the
limitations set forth in Sections 3(b) and 12 hereof. Exercise of the option
shall occur as provided  


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in Section 8 hereof, unless the participant has withdrawn pursuant to Section 10
hereof, and shall expire on the last day of the Offering Period.

         8.       Exercise of Option. Unless a participant withdraws from the
Plan as provided in Section 10 hereof, his or her option for the purchase of
shares shall be exercised automatically on the Exercise Date, and the maximum
number of full shares subject to option shall be purchased for such participant
at the applicable Purchase Price with the accumulated payroll deductions in his
or her account. No fractional shares shall be purchased; any payroll deductions
accumulated in a participant's account which are not sufficient to purchase a
full share shall be carried over in the participant's account into the next
Offering Period. During a participant's lifetime, a participant's option to
purchase shares hereunder is exercisable only by him or her.

         9.       Delivery. As promptly as practicable after each Exercise Date
on which a purchase of shares occurs, the shares shall be credited to an account
in the participant's name with a brokerage firm selected by the Plan Committee
to hold the shares in it's street name.

         10.      Withdrawal; Termination of Employment.

                  (a) A participant may withdraw all but not less than all the
payroll deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time up to two weeks prior to any
Exercise Date by giving written notice to the Company in the form of Exhibit B
to this Plan. All of the participant's payroll deductions credited to his or her
account will be paid to such participant promptly after receipt of notice of
withdrawal, such participant's option for the Offering Period will be
automatically terminated, and no further payroll deductions for the purchase of
shares will be made during the Offering Period. If a participant withdraws from
an Offering Period, payroll deductions will not resume at the beginning of the
succeeding Offering Period unless the participant delivers to the Company a new
enrollment agreement.

                  (b) Upon a participant's ceasing to be an Employee (as defined
in Section 2(g) hereof) for any reason, he or she will be deemed to have elected
to withdraw from the Plan and the payroll deductions credited to such
participant's account during the Offering Period but not yet used to exercise
the option will be returned to such participant or, in the case of his or her
death, to the person or persons entitled thereto under Section 14 hereof, and
such participant's option will be automatically terminated. The preceding
sentence notwithstanding, a participant who receives payment in lieu of notice
of termination of employment shall be treated as continuing to be an Employee
for the participant's customary number of hours per week of employment during
the period in which the participant is subject to such payment in lieu of
notice.

                  (c) A participant's withdrawal from an Offering Period will
not have any effect upon his or her eligibility to participate in any similar
plan which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from which
the participant withdraws.

         11.      Interest. No interest shall accrue on the payroll deductions
of a participant in the Plan.


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         12.      Stock.

                  (a) The maximum number of shares of the Company's Common Stock
which shall be made available for sale under the Plan shall be three hundred
fifty thousand (350,000) shares, subject to adjustment upon changes in
capitalization of the Company as provided in Section 18 hereof. Shares issuable
under the Plan shall be Treasury Shares. If on a given Exercise Date the number
of shares with respect to which options are to be exercised exceeds the number
of shares then available under the Plan, the Company shall make a pro rata
allocation of the shares remaining available for purchase in as uniform a manner
as shall be practicable and as it shall determine to be equitable.


                  (b) The participant will have no interest or voting right in
shares covered by his option until such option has been exercised.

                  (c) Shares to be delivered to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and his or her spouse.

         13.      Administration.

                  (a) Administrative Body. The Plan shall be administered by the
Board or a committee of members of the Board appointed by the Board. The Board
or its committee shall have full and exclusive discretionary authority to
construe, interpret and apply the terms of the Plan, to determine eligibility
and to adjudicate all disputed claims filed under the Plan. Every finding,
decision and determination made by the Board or its committee shall, to the full
extent permitted by law, be final and binding upon all parties.

                  (b) Rule 16b-3 Limitations. Notwithstanding the provisions of
Subsection (a) of this Section 13, in the event that Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
any successor provision ("Rule 16b-3") provides specific requirements for the
administrators of plans of this type, the Plan shall be administered only by
such a body and in such a manner as shall comply with the applicable
requirements of Rule 16b-3.

         14.      Designation of Beneficiary.

                  (a) A participant may file a written designation of a
beneficiary who is to receive any shares and cash, if any, from the
participant's account under the Plan in the event of such participant's death
subsequent to an Exercise Date on which the option is exercised but prior to
delivery to such participant of such shares and cash. In addition, a participant
may file a written designation of a beneficiary who is to receive any cash from
the participant's account under the Plan in the event of such participant's
death prior to exercise of the option. If a participant is married and the
designated beneficiary is not the spouse, spousal consent shall be required for
such designation to be effective.


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                  (b) Such designation of beneficiary may be changed by the
participant at any time by written notice. In the event of the death of a
participant and in the absence of a beneficiary validly designated under the
Plan who is living at the time of such participant's death, the Company shall
deliver such shares and/or cash to the executor or administrator of the estate
of the participant, or if no such executor or administrator has been appointed
(to the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known to
the Company, then to such other person as the Company may designate.

         15.      Transferability. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof. Shares of
Common Stock acquired through exercise of options granted pursuant to this Plan
may not be sold or otherwise transferred until at least twelve months after the
Exercise Date. The Company shall have the right to place a legend on all stock
certificates delivered pursuant to this Plan setting forth the restriction on
transferability of such shares.

         16.      Use of Funds. All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose, and
the Company shall not be obligated to segregate such payroll deductions.

         17.      Reports. Individual accounts will be maintained for each
participant in the Plan. Statements of account will be given to participating
Employees at least annually, which statements will set forth the amounts of
payroll deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.

         18.      Adjustments Upon Changes in Capitalization; Dissolution;
Liquidation; Merger or Asset Sale.

                  (a) Changes in Capitalization. Subject to any required action
by the stockholders of the Company, the Reserves as well as the price per share
of Common Stock covered by each option under the Plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effected without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration". Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of 


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stock of any class, or securities convertible into shares of stock of any class,
shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of shares of Common Stock subject to an option.

                  (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Offering Period shall terminate
immediately prior to the consummation of such proposed action, unless otherwise
provided by the Board.

                  (c) Merger or Asset Sale. In the event of a proposed sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Offering Period then in progress
shall be shortened by setting a new Exercise Date (the "New Exercise Date"). The
New Exercise Date shall be before the date of the Company's proposed sale or
merger. The Board shall notify each participant in writing, at least ten (10)
business days prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date, unless prior to
such date the participant has withdrawn from the Offering Period as provided in
Section 10 hereof.

         19.      Amendment or Termination.

                  (a) The Board of Directors of the Company may at any time and
for any reason amend or terminate the Plan. Except as provided in Section 18
hereof, no such termination can affect options previously granted. Except as
provided in Section 18 hereof, no amendment may make any change in any option
theretofore granted which adversely affects the rights of any participant. To
the extent necessary to comply with Rule 16b-3 or under Section 423 of the Code
(or any successor rule or provision or any other applicable law or regulation),
the Company shall obtain shareholder approval in such a manner and to such a
degree as required.

                  (b) Without shareholder consent and without regard to whether
any participant rights may be considered to have been "adversely affected," the
Board (or its committee) shall be entitled to change the Offering Periods
(provided no Offering Period may be more than seven months), limit the frequency
and/or number of changes in the amount withheld during an Offering Period,
establish the exchange ratio applicable to amounts withheld in a currency other
than U.S. dollars, permit payroll withholding in excess of the amount designated
by a participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish reasonable
waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each
participant properly correspond with amounts withheld from the participant's
Compensation, and establish such other limitations or procedures as the Board
(or its committee) determines in its sole discretion advisable which are
consistent with the Plan.

         20.      Notices. All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.

         21.      Conditions Upon Issuance of Shares. Shares shall not be 
issued with respect to an option unless the exercise of such option and the 
issuance and delivery of such shares pursuant 


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thereto shall comply with all applicable provisions of law, domestic or foreign,
including, without limitation, the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange upon which
the shares may then be listed, and shall be further subject to the approval of
counsel for the Company with respect to such compliance.

         As a condition to the exercise of an option, the Company may require
the person exercising such option to represent and warrant at the time of any
such exercise that the shares are being purchased only for investment and
without any present intention to sell or distribute such shares if, in the
opinion of counsel for the Company, such a representation is required by any of
the aforementioned applicable provisions of law.

         22. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company. It shall continue in effect for a term of ten (10)
years unless sooner terminated under Section 19 hereof.


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                                    EXHIBIT A



                          DOCUMENT SCIENCES CORPORATION

                        1997 EMPLOYEE STOCK PURCHASE PLAN

                              ENROLLMENT AGREEMENT


_____ Original Application                          Enrollment Date: __________
_____ Change in Payroll Deduction Rate
_____ Change of Beneficiary(ies)

1.       _____________________________________ hereby elects to participate in
         the Document Sciences Corporation 1997 Employee Stock Purchase Plan
         (the "Employee Stock Purchase Plan") and subscribes to purchase shares
         of the Company' s Common Stock in accordance with this Enrollment
         Agreement and the Employee Stock Purchase Plan.

2.       I hereby authorize payroll deductions from each paycheck in the amount
         of ____% of my Gross Compensation (not to exceed 10%) beginning on the
         first payday after the Grant Date and on each payday thereafter until
         the Exercise Date, as determined by the Board, in accordance with the
         Employee Stock Purchase Plan. (Please note that no fractional
         percentages are permitted.)

3.       I understand that said payroll deductions shall be accumulated for the
         purchase of shares of Company's Common Stock at the applicable Purchase
         Price determined in accordance with the Section 9.3 of the Employee
         Stock Purchase Plan. I understand that, prior to the Exercise Date, I
         shall be permitted only once to (a) withdraw accumulated payroll
         deductions, (b) discontinue payroll deductions, or (c) decrease, but
         not increase, the percentage of Gross Compensation withheld. I further
         understand that I may withdraw all but not less than all the payroll
         deductions credited to my account and not yet used to exercise my
         option under the Plan at any time up to two weeks prior to the Exercise
         Date by giving written notice to the Company.

4.       I have received a copy of the complete "Employee Stock Purchase Plan."
         I understand that my participation in the Employee Stock Purchase Plan
         is in all respects subject to the terms of the Plan. I understand that
         the grant of the option by the Company under this Enrollment Agreement
         is subject to obtaining shareholder approval of the Employee Stock
         Purchase Plan.

5.       Shares purchased for me under the Employee Stock Purchase Plan should
         be issued in the name(s) of (Employee or Employee and Spouse Only):


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6.       I understand that I may not sell or otherwise transfer shares of Common
         Stock purchased pursuant to this Plan until at least twelve months
         after the Exercise Date and that the Company shall have the right to
         place a legend on all stock certificates representing Option Shares
         setting forth the restriction on transferability of such shares.

7.       I understand that if I dispose of any shares received by me pursuant to
         the Plan within 2 years after the Enrollment Date (the first day of the
         Offering Period during which I purchased such shares), I will be
         treated for federal income tax purposes as having received ordinary
         income at the time of such disposition in an amount equal to the excess
         of the fair market value of the shares at the time such shares were
         purchased by me over the price which I paid for the shares. I hereby
         agree to notify the Company in writing within 30 days after the date of
         any disposition of shares and I will make adequate provision for
         Federal, state or other tax withholding obligations, if any, which
         arise upon the disposition of the Common Stock. The Company may, but
         will not be obligated to, withhold from my compensation the amount
         necessary to meet any applicable withholding obligation including any
         withholding necessary to make available to the Company any tax
         deductions or benefits attributable to sale or early disposition of
         Common Stock by me. If I dispose of such shares at any time after the
         expiration of the 2-year holding period, I understand that I will be
         treated for federal income tax purposes as having received income only
         at the time of such disposition, and that such income will be taxed as
         ordinary income only to the extent of an amount equal to the lesser of
         (1) the excess of the fair market value of the shares at the time of
         such disposition over the purchase price which I paid for the shares,
         or (2) 15% of the fair market value of the shares on the first day of
         the Offering Period. The remainder of the gain, if any, recognized on
         such disposition will be taxed as capital gain.

8.       I hereby agree to be bound by the terms of the Employee Stock Purchase
         Plan. The effectiveness of this Enrollment Agreement is dependent upon
         my eligibility to participate in the Employee Stock Purchase Plan.

9.       In the event of my death, I hereby designate the following as my
         beneficiary(ies) to receive all payments and shares due me under the
         Employee Stock Purchase Plan:


         NAME: (Please print)
                              -------------------------------------------------
                                  (First)   (Middle)   (Last)



         Relationship
                              -------------------------------------------------

                              -------------------------------------------------
                               (Address)


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         NAME: (Please print)
                              -------------------------------------------------
                                            (First)   (Middle)   (Last)



         Relationship
                              -------------------------------------------------

                              -------------------------------------------------
                                    (Address)


         Employee's Social
         Security Number:
                              -------------------------------------------------

         Employee's Address:
                              -------------------------------------------------

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

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

I UNDERSTAND THAT THIS ENROLLMENT AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.



                                     Dated:
                                             ----------------------------------
                                             Signature of Employee


                                             ----------------------------------
                                             Spouse's Signature
                                             (If beneficiary other than spouse)


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