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                                                                  Exhibit 10.19

                                EMPLOYMENT AGREEMENT


          THIS AGREEMENT, dated as of November 18, 1998, is by and between
INTERIM SERVICES INC., a Delaware corporation (hereinafter referred to as the
"Company"), and ROY G. KRAUSE (hereinafter the "Executive").

                                      RECITALS

          A.   The Executive currently serves as the Company's Executive Vice
President and Chief Financial Officer, and his services and knowledge are
valuable to the Company in connection with the management of its business.

          B.   The Company desires to continue to employ the Executive and to
enter into a new agreement embodying the terms of such employment.

          C.   The Executive desires to continue the Executive's employment and
to enter into a new agreement embodying the terms of such employment.
                                          
                                     AGREEMENTS
                                          
          
          NOW, THEREFORE, to induce the Executive to remain in the employ of 
the Company and its subsidiaries, and for other good and valuable 
consideration, the receipt and sufficiency of which are hereby acknowledged, 
the Company and the Executive agree as follows:
          
          1.   EMPLOYMENT.

          During the Term of Employment (as defined in Section 2 hereof), the 
Executive shall serve as Executive Vice President and Chief Financial 
Officer. The Executive shall perform and assume all duties and 
responsibilities customary to such position and shall devote all of his 
business time and energies thereto. In carrying out such duties and 
responsibilities, the Executive shall report to, and be subject to the 
direction of, the Chief Executive Officer and the Board of Directors of the 
Company (the "Board").

          2.   TERM.

          The Term of Employment under this Agreement shall commence as of the
date of this Agreement and shall continue at the will of the Company and the
Executive (the "Term of Employment").  Either party may terminate the
Executive's employment at any time and for any reason.

          3.   BASE SALARY.

          The Company shall pay the Executive, in accordance with the Company's
regular  payroll practices applicable to salaried employees, an annualized base
salary at the rate in effect

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on the date of this Agreement, as the same may from time to time be increased 
or decreased at the sole discretion of the Compensation Committee of the 
Board (the "Compensation Committee").

          4.   INCENTIVE AWARDS.

          a)   The Executive shall participate in the Company's annual incentive
plan for senior-level executives as in effect from time to time, subject to the
performance standards set by the Compensation Committee.  Payment of any annual
incentive award shall be made at the same time that such awards are paid to
other senior-level executives of the Company.  The Executive's annual incentive
award target shall be set by the Compensation Committee.

          b)   The Executive shall be eligible to receive grants under the
Company's long-term incentive plan as in effect from time to time; provided,
however, that the size, type and other terms and conditions of any such grant to
the Executive shall be determined by the Compensation Committee.

          5.   BENEFITS, FRINGES AND PERQUISITES.

          The Executive shall be entitled to participate in all employee pension
and welfare benefit, fringe benefit and perquisite plans and programs made
available to the Company's senior-level executives as in effect from time to
time.

          6.   VACATION.

          The Executive shall be entitled to vacation in accordance with the
Company's vacation policy applicable to its senior-level executives.  Vacations
shall be arranged in order that they not materially interfere with the normal
functioning of the Company's business activities or the performance of the
Executive's duties hereunder.

          7.   BUSINESS EXPENSES.

          The Company shall reimburse the Executive for any ordinary, necessary
and reasonable business expenses that the Executive incurs in connection with
the performance of his duties under this Agreement, in accordance with the
Company's policy regarding the reimbursement of business expenses.

          8.   TERMINATION OF EMPLOYMENT.

          a)   DEATH OR DISABILITY.  The Executive's employment shall terminate
upon the Executive's Death, and Company may terminate the Executive's employment
due to Disability (as defined herein).  If, during the Term of Employment, the
Executive's employment is terminated due to Death or Disability, the Executive
(or Executive's estate or legal representative, as the case may be) shall be
entitled to receive:

               i)   Executive's base salary through the date of such termination
     of employment at the rate in effect at the time thereof;

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               ii)  an amount, payable at the same time that annual incentive
     awards for the year in which the Executive's employment so terminates are
     paid to senior-level executives of the Company, equal to the product of the
     Executive's annual incentive award target for such year and a fraction, the
     numerator of which is the number of days in such year through the date of
     such termination of employment, and the denominator of which is 365;
     provided, however, that no such amount shall be paid to the Executive (or
     to Executive's estate or legal representative, as the case may be) if
     annual incentive awards for such year are not paid to senior-level
     executives of the Company generally;

               iii) reimbursement for expenses incurred by the Executive in
     accordance with the Company's policy but not reimbursed prior to the date
     of such termination of employment;

               iv)  any vested deferred base salary and annual incentive awards
     (including, without limitation, interest or other credits on such deferred
     amounts); and

               v)   any other compensation or benefits that may be owed or
     provided to the Executive in accordance with the terms and conditions of
     any applicable plans and programs of the Company.

     For purposes of this Agreement, "Disability" shall mean the Executive's 
inability, by reason of illness or other physical or mental disability, to 
perform the principal duties required by the position held by the Executive 
at the inception of such illness or disability, for any consecutive 180-day 
period. A determination of Disability shall be subject to the certification 
of a qualified medical doctor agreed to by the Company and the Executive or, 
in the Executive's incapacity to designate a doctor, the Executive's legal 
representative.  If the Company and the Executive cannot agree on the 
designation of a doctor, then each party shall nominate a qualified medical 
doctor and the two doctors shall select a third doctor, and the third doctor 
shall make the determination as to Disability.

          b)   FOR CAUSE.  The Company may terminate the Executive's employment
for Cause (as defined herein) if the Board determines that Cause exists and
serves written notice of such termination to the Executive.  If, during the Term
of Employment, the Company terminates the Executive's employment for Cause, all
of the Executive's annual incentive awards, long-term incentive awards, stock
options and other stock or long-term incentive grants which are not then vested
or not then exercisable shall be canceled as of the date of the Board's written
notice of termination, and the Executive shall be entitled to receive:

               i)   Executive's base salary through the date of such termination
     of employment at the rate in effect at the time thereof;

               ii)  reimbursement for expenses incurred by the Executive in
     accordance with the Company's policy but not reimbursed prior to the date
     of such termination of employment;

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               iii) any vested deferred base salary and vested annual incentive
     awards (including, without limitation, interest or other credits on such
     deferred amounts but not including unvested bonuses or amounts payable for
     the year in which the Board's written notice of termination for Cause is
     made, or unvested bonuses or amounts payable after the Board's written
     notice of termination for Cause is made); and

               iv)  any other compensation or benefits that may be owed or
     provided to the Executive in accordance with the terms and conditions of
     any applicable plans and programs of the Company.

          The Executive shall be entitled to receive no other compensation or
     benefits, whether pursuant to this Agreement or otherwise, except as and to
     the extent required by law.

          For purposes of this Agreement, "Cause" shall mean one or more of the
     following:

          (I)  the material violation of any of the terms and conditions of this
     Agreement or any written agreements the Executive may from time to time
     have with the Company (after 30 days following written notice from the
     Board specifying such material violation and Executive's failure to cure or
     remedy such material violation within such 30-day period);

          (II) inattention to or failure to perform Executive's assigned duties
     and responsibilities competently for any reason other than due to
     Disability (after 30 days following written notice from the Board
     specifying such inattention or failure, and Executive's failure to cure or
     remedy such inattention or failure within such 30-day period);

          (III)     engaging in activities or conduct injurious to the
     reputation of the Company or its affiliates including, without limitation,
     engaging in immoral acts which become public information or repeatedly
     conveying to one person, or conveying to an assembled public group,
     negative information concerning the Company or its affiliates;

          (IV) commission of an act of dishonesty, including, but not limited
     to, misappropriation of funds or any property of the Company; 

          (V)  commission by the Executive of an act which constitutes a
     misdemeanor (involving an act of moral turpitude) or a felony;

          (VI) the material violation of any of the Policies referred to in
     Section 9 hereof (after 30 days following written notice from the Board
     specifying such failure, and the Executive's failure to cure or remedy such
     inattention or failure within such 30-day period);

          (VII)     refusal to perform the Executive's assigned duties and
     responsibilities or other insubordination (after 30 days following written
     notice from the Board specifying 

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     such refusal or insubordination, and the Executive's failure to cure or 
     remedy such refusal or insubordination within such 30-day period); or 

          (VIII)    unsatisfactory performance of duties by the Executive as a
     result of alcohol or drug use by the Executive.  

          c)   WITHOUT CAUSE.  The Company may terminate the Executive's
employment without Cause.  If, during the Term of Employment, the Company
terminates the Executive's employment without Cause, other than due to
Disability, then in lieu of any amount otherwise payable under this Agreement,
or as damages for termination of Executive's employment without Cause, the
Executive shall be entitled to receive:

               i)   Within thirty (30) days of the date of the Board's written
     notice of termination without Cause, a lump sum cash severance payment
     (reduced by any applicable payroll or other taxes required to be withheld)
     equal to the product of two (2) times the sum of the Executive's annual
     salary for the current year plus his target bonus for the current year
     (provided that if the notice of termination is given prior to the
     determination of the Executive's salary or target bonus for the year in
     which the notice of termination is given, then the amounts shall be the
     annual salary for the prior year and the greater of the target bonus for
     the prior year or the actual bonus earned by the Executive for the prior
     year).  The current year shall be (A) for purposes of determining annual
     salary, the year then generally used by the Company for setting salaries
     for senior-level executives (currently April 1 through the following
     March 31), and (B) for purposes of determining target bonus, the fiscal
     year then generally used by the Company for setting target bonuses for
     senior-level executives, in which the Board gives the Executive written
     notice of termination, and the prior year shall be the twelve-month period
     immediately preceding the current year.

               ii)  Reimbursement for expenses incurred by the Executive in
     accordance with the Company's policy but not reimbursed prior to the date
     of such termination of employment.

               iii) Any vested deferred base salary and annual incentive awards
     (including, without limitation, interest or other credits on such deferred
     amounts).

               iv)  Any other compensation or benefits that may be owed or
     provided to the Executive in accordance with the terms and conditions of
     any applicable plans and programs of the Company.

          If the Company terminates Executive's employment without Cause, any
     vesting or service requirements with respect to any employee stock options
     granted to the Executive and then outstanding shall be deemed satisfied.

          d)   VOLUNTARY TERMINATION.  If, during the Term of Employment, the
Executive terminates his employment other than due to Retirement, the Executive
shall be entitled to receive:

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               i)   Executive's base salary through the date of such termination
     of employment at the rate in effect at the time thereof;

               ii)  reimbursement for expenses incurred by the Executive in
     accordance with the Company's policy but not reimbursed prior to the date
     of such termination of employment;

               iii) any vested deferred base salary and annual incentive awards
     (including, without limitation, interest or other credits on such deferred
     amounts); and

               iv)  no other compensation or benefits except as and to the
     extent required by law.  

          e)   INELIGIBILITY FOR SEVERANCE PLAN PAYMENTS.  Anything in this
Agreement to the contrary notwithstanding, Executive shall not be entitled to
any payment under any of the Company's severance plans, programs or
arrangements.

          9.   COMPANY POLICIES.

          The Executive shall strictly follow and adhere to all written 
policies of the Company which are not inconsistent with this Agreement or 
applicable law including, without limitation, securities laws compliance 
(including, without limitation, use or disclosure of material nonpublic 
information, restrictions on sales of Company stock, and reporting 
requirements), conflicts of interest (including, without limitation, doing 
business with the Company or its affiliates without the prior approval of the 
Board), and employee harassment.

          10.  CONFIDENTIALITY.

          The Executive will not at any time (whether during or after 
Executive's employment with the Company) disclose or use for Executive's own 
benefit or purposes, or for the benefit or purpose of any other person, firm, 
partnership, joint venture, association, corporation or other business 
organization, entity or enterprise, any trade secrets, information, data, or 
other confidential information relating to customers, employees, job 
applicants, services, development programs, prices, costs, marketing, 
trading, investment, sales activities, promotion, processes, systems, credit 
and financial data, financing methods, plans, proprietary computer software, 
request for proposal documents, or the business and affairs of the Company 
generally, or of any affiliate of the Company; provided, however, that the 
foregoing shall not apply to information which is generally known to the 
industry or the public other than as a result of the Executive's breach of 
this covenant.  The Executive agrees that upon termination of his employment 
with the Company for any reason, he will return to the Company immediately 
all memoranda, books, papers, plans, information, letters and other data, and 
all copies thereof or therefrom (whether in written, printed or electronic 
form), in any way relating to the business of the Company and its affiliates.

     The Executive acknowledges and agrees that the Company's remedies at law 
for a breach or threatened breach of any of the provisions of this Section 
would be inadequate and, in recognition of this fact, the Executive agrees 
that, in the event of such a breach or threatened 

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breach, in addition to any remedies at law, the Company, without posting any 
bond, shall be entitled to obtain equitable relief in the form of specific 
performance, a temporary restraining order, a temporary or permanent 
injunction or any other equitable remedy which may then be available.

          11.  COVENANT NOT TO COMPETE.

          a)   IN GENERAL.  The Executive agrees that during Executive's
employment with the Company and for a period of one (1) year after the
termination of such employment for whatever reason (the "Non-Compete Period"),
he shall not, anywhere in the world:

               i)   engage in any business, whether as an employee, consultant,
     partner, principal, agent, representative or stockholder (other than as a
     stockholder of less than a one percent (1%) equity interest) or in any
     other corporate or representative capacity with any other business, whether
     in corporate, proprietorship, or partnership form or otherwise, where such
     business is engaged in any activity which competes with the business of the
     Company or its affiliates as conducted on the date the Executive's
     employment terminated or during the 180 day period prior thereto, or  which
     will compete with any proposed business activity of the Company in the
     planning stage on such date or during such period;

               ii)  solicit business from, or perform services for, or induce
     others to perform services for, any company or other business entity which
     at any time during the one (1) year period immediately preceding the
     Executive's termination of employment with the Company was a client of the
     Company or its affiliates; or

               iii) offer, or cause to be offered, employment with any business,
     whether in corporate, proprietorship, or partnership form or otherwise,
     either on a full-time, part-time or consulting basis, to any person who was
     employed by the Company or its affiliates or for whom the Company or its
     affiliates performed outplacement services, in either case at any time
     during the one (1) year period immediately preceding the date the
     Executive's termination of employment with the Company.

          For purposes of this Agreement, affiliates of the Company include
     subsidiaries 50% or more owned by the Company and the Company's franchisees
     and licensees.

          b)   CONSIDERATION.  The consideration for the foregoing covenant not
to compete, the sufficiency of which is hereby acknowledged, is the Company's
agreement to employ the Executive and provide compensation and benefits pursuant
to this Agreement.

          c)   EQUITABLE RELIEF AND OTHER REMEDIES.  The Executive acknowledges
and agrees that the Company's remedies at law for a breach or threatened breach
of any of the provisions of this Section would be inadequate and, in recognition
of this fact, the Executive agrees that, in the event of such a breach or
threatened breach, in addition to any remedies at law, the Company, without
posting any bond, shall be entitled to obtain equitable relief in the form of

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specific performance, temporary restraining order, a temporary or permanent
injunction or any other equitable remedy which may then be available.

          d)   REFORMATION.  If the foregoing covenant no to compete would 
otherwise be determined invalid or unenforceable by a court of competent 
jurisdiction, such court shall exercise its discretion in reforming the 
provisions of this Section to the end that the Executive be subject to a 
covenant not to compete, reasonable under the circumstances, enforceable by 
the Company.

          12.  COMPANY POLICIES, PLANS AND PROGRAMS.  

          Whenever any rights under this Agreement depend on the terms of a 
policy, plan or program established or maintained by the Company, any 
determination of these rights shall be made on the basis of the policy, plan 
or program in effect at the time as of which the determination is made.  No 
reference in this Agreement to any policy, plan or program established or 
maintained by the Company shall preclude the Company from prospectively or 
retroactively changing or amending or terminating that policy, plan or 
program or adopting a new policy, plan or program in lieu of the 
then-existing policy, plan or program.

          13.  BINDING AGREEMENT; SUCCESSORS.

          a)   This Agreement shall be binding upon and shall inure to the
benefit of the Company and its successors and assigns.  The Company shall
require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or
assets of the Company, by agreement to assume expressly and agree to perform
this Agreement in the same manner and to the same extent that the Company would
be required to perform it if no such succession had taken place.  For purposes
of this Agreement, "Company" shall mean the Company as hereinbefore defined and
any successor to its business and/or assets as aforesaid.

          b)   This Agreement shall be binding up and shall inure to the 
benefit of the Executive and the Executive's personal or legal 
representatives, executors, administrators, successors, heirs, distributees, 
beneficiaries, devises and legatees.  If the Executive should die while any 
amounts are payable to him hereunder, all such amounts, unless otherwise 
provided herein, shall be paid in accordance with the terms of this Agreement 
to the Executive's devisee, legatee, beneficiary or other designee or, if 
there be no such designee, to the Executive's estate.

          14.  CHANGE IN CONTROL AGREEMENTS.  

          Simultaneously with the execution and delivery of this Agreement, 
the Company and the Executive have executed and delivered a Change In Control 
Agreement ("C-I-C Agreement"), which applies under the circumstances and 
during the period described therein.  If circumstances arise which cause both 
the C-I-C Agreement and this Agreement to apply to the Company and the 
Executive, then, to the extent of any inconsistency between the provisions of 
this Agreement and the C-I-C Agreement, the terms of the C-I-C Agreement 
alone shall apply.  However, if the C-I-C Agreement does not apply (as, for 
example, if there is no Change in 

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Control as described therein, or the C-I-C Agreement has expired, or the 
C-I-C Agreement simply does not apply), then the provisions of this Agreement 
shall control and be unaffected by the C-I-C Agreement.

          15.  NOTICES.  

          For the purposes of this Agreement, notices and all other 
communications provided for herein shall be in writing and shall be deemed to 
have been duly given (i) on the date of delivery if delivered by hand, (ii) 
on the date of transmission, if delivered by confirmed facsimile, (iii) on 
the first business day following the date of deposit if delivered by 
guaranteed overnight delivery service, or (iv) on the third business day 
following the date delivered or mailed by United States registered or 
certified mail, return receipt requested, postage prepaid, addressed as 
follows:

     If to the Executive:

     Roy G. Krause
     7601 Marblehead Lane
     Parkland, FL   33067
     
     If to the Company:
     
     Interim Services Inc.
     2050 Spectrum Boulevard
     Fort Lauderdale, Florida 33309
     Attention:  General Counsel
     
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.

          16.  GOVERNING LAW.  

          The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Florida, without regard
to principles of conflicts of laws.

          17.  ENTIRE AGREEMENT; AMENDMENT.  

          This Agreement and the C-I-C Agreement contain the entire agreement 
between the parties concerning the subject matter hereof and supersede all 
prior agreements, understandings, discussions, negotiations and undertakings, 
whether written or oral, between the parties with respect to the subject 
matter hereof. No provisions of this Agreement may be amended, modified, 
waived or discharged unless such amendment, waiver, modification or discharge 
is agreed to in writing signed by the Executive and the Company.  No 
agreements or representations, oral or otherwise, express or implied, with 
respect to the subject matter hereof have been made by either party which are 
not set forth expressly in this Agreement.

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          18.  COUNTERPARTS.  

          This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which will constitute one and
the same instrument.

          19.  NON-ASSIGNABILITY.  

          This Agreement is personal in nature and neither of the parties 
hereto shall, without the consent of the other, assign, or transfer this 
Agreement or any rights or obligations hereunder, except as provided in 
Section 13.  Without limiting the foregoing, the Executive's right to receive 
payments hereunder shall not be assignable or transferable, whether by 
pledge, creation of a security interest or otherwise, other than a transfer 
by his will or trust or by the laws of descent or distribution, and in the 
event of any attempted assignment or transfer contrary to this paragraph the 
Company shall have no liability to pay any amount so attempted to be assigned 
or transferred.

          20.  RESOLUTION OF DISPUTES.

          a)   The parties shall submit any claim, demand, dispute, charge or 
cause of action (in any such case, a "Claim") arising out of, in connection 
with, or relating to this Agreement to binding arbitration in conformance 
with the J*A*M*S/ENDISPUTE Streamlined Arbitration Rules and Procedures or 
the J*A*M*S/ENDISPUTE Comprehensive Arbitration Rules and Procedures, as 
applicable, but expressly excluding Rule 28 of the J*A*M*S/ ENDISPUTE 
Streamlined Rules and Rule 32 of the J*A*M*S/ENDISPUTE Comprehensive Rules, 
as the case may be.  All arbitration procedures shall be held in Fort 
Lauderdale, Florida and shall be subject to the choice of law provisions set 
forth in Section 16 of this Agreement.

          b)   In the event of any dispute arising out of or relating to this 
Agreement for which any party is seeking injunctive relief, specific 
performance or other equitable relief, such matter may be resolved by 
litigation. Accordingly, the parties shall submit such matter to the 
exclusive jurisdiction of the United States District Court for the Southern 
District of Florida or, if jurisdiction is not available therein, any other 
court located in Broward County, Florida, and hereby waive any and all 
objections to such jurisdiction or venue that they may have.  Each party 
agrees that process may be served upon such party in any manner authorized 
under the laws of the United States or Florida, and waives any objections 
that such party may otherwise have to such process.

          21.  NO SETOFF.  

          The Company shall have no right of setoff or counterclaim in respect
of any claim, debt or obligation against any payment provided for in this
Agreement.

          22.  NON-EXCLUSIVITY OF RIGHTS.  

          Nothing in this Agreement shall prevent or limit the Executive's 
continuing or future participation in any benefit, bonus, incentive or other 
plan or program provided by the Company or any of its subsidiaries or 
successors and for which the Executive may qualify, nor 

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shall anything herein limit or reduce such rights as the Executive may have 
under any other agreements with the Company or any of its subsidiaries or 
successors.  Amounts which are vested benefits or which the Executive is 
otherwise entitled to receive under any plan or program of the Company or any 
of its subsidiaries shall be payable in accordance with such plan or program, 
except as explicitly modified by this Agreement.

          23.  WITHHOLDING.  

          The Company may withhold from any amounts payable under this 
Agreement such federal, state and local taxes as are required to be withheld 
(with respect to amounts payable hereunder or under any benefit plan or 
arrangement maintained by the Company) pursuant to any applicable law or 
regulation.

          24.  INVALIDITY OF PROVISIONS.  

          In the event that any provision of this Agreement is adjudicated to 
be invalid or unenforceable under applicable law in any jurisdiction, the 
validity or enforceability of the remaining provisions thereof shall be 
unaffected as to such jurisdiction and such adjudication shall not affect the 
validity or enforceability of such provision in any other jurisdiction.  To 
the extent that any provision of this Agreement is adjudicated to be invalid 
or unenforceable because it is overbroad, that provision shall not be void 
but rather shall be limited to the extent required by applicable law and 
enforced as so limited. The parties expressly acknowledge and agree that 
Sections 11 and 24 are reasonable in view of the parties' respective 
interests.

          25.  NON-WAIVER OF RIGHTS.  

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

          IN WITNESS WHEREOF, the parties have caused this Agreement to be 
executed and delivered as of the day and year first above set forth.

PLEASE NOTE:  BY SIGNING THIS AGREEMENT, THE EXECUTIVE IS HEREBY CERTIFYING 
THAT THE EXECUTIVE (A) HAS RECEIVED A COPY OF THIS AGREEMENT FOR REVIEW AND 
STUDY BEFORE EXECUTING IT; (B) HAS READ THIS AGREEMENT CAREFULLY BEFORE 
SIGNING IT; (C) HAS HAD SUFFICIENT OPPORTUNITY BEFORE SIGNING THE AGREEMENT 
TO ASK ANY QUESTIONS THE EXECUTIVE HAS ABOUT THE AGREEMENT AND HAS RECEIVED 
SATISFACTORY ANSWERS TO ALL SUCH QUESTIONS; AND (D) UNDERSTANDS THE 
EXECUTIVE'S RIGHTS AND OBLIGATIONS UNDER THE AGREEMENT.

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          THIS AGREEMENT IN SECTION 18 CONTAINS A BINDING ARBITRATION PROVISION
WHICH MAY BE ENFORCED BY THE PARTIES.


                              INTERIM SERVICES INC.


                              By:  /s/ John B. Smith                  
                                  -------------------------------------------
                                   Senior Vice President and Secretary


                              EXECUTIVE


                              By: /s/ Roy G. Krause                        
                                  -------------------------------------------
                                   Roy G. Krause












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