EXHIBIT A
                                  ROYALTY NOTE
                                  ------------

Not  to  Exceed  $  3,000,000.00          ,  199_
     FOR  VALUE  RECEIVED,  the undersigned, WILSON ACQUISITION CORPORATION, a
Delaware  corporation  ("Payor"),  promises  to  pay  to  WILSON  TECHNOLOGIES
INCORPORATED,  a  California  corporation  ("Payee"),  or order, a Royalty (as
defined  below),  not  to  exceed  the  sum  of  Three  Million  Dollars  ($
3,000,000.00),  or  such  lesser  amount  as  shall  be  determined  as herein
provided,  pursuant  to  the  manner  hereinafter  set  forth:
     1.       Royalty.  Commencing on the date hereof, and extending until the
              -------
earlier of five (5) years after the date hereof or such time as Payor has paid
to  Payee  the sum of Three Million Dollars, or such lesser amount as shall be
determined in accordance with the provisions hereof, (the "Royalty Period"), a
Royalty  shall  accrue in an amount equal to five percent (5%) of Net Revenues
(as  defined  below) (the "Royalty").  The Royalty shall be due and payable by
Payor  to  Payee commencing forty-five days after the end of the Buyer's first
fiscal  quarter arising after the date hereof and continuing thereafter within
forty-five  (45)  days  after  the  end  of  each of Payor's successive fiscal
quarters  (or  portion  thereof) included in the Royalty Period (collectively,
the  "Royalty Payments").  The term "Net Revenues" shall mean the gross amount
of  revenues  received by Payor or its affiliates from the sale of products or
the  performance  of  services  related  to selling, designing, manufacturing,
installing and servicing compressed natural gas ("CNG") refueling stations and
related  products  for  use  in  the  CNG  industry  throughout the world (the
"Business"),  less  (a)  returns,  credits, discounts and allowances, (b) free
              ----
goods  programs,  (c)  freight,  transportation and insurance charges, and (d)
sales,  excise and similar taxes added to the invoice; provided, however, that
this  amount shall not include revenues arising from the sale of CNG, the sale
of  CNG-powered  vehicles,  or  the  conversion  of  vehicles  to  CNG-powered
vehicles.


     24

     2.        Stock Payment Option.  At the option of Payee, Royalty Payments
               --------------------
may  be  made  in  restricted  shares of common stock, $.01 par value, of Penn
Octane  Corporation, a Delaware corporation ("POC") at a value equal to eighty
percent  (80%)  of the market price per share quoted by NASDAQ on the last day
of  Payor's  fiscal  quarter  for which each Royalty Payment is due; provided,
however,  that,  whichever  election  Zimmerman  Holdings,  Inc., a California
corporation  ("ZHI"), makes with respect to the receipt of cash or stock under
that  certain Convertible Debenture issued by POC in favor of ZHI of even date
herewith,  such election shall be applicable to the form of additional Royalty
Payments  hereunder;  provided,  further,  however,  that  in  the event Payee
assigns  this Royalty Note to an individual or entity, other than ZHI, William
R.  Zimmerman ("Zimmerman") or an affiliate thereof, such entity shall have no
right to receive stock in lieu of cash under this Royalty Note, but under such
circumstance,  Payor  shall  have  the  option, but not the obligation, to pay
Royalty  Payments

<PAGE>
due  and  payable  hereunder  in  POC  Common  Stock  (as defined in Section 3
hereof).
     3.          Registration Rights.  The following registration rights shall
                 -------------------
apply  to  any  shares  of  common  stock, $.01 par value, of POC ("POC Common
Stock")  received  in  lieu  of  Royalty Payments under this the Royalty Note:
          (a)         If POC shall determine to register any of its securities
(other  than  a  Form  S-8  or other form suitable for employee benefit plans)
either  for  its  own  account  or  the  account  of  any  investor  who holds
registrable  securities  or to whom registration rights have been conferred by
POC  (hereinafter  "Holders"),  POC  shall:
               (i)          promptly  give  Payee written notice thereof; and,
               (ii)          include  in such registration (and in any related
qualification  under blue sky laws, the securities laws of any state where the
securities are to be issued, or any other compliance), and in any underwriting
involved therein, all of the securities specified in a written request made by
Payee  to  POC  within  twenty  (20)  days  after  the written notice from POC
described  in  clause  (i)  above  (the  ARegisterable  Securities@).
          (b)          If  the registration of which POC gives notice is for a
registered public offering involving an underwriter, POC shall so advise Payee
as  part  of  the  written  notice  given  pursuant  to Section 3(a)(i) above.

<PAGE>
          (c)        All registration expenses incurred in connection with any
registration,  qualification or compliance pursuant to this Section 3 shall be
borne  by  POC;  provided,  however,  that  Payee shall bear its own legal and
accounting  fees  and  costs  and  any  underwriting  discounts or commissions
incurred  in  connection  with  the  sale  of  its  shares  of  POC.
          (d)     In the case of registration effected by POC pursuant to this
Section  3,  POC  shall  keep Payee advised in writing as to the initiation of
each registration and as to the completion thereof.  At its expense, POC shall
use  its  best  efforts  to:
               (i)     Keep registration effective for a period of one hundred
twenty  (120)  days or until Payee has completed the distribution described in
the registration statement relating thereto, whichever first occurs; provided,
however, that such 120-day period shall be extended for a period of time equal
to  the  period  Payee  refrains  from selling any securities included in such
registration  at  the  request  of  an  underwriter  of  POC;
               (ii)          Prepare and file with the Securities and Exchange
Commission,  or  any  other  federal  agency  at  the  time  administering the
Securities  Act  of 1933 (the ACommission@) such amendments and supplements to
such  registration  statement  and the prospectus used in connection with such
registration  statement  as  may be necessary to comply with the provisions of
the  Securities  Act  of  1933,  as  amended, or any similar successor federal
statute  and the rules and regulations thereunder (the ASecurities Act@), with
respect  to  the  disposition  of  all securities covered by such registration
statement;
               (iii)  Furnish  such number of prospectuses and other documents
incident  thereto, including any amendment of or supplement to the prospectus,
as  Payee  may  from  time  to  time  request;
               (iv)     Notify Payee at any time when a prospectus relating to
the  Registerable  Securities is required to be delivered under the Securities
Act of the happening of any event as a result of which the prospectus included
in  such  registration  statement,  as  then  in  effect,  includes  an untrue
statement  of a material fact or omits to state a material fact required to be
stated  therein  or necessary to make the statements therein not misleading or
incomplete  in light of the circumstances then existing, and at the request of
any such seller, prepare and furnish such seller a reasonable number of copies
of  a  supplement to or an amendment of such prospectus as may be necessary so
that,  as  thereafter  delivered  to  the  purchasers  of  such  shares,  such
prospectus shall not include an untrue statement of a material fact or omit to
state  a  material fact required to be stated therein or necessary to make the
statements  therein not misleading or incomplete in light of the circumstances
then  existing;
               (v)      Cause such Registerable Securities registered pursuant
to  this  Section  3  to  be  listed  on  each  securities

<PAGE>
exchange  on  which  similar  securities  issued  by  POC  are  then  listed;
               (vi)          Provide  a  transfer  agent and registrar for all
Registerable  Securities  registered  pursuant  hereto  not  later  than  the
effective  date  of  such  registration;  and
               (vii)  Otherwise  use  its  best  efforts  to  comply  with all
applicable  rules and regulations of the Commission, and make available to its
security  holders,  as  soon  as reasonably practicable, an earnings statement
covering  the  period  of at least twelve months, but not more than 18 months,
beginning  with  the  first  month  after the effective date of a registration
statement,  which  earnings  statement shall satisfy the provisions of Section
11(a)  of  the  Securities  Act.
          (e)        POC will indemnify Payee, each of its officers, directors
and  partners, legal counsel and accountants and each person controlling Payee
within  the  meaning of Section 15 of the Securities Act and Section 13 of the
Exchange  Act, with respect to which registration, qualification or compliance
has  been  effected pursuant hereunder, and each underwriter, if any, and each
person  who  controls,  within the meaning of Section 15 of the Securities Act
and  Section  13  of  the Exchange Act, any underwriter, against all expenses,
claims,  losses,  damages  and  liabilities  (or  actions,  proceedings  or
settlements  in  respect  thereof)  arising  out  of  or  based  on any untrue
statement  (or  alleged  untrue statement) of a material fact contained in any
prospectus,  offering  circular  or  other  document  (including  any  related
registration  statement,  notification  or  the  like)  incident  to  any such
registration,  qualification  or  compliance,  or  based  on  any omission (or
alleged  omission)  to  state  therein  a  material fact required to be stated
therein  or  necessary  to  make the statements therein not misleading, or any
violation  by  POC  of the Securities Act or any rule or regulation thereunder
applicable  to  POC  and  relating  to  action  or inaction required by POC in
connection  with  any such registration, qualification or compliance, and will
reimburse  Payee, each of its officers, directors, partners, legal counsel and
accountants  and each person controlling Payee, each such underwriter and each
person who controls any such underwriter, for any legal and any other expenses
reasonably incurred in connection with investigating and defending or settling
any  such  claim,  loss,  damage,  liability  or  action.
     Payee  shall give notice to POC, under this section, promptly after Payee
has  actual  knowledge of any claim as to which indemnity might be sought, and
shall  permit  POC  to  assume the defense of any such claim or any litigation
resulting  therefrom,  provided  that  counsel  for POC, who shall conduct the
defense of such claim or any litigation resulting therefrom, shall be approved
by  Payee  (whose  approval shall not be unreasonably withheld), and Payee may
participate  in such defense at Payee's expense, and provided further that the
failure  of  Payee  to give notice as provided herein shall not relieve POC of
its  obligations  under  this  Section 3(e), to the extent such failure is not
prejudicial.    POC shall not, in the defense of any such claim or litigation,
except  with  the  consent  of  Payee, consent to the entry of any judgment or
enter  into  any  settlement  which  does not include as an unconditional term
thereof the giving by the claimant or plaintiff to Payee of a release from all
liability  in  respect  to such claim or litigation.  Payee shall furnish such
information  regarding  itself  or the claim in question as POC may reasonably
request  in writing and as shall be reasonably required in connection with the
defense  of  such  claim  and  litigation  resulting  therefrom.
     If  the  indemnification  provided  for in this Section 3(e) is held by a
court of competent jurisdiction to be unavailable to Payee with respect to any
loss,  liability,  claim,  damage or expense referred to therein, then POC, in
lieu  of  indemnifying Payee hereunder, shall contribute to the amount paid or
payable by Payee as a result of such loss, liability, claim, damage or expense
in  such  proportion as is appropriate to reflect the relative fault of POC on
the  one  hand  and of Payee on the other in connection with the statements or
omissions  which resulted in such loss, liability, claim, damage or expense as
well  as  any  other relevant equitable considerations.  The relative fault of
POC and Payee shall be determined by reference to, among other things, whether
the  untrue  or alleged untrue statement of a material fact or the omission to
state  a  material fact relates to information supplied by POC or by Payee and
the  parties=  relative

<PAGE>
intent, knowledge, access to information and opportunity to correct or prevent
such  statement  or  omission.
     Notwithstanding  the  foregoing,  to  the  extent  that the provisions on
indemnification  and  contribution  contained  in  any  underwriting agreement
entered  into  in  connection  with  any  underwritten  public offering are in
conflict  with  the  foregoing,  the  provisions in the underwriting agreement
shall  control.
          (f)          With a view to making available the benefits of certain
rules  and  regulations  of  the  Commission  which  may  permit  the  sale of
restricted  securities to the public without registration, POC agrees, so long
as  Company, ZHI, Zimmerman or any affiliate thereof owns any POC Common Stock
acquired pursuant to this Royalty Note, to use its reasonable best efforts to:
               (i)        make and keep public information, as those terms are
understood  and defined in Rule 144 as promulgated by the Commission under the
Securities  Act, as such rule may be amended from time to time, or any similar
successor  rule that may be promulgated by the Commission ("Rule 144"), at all
times  from  and  after  ninety  (90) days following the effective date of the
first  registration  under  the Securities Act filed by POC for an offering of
its  securities  to  the  general  public;
               (ii)          file  with  the Commission in a timely manner all
reports  and  other documents required of POC under the Securities Act and the
Securities  Exchange Act of 1934, as amended, or any similar successor federal
statute  and  the  rules

<PAGE>
and  regulations  thereunder  (the  AExchange  Act@), at any time after it has
become  subject  to  such  reporting  requirements;  and
               (iii) furnish to Payee forthwith upon written request a written
statement  by POC as to its compliance with the reporting requirements of Rule
144  (at  any  time  from ninety (90) days following the effective date of the
first registration statement filed by POC for an offering of its securities to
the  general  public),  and of the Securities Act and the Exchange Act (at any
time  after  it  has become subject to such reporting requirements), a copy of
the  most recent annual or quarterly report of POC, and such other reports and
documents  so  filed as Payee may reasonably request in availing itself of any
rule  or  regulation  of  the  Commission  allowing  Payee  to  sell  any such
securities  without  registration.
          (g)     POC shall not limit the number of Registerable Securities to
be  included  in a registration pursuant to this Section 3 in order to include
in  the  offering  any  of  the  following:
               (i)          shares  held  by stockholders with no registration
rights;
               (ii)     founder=s stock or any other shares of stock issued to
employees,  officers,  directors  or  consultants pursuant to any POC employee
stock  option  plan;  or,
               (iii)  securities  registered  for POC=s own account unless POC
determines  in  good  faith  based  upon the advice of its underwriter that an
offering  of Registerable Securities in conjunction with securities registered
for  POC's  own  account  is  not  feasible  or  impracticable and will not be
successful  in  the  marketplace.
          (h)        Payee's rights under this Section 3 shall expire upon the
earlier  to  occur  of  the  following:
               (i)          expiration  of  the  applicable  holding  periods
restricting  the  resale  of  POC  Common  Stock  set  forth  in Rule 144; and
               (ii)        the occurrence of two (2) registrations effected by
POC  after  the  last  issuance  of  POC  Common  Stock  hereunder.
          (i)      Any share certificates delivered pursuant hereto shall bear
appropriate  legends.
     4.          Investment  Representations.
                 ---------------------------
          (a)     Payee is familiar with the business and financial condition,
properties,  operations  and  prospects  of  POC;
          (b)     Payee has been given full access to all material information
concerning  the condition, properties, operations and prospects of POC.  Payee
and  its  advisors have had an opportunity to ask questions of, and to receive
information  from,  POC  and persons acting on its behalf concerning the terms
and  conditions  of  Payee's  receipt  of  POC Common Stock, and to obtain any
additional information necessary to verify the accuracy of the information and
date  received  by  Payee.    Payee  is  satisfied  that  there is no material
information  concerning  the  condition,

<PAGE>
properties,  operations  and  prospects  of POC of which the Payee is unaware;
and,
          (c)      Payee has made, either alone or together with its advisors,
such  independent  investigation of POC, its management and related matters as
Payee  deems  to  be,  or  Payee's  advisors  have advised to be, necessary or
advisable  in  connection  with its receipt of POC Common Stock; and Payee and
its  advisors  have  received  all  information  and  data which Payee and its
advisors  believe to be necessary in order to reach in informed decision as to
the  advisability  of  receiving  POC  Common  Stock;  and,
          (d)        Any POC Common Stock acquired by Payee hereunder is being
acquired  for  investment  purposes  for  its  own account and not with a view
towards  distribution;  Payee shall not dispose of any POC Common Stock except
in  compliance  with  applicable  securities  laws.
     5.          Cessation  of Business.  In the event that Payor is unable to
                 ----------------------
realize  a  rate of return from the Business customary for the CNG business or
businesses  similar  to  the CNG business, Payor shall have the right to cease
operations  of  the  Business  and shall have no further obligation under this
Royalty  Note;  provided,  however,  that  no  affiliate of Payor continues in
activities related to or a part of the Business other than the sale of CNG and
CNG-powered  vehicles  and the conversion of vehicles to CNG-powered vehicles.

<PAGE>
     6.       Sale of Business.  Should Payor elect to sell the Business prior
              ----------------
to  the  expiration  of  the  Royalty  Period,  Payor shall pay to Payee fifty
percent  (50%)  of  the  total  consideration  received  from  the sale of the
Business  up to the total amount of Three Million Dollars ($3,000,000.00) less
                                                                          ----
the  total  Royalty  Payments  received prior thereto by Payee and offsets, if
any,  against  the  total  amount  of  Royalty owing hereunder as set forth in
Section  7 hereof; provided, however, that in the event that Buyer should sell
the  Business  prior to one (1) year after the date hereof, Buyer shall not be
entitled  to  any offsets against this Royalty Note for the Royalty Adjustment
(as  defined  in  Section  8  below).
     7.         Offset.  The total amount of Royalty due and payable hereunder
                ------
shall  be  subject  to  offset for (a) Royalty Payments paid by Payor to Payee
pursuant  to that certain Interim Operating Agreement between Payor and Payee,
(b)  the  Royalty  Note Adjustment (as defined in Section 1.06 of that certain
Purchase Agreement (the "Purchase Agreement") among Payee, and ZHI, on the one
hand,  and Payor and POC, on the other hand), (c) any amounts due for warranty
work  performed  by  Buyer  as  provided  in  Section  13.07  of  the Purchase
Agreement,  (d)  Damages  (as  defined  in  Section  14.01  of  the  Purchase
Agreement),  and (e) any amounts paid by Payee to Company's creditors pursuant
to  Section  1.10  of  the  Interim  Operating Agreement.  Notwithstanding the
foregoing, Payee shall continue to make, when due, Royalty Payments hereunder.
     8.        Inspection Rights.  During the Royalty Period, Payor shall keep
               -----------------
accurate  records  of  all  Net  Revenues  (as  defined  in Section 1 hereof),
including  sales  made  by  affiliates  of  Buyer,  and with each payment made
pursuant  to  this Royalty Note shall deliver to Payee a report indicating the
Net  Revenues  for  the  corresponding  fiscal  quarter,  and  Payee  and  its
representatives  shall  have  the right, not more than once in each of Payor's
fiscal  quarters  during  the  Royalty  Period, and upon reasonable notice and
during  normal  business hours, to audit and inspect, at Payee's sole cost and
expense,  Payor's  records  of  Net  Revenues  for  all  such fiscal quarters;
provided,  however,  that  in no event shall Payee have the right to audit any
period  more  than  once.
     9.     Royalty Payments Pending Royalty Note Adjustment.  Notwithstanding
            ------------------------------------------------
anything  to  the contrary contained herein, Payor shall have no obligation to
pay  to Payee Royalty Payments hereunder in excess of One Million Nine Hundred
Thousand Dollars ($1,900,000) during the period commencing the date hereof and
ending  as  of  the  first  anniversary  of  the  date  hereof.
     10.     Late Charge.  Any payment of accrued Royalty which is not paid on
             -----------
the  due  date therefor, and which remains unpaid after ten (10) business days
written  notice  by  Payee  to  Payor,  shall bear a late charge equal to five
percent  (5%) of the amount of the accrued Royalty which is not paid when due.
Payor  acknowledges that this late charge represents fair compensation for any
loss which would be sustained by Payee for administrative expenses and cost of
money  wrongfully  withheld by Payor.  Such late charge shall be paid with the
accrued  Royalty  with  respect to which it is accrued.  In the event that the
late charge is deemed to constitute interest and to exceed the maximum rate of
interest  allowable  under applicable law, then the obligation to be fulfilled
shall  be  reduced  automatically  to  the  extent  necessary  to  prevent the
effective  rate  of  interest  from  exceeding  the  maximum  legal  rate.
     11.        Costs of Collection.  Should Payor fail to pay any amounts due
                -------------------
under this Royalty Note or any portion thereof in a timely manner, Payee shall
be  entitled  to,  and  Payor  agrees  to pay to Payee immediately upon demand
therefor  by  Payee,  all costs and expenses of collection, including, without
limitation,  attorney's  fees  and  all  other  expenses of enforcing payment.
     12.     Waiver.  The rights and remedies of Payee under this Royalty Note
             ------
shall  be  cumulative and not alternative.  No waiver by Payee of any right or
remedy  under  this Royalty Note shall be effective unless in a writing signed
by Payee.  Neither the failure nor any delay in exercising any right, power or
privilege  under  this  Royalty  Note  will operate as a waiver of such right,
power  or privilege and no single or partial exercise of any such right, power
or  privilege  by  Payee  will  preclude any other or further exercise of such
right, power or privilege.  To the maximum extent permitted by applicable law,
(a)  no  claim  or  right  of  Payee  arising  out of this Royalty Note can be
discharged  by  Payee, in whole or in part, by a waiver or renunciation of the
claim or right unless in a writing, signed by Payee; (b) no waiver that may be
given by Payee will be applicable except in the specific instance for which it
is  given; and, (c) no notice or demand on Payor will be deemed to be a waiver
of  any  obligation  of  Payor  or  the  right of Payee to take further action
without  notice  or  demand  as  provided  in this Royalty Note.  Payor hereby
waives presentment, demand, protest and notice of dishonor and protest and any
other  notice  of  any  kind,  except  as  expressly  provided  for  herein.
     13.       Notice.  Any notice or other communication provided for in this
               ------
Royalty  Note  shall  be  in  writing  and  sent  to  the parties named at the
addresses  listed  below or at such other address as the parties may from time
to  time  in  writing  designate.


To Payor:  Wilson Acquisition Corporation
           c/o Penn Octane Corporation
           5847 San Felipe, Suite 3420
           Houston, Texas  77057
           Attn:  Jerome B. Richter

           Tel:  (713) 952-5703
           Fax:  (713) 952-1323


Copy to:   Coudert Brothers
           1114 Avenue of the Americas
           New York, New York  10036
           Attn:  Arnold H. Tracy, Esq.

           Tel:  (212) 626-4400
           Fax:  (212) 626-4120


To Payee:  Wilson Technologies Incorporated
           c/o Zimmerman Holdings, Inc.
           2600 Mission Street, Suite 100
           San Marino, CA  91108-1676
           Attn.:  William R. Zimmerman

           Tel:  (818) 441-0444
           Fax:  (818) 441-6946

Copy to:   Rodi, Pollock, Pettker, Galbraith
           & Cahill, A Law Corporation
           801 South Grand Avenue, Suite 400
           Los Angeles, CA  90017
           Attn.:  Henry P. Pramov, Jr., Esq.

           Tel:  (213) 895-4900
           Fax:  (213) 895-4921


Any  notice  or  communication  that is properly addressed as provided in this
Paragraph, will be deemed received (a) upon delivery, if delivered personally,
(b)  on  the  third  business day after deposit in a regular depository of the
United  States  mail,  if  delivered  by United States registered or certified
first  class  mail, (c) on the day of transmission, if delivered by facsimile,
unless  such  transmission  is  sent  after  3:00  p.m. (time of the receiving
party),  or  on  a  day which is not a business day of the receiving party, in
which case such transmission will be deemed received on the first business day
after  the  transmission,  and  (d) on the first business day of the receiving
party  after  the  delivery to the courier, if delivered by overnight courier.
Any  party  from  time  to time may change its address for the purpose of this
provision  by  furnishing  a  notice  in  accordance  with  this  Section.
     14.          Severability.  If any provision of this Royalty Note is held
                  ------------
invalid  or  unenforceable  by  any court of competent jurisdiction, the other
provisions  of  this  Royalty  Note will remain in full force and effect.  Any
provision  of this Royalty Note held unenforceable only in part or degree will
remain  in

<PAGE>
full  force  and  effect  to  the  extent  not  held invalid or unenforceable.
     15.       Governing Law.  This Royalty Note shall be governed by the laws
               -------------
of  the  State  of  California without regard to conflicts of laws principles.
     16.          Parties in Interest.  This Royalty Note shall bind Payor and
                  -------------------
Payee  and  their  successors  and  assigns.
     17.         Security.  This Royalty Note is guaranteed by POC pursuant to
                 --------
Section  13.08  of  that certain Purchase Agreement dated March 7, 1997, among
Payee  and  ZHI,  on  the  one  hand,  and  Payor  and POC, on the other hand.
     18.        Assignment.  This Royalty Note may be assigned by Payee to any
                ----------
affiliate  of  Payee  or any creditor of Payee without prior consent of Payor;
provided,  however,  that  in  the event Payee assigns this Royalty Note to an
individual  or entity, other than ZHI, Zimmerman or an affiliate thereof, such
individual  or  entity  shall  have  no right to receive stock in lieu of cash
under  this  Royalty  Note.

     IN  WITNESS  WHEREOF, the undersigned has duly executed this Royalty Note
on  the  day  and  year  first  above  written.
                              WILSON  ACQUISITION  CORPORATION,
                              a  Delaware  Corporation


                              By:

                              Its:


     [Signatures  continued  on  next  page]

<PAGE>
     The  undersigned  hereby acknowledges and agrees to be bound by Section 3
hereof.

                              PENN  OCTANE  CORPORATION,  a
                              Delaware  corporation



                              By:

                              Its:




     [Signatures  continued  from  previous  page]

<PAGE>