Exhibit 4.8

                               SUBSIDIARY GUARANTY

New York, New York                                                April 26, 2004

      FOR VALUE RECEIVED,  and in  consideration  of note purchases from,  loans
made or to be made or credit  otherwise  extended  or to be  extended  by Laurus
Master  Fund,  Ltd.  ("Laurus")  to or for the  account of  Conolog  Corporation
("Debtor")  from  time to time and at any time and for other  good and  valuable
consideration and to induce Laurus,  in its discretion,  to purchase such notes,
make such loans or  extensions  of credit  and to make or grant  such  renewals,
extensions,  releases of collateral or relinquishments of legal rights as Laurus
may deem advisable,  each of the undersigned (and each of them if more than one,
the  liability  under  this  Guaranty  being  joint and  several)  (jointly  and
severally  referred to as  "Guarantors " or "the  undersigned")  unconditionally
guaranties to Laurus,  its successors,  endorsees and assigns the prompt payment
when due  (whether  by  acceleration  or  otherwise)  of all  present and future
obligations  and liabilities of any and all kinds of Debtor to Laurus and of all
instruments  of any nature  evidencing or relating to any such  obligations  and
liabilities upon which Debtor or one or more parties and Debtor is or may become
liable to  Laurus,  whether  incurred  by Debtor  as  maker,  endorser,  drawer,
acceptor,  guarantors , accommodation party or otherwise,  and whether due or to
become due, secured or unsecured,  absolute or contingent, joint or several, and
however or whenever  acquired by Laurus,  whether  arising under,  out of, or in
connection with that certain Securities  Purchase Agreement dated as of the date
hereof by and between Debtor and Laurus (the "Securities  Purchase  Agreement");
that certain Secured Convertible Note dated as of the date hereof made by Debtor
in favor of Laurus (the "Note") the Warrant  dated as of the date hereof made by
Debtor in favor of Laurus (the  "Warrant")or  that certain  Registration  Rights
Agreement  dated as of the date  hereof by and  between  Debtor and Laurus  (the
"Registration  Rights Agreement") (the Securities Purchase Agreement,  the Note,
the  Warrant  and the  Registration  Rights  Agreement,  as each may be amended,
modified,  restated or supplemented from time to time, are collectively referred
to herein as the  "Documents"),  or any  documents,  instruments  or  agreements
relating to or executed  in  connection  with the  Documents  or any  documents,
instruments  or  agreements  referred to therein or otherwise  (all of which are
herein collectively  referred to as the "Obligations"),  and irrespective of the
genuineness,  validity,  regularity or enforceability of such Obligations, or of
any instrument  evidencing any of the Obligations or of any collateral  therefor
or of the  existence  or  extent of such  collateral,  and  irrespective  of the
allowability,  allowance or disallowance of any or all of the Obligations in any
case  commenced  by or  against  Debtor  under  Title 11,  United  States  Code,
including,  without  limitation,  obligations  or  indebtedness  of  Debtor  for
post-petition interest,  fees, costs and charges that would have accrued or been
added to the Obligations  but for the  commencement of such case. In furtherance
of the foregoing, the undersigned hereby agrees as follows:

      1. No  Impairment.  Laurus  may at any time and from time to time,  either
before or after the maturity  thereof,  without notice to or further  consent of
the  undersigned,  extend the time of payment  of,  exchange  or  surrender  any
collateral  for, renew or extend any of the  Obligations or increase or decrease
the interest rate thereon,  and may also make any agreement  with Debtor or with
any other party to or person  liable on any of the  Obligations,  or  interested
therein, for the extension,  renewal, payment, compromise,  discharge or release
thereof, in whole or in part, or for any modification of the terms thereof or of
any agreement  between  Laurus and Debtor or any such other party or person,  or
make any election of rights  Laurus may deem  desirable  under the United States
Bankruptcy  Code,  as  amended,  or  any  other  federal  or  state  bankruptcy,
reorganization,  moratorium  or  insolvency  law  relating to or  affecting  the

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enforcement of creditors' rights generally (any of the foregoing, an "Insolvency
Law") without in any way impairing or affecting this Guaranty.  This  instrument
shall  be  effective  regardless  of the  subsequent  incorporation,  merger  or
consolidation of Debtor, or any change in the composition,  nature, personnel or
location of Debtor and shall extend to any successor entity to Debtor, including
a debtor in possession or the like under any Insolvency Law.

      2.  Guaranty  Absolute.  Each of the  undersigned  jointly  and  severally
guarantees  that the  Obligations  will be paid strictly in accordance  with the
terms of the  Documents  and/or  any other  document,  instrument  or  agreement
creating or evidencing  the  Obligations,  regardless of any law,  regulation or
order now or hereafter in effect in any jurisdiction affecting any of such terms
or the rights of Debtor with respect thereto. Guarantors hereby knowingly accept
the full range of risk  encompassed  within a contract of "continuing  guaranty"
which risk  includes  the  possibility  that  Debtor  will  contract  additional
indebtedness  for  which  Guarantors  may be  liable  hereunder  after  Debtor's
financial  condition  or ability to pay its lawful  debts when they fall due has
deteriorated,  whether or not  Debtor has  properly  authorized  incurring  such
additional   indebtedness.   The  undersigned   acknowledge  that  (i)  no  oral
representations, including any representations to extend credit or provide other
financial  accommodations  to  Debtor,  have been  made by Laurus to induce  the
undersigned  to enter into this Guaranty and (ii) any extension of credit to the
Debtor  shall  be  governed  solely  by the  provisions  of the  Documents.  The
liability of each of the  undersigned  under this Guaranty shall be absolute and
unconditional,  in accordance with its terms, and shall remain in full force and
effect  without  regard to, and shall not be  released,  suspended,  discharged,
terminated or otherwise affected by, any circumstance or occurrence  whatsoever,
including,  without limitation: (a) any waiver, indulgence,  renewal, extension,
amendment or modification  of or addition,  consent or supplement to or deletion
from or any other action or inaction under or in respect of the Documents or any
other instruments or agreements relating to the Obligations or any assignment or
transfer of any thereof,  (b) any lack of validity or enforceability of any Loan
Document  or  other  documents,   instruments  or  agreements  relating  to  the
Obligations or any assignment or transfer of any thereof,  (c) any furnishing of
any additional  security to Laurus or its assignees or any acceptance thereof or
any release of any security by Laurus or its  assignees,  (d) any  limitation on
any party's  liability or obligation under the Documents or any other documents,
instruments  or  agreements  relating to the  Obligations  or any  assignment or
transfer of any thereof or any  invalidity or  unenforceability,  in whole or in
part, of any such document, instrument or agreement or any term thereof, (e) any
bankruptcy, insolvency,  reorganization,  composition,  adjustment, dissolution,
liquidation  or other like  proceeding  relating to Debtor,  or any action taken
with respect to this  Guaranty by any trustee or receiver,  or by any court,  in
any such  proceeding,  whether  or not the  undersigned  shall  have  notice  or
knowledge of any of the foregoing, (f) any exchange, release or nonperfection of
any  collateral,  or any  release,  or  amendment  or  waiver of or  consent  to
departure  from any guaranty or security,  for all or any of the  Obligations or
(g) any other circumstance which might otherwise  constitute a defense available
to, or a discharge of, the undersigned.  Any amounts due from the undersigned to
Laurus  shall bear  interest  until such amounts are paid in full at the highest
rate then  applicable  to the  Obligations.  Obligations  include  post-petition
interest whether or not allowed or allowable.

      3. Waivers.

            (a) This  Guaranty is a guaranty  of payment and not of  collection.
      Laurus shall be under no obligation to institute suit,  exercise rights or
      remedies  or take any other  action  against  Debtor  or any other  person
      liable with respect to any of the  Obligations or

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      resort  to  any  collateral  security  held  by it to  secure  any  of the
      Obligations as a condition precedent to the undersigned being obligated to
      perform as agreed herein and each of the Guarantors  hereby waives any and
      all rights which it may have by statute or otherwise  which would  require
      Laurus to do any of the foregoing. Each of the Guarantors further consents
      and agrees that Laurus shall be under no  obligation to marshal any assets
      in favor of  Guarantors,  or  against  or in  payment of any or all of the
      Obligations. The undersigned hereby waives all suretyship defenses and any
      rights to interpose any defense,  counterclaim or offset of any nature and
      description  which the undersigned may have or which may exist between and
      among  Laurus,   Debtor  and/or  the  undersigned   with  respect  to  the
      undersigned's  obligations under this Guaranty, or which Debtor may assert
      on  the  underlying  debt,   including  but  not  limited  to  failure  of
      consideration, breach of warranty, fraud, payment (other than cash payment
      in full of the  Obligations),  statute  of  frauds,  bankruptcy,  infancy,
      statute of limitations, accord and satisfaction, and usury.

            (b)  Each  of the  undersigned  further  waives  (i)  notice  of the
      acceptance of this Guaranty, of the making of any such loans or extensions
      of  credit,  and of all  notices  and  demands  of any kind to  which  the
      undersigned  may be entitled,  including,  without  limitation,  notice of
      adverse change in Debtor's financial  condition or of any other fact which
      might materially increase the risk of the undersigned and (ii) presentment
      to or demand of payment  from  anyone  whomsoever  liable  upon any of the
      Obligations,  protest, notices of presentment,  non-payment or protest and
      notice of any sale of collateral security or any default of any sort.

            (c)  Notwithstanding any payment or payments made by the undersigned
      hereunder,  or any setoff or  application  of funds of the  undersigned by
      Laurus,  the undersigned  shall not be entitled to be subrogated to any of
      the rights of Laurus against Debtor or against any collateral or guarantee
      or right of offset held by Laurus for the payment of the Obligations,  nor
      shall the  undersigned  seek or be  entitled to seek any  contribution  or
      reimbursement  from Debtor in respect of payments made by the  undersigned
      hereunder,  until all amounts  owing to Laurus by Debtor on account of the
      Obligations are paid in full and the Documents have been  terminated.  If,
      notwithstanding the foregoing, any amount shall be paid to the undersigned
      on  account  of  such  subrogation  rights  at any  time  when  all of the
      Obligations  shall not have been paid in full and the Documents  shall not
      have been  terminated,  such amount  shall be held by the  undersigned  in
      trust for  Laurus,  segregated  from other funds of the  undersigned,  and
      shall  forthwith  upon,  and in any event within two (2) business days of,
      receipt  by the  undersigned,  be turned  over to Laurus in the exact form
      received by the  undersigned  (duly endorsed by the undersigned to Laurus,
      if required),  to be applied against the  Obligations,  whether matured or
      unmatured,  in  such  order  as  Laurus  may  determine,  subject  to  the
      provisions  of the  Documents.  Any and all present  and future  debts and
      obligations  of Debtor to any of the  undersigned  are  hereby  waived and
      postponed  in  favor  of,  and   subordinated  to  the  full  payment  and
      performance  of, all present and future debts and obligations of Debtor to
      Laurus.

      4. Security. All sums at any time to the credit of the undersigned and any
property of the  undersigned  in Laurus'  possession or in the possession of any
bank, financial institution or other entity that directly or indirectly, through
one or more  intermediaries,  controls or is  controlled  by, or is under common
control with, Laurus (each such entity, an "Affiliate")  shall be deemed held by
Laurus or such Affiliate, as the case may be, as security for any and all of the

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undersigned's  obligations  to Laurus and to any Affiliate of Laurus,  no matter
how or when arising and whether under this or any other instrument, agreement or
otherwise.  Notwithstanding  anything  to the  contrary  contained  herein,  the
security interest granted to Laurus shall be limited to goods (including but not
limited to equipment and expressly excluding inventory) of the undersigned.

      5. Representations and Warranties.  Each of the undersigned  respectively,
hereby   jointly  and   severally   represents   and  warrants   (all  of  which
representations   and  warranties   shall  survive  until  all  Obligations  are
indefeasibly   satisfied  in  full  and  the  Documents  have  been  irrevocably
terminated), that:

            (a)  Corporate  Status.   The  undersigned  is  a  corporation  duly
      organized,  validly  existing and in good  standing  under the laws of the
      state of incorporation indicated on the signature page hereof and has full
      power,  authority  and legal right to own its  property  and assets and to
      transact the business in which it is engaged.

            (b)  Authority  and  Execution.  The  undersigned  has  full  power,
      authority  and legal  right to execute  and  deliver,  and to perform  its
      obligations under, this Guaranty and has taken all necessary corporate and
      legal action to authorize the execution,  delivery and performance of this
      Guaranty.

            (c) Legal,  Valid and Binding Character.  This Guaranty  constitutes
      the legal, valid and binding obligation of the undersigned  enforceable in
      accordance  with its  terms,  except as  enforceability  may be limited by
      applicable  bankruptcy,  insolvency,  reorganization,  moratorium or other
      laws of general application affecting the enforcement of creditor's rights
      and  general  principles  of equity  that  restrict  the  availability  of
      equitable or legal remedies.

            (d)  Violations.  The  execution,  delivery and  performance of this
      Guaranty  will  not  violate  any  requirement  of law  applicable  to the
      undersigned or any material contract, agreement or instrument to which the
      undersigned is a party or by which the  undersigned or any property of the
      undersigned  is bound or  result  in the  creation  or  imposition  of any
      mortgage,  lien or other  encumbrance  other  than to Laurus on any of the
      property or assets of the undersigned pursuant to the provisions of any of
      the foregoing.

            (e) Consents or Approvals.  No consent of any other person or entity
      (including,  without  limitation,  any creditor of the undersigned) and no
      consent,  license,  permit,  approval or  authorization  of, exemption by,
      notice or report to, or  registration,  filing or  declaration  with,  any
      governmental  authority  is required  in  connection  with the  execution,
      delivery, performance, validity or enforceability of this Guaranty.

            (f)  Litigation.  No  litigation,   arbitration,   investigation  or
      administrative   proceeding   of  or  before  any  court,   arbitrator  or
      governmental  authority,  bureau or agency is currently pending or, to the
      best  knowledge of the  undersigned,  threatened  (i) with respect to this
      Guaranty or any of the transactions  contemplated by this Guaranty or (ii)
      against or affecting the undersigned,  or any of property or assets of the
      undersigned, which, if adversely determined, would have a material adverse
      effect on the  business,  operations,  assets or  condition,  financial or
      otherwise, of the undersigned.

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            (g)  Financial  Benefit.  Each of the  undersigned  has  derived  or
      expects to derive a financial or other advantage from each and every loan,
      advance  or  extension  of  credit  made  under  the  Documents  or  other
      Obligation incurred by Debtor to Laurus.

      6. Acceleration.

            (a) If any breach of any  covenant  or  condition  or other event of
      default shall occur and be continuing  under any agreement  made by Debtor
      or any of the  undersigned  to  Laurus,  or  either  Debtor  or any of the
      undersigned  should  at any  time  become  insolvent,  or  make a  general
      assignment,  or if a proceeding  in or under any  Insolvency  Law shall be
      filed or commenced by, or in respect of, any of the  undersigned,  or if a
      notice of any lien, levy, or assessment is filed of record with respect to
      any assets of any of the  undersigned  by the United  States of America or
      any department,  agency, or  instrumentality  thereof,  or if any taxes or
      debts owing at any time or times  hereafter  to any one of them  becomes a
      lien  or  encumbrance  upon  any  assets  of the  undersigned  in  Laurus'
      possession,  or  otherwise,  any and all  Obligations  shall for  purposes
      hereof,  at Laurus'  option,  be deemed  due and  payable  without  notice
      notwithstanding  that any such  Obligation  is not then due and payable by
      Debtor.

            (b) Each of the  undersigned  will  promptly  notify  Laurus  of any
      default by such undersigned in its respective performance or observance of
      any term or condition of any agreement to which the undersigned is a party
      if the  effect of such  default  is to cause,  or permit the holder of any
      obligation  under such agreement to cause,  such  obligation to become due
      prior to its stated  maturity and, if such an event  occurs,  Laurus shall
      have the right to accelerate such undersigned's obligations hereunder.

      7. Payments from Guarantors.  Laurus, in its sole and absolute discretion,
with  or  without  notice  to the  undersigned,  may  apply  on  account  of the
Obligations any payment from the undersigned or any other guarantors, or amounts
realized from any security for the Obligations,  or may deposit any and all such
amounts realized in a non-interest bearing cash collateral deposit account to be
maintained as security for the Obligations.

      8.  Costs.  The  undersigned  shall pay on  demand,  all  costs,  fees and
expenses  (including  expenses  for legal  services of every  kind)  relating or
incidental to the enforcement or protection of the rights of Laurus hereunder or
under any of the Obligations.

      9. No  Termination.  This is a continuing  irrevocable  guaranty and shall
remain in full force and effect and be binding upon the undersigned, and each of
the undersigned's successors and assigns, until all of the Obligations have been
paid in full and the Documents have been irrevocably  terminated.  If any of the
present  or future  Obligations  are  guarantied  by  persons,  partnerships  or
corporations in addition to the undersigned,  the death, release or discharge in
whole  or in  part  or the  bankruptcy,  merger,  consolidation,  incorporation,
liquidation  or dissolution of one or more of them shall not discharge or affect
the liabilities of any undersigned under this Guaranty.

      10. Recapture.  Anything in this Guaranty to the contrary notwithstanding,
if Laurus  receives  any  payment or  payments  on  account  of the  liabilities
guaranteed   hereby,   which  payment  or  payments  or  any  part  thereof  are
subsequently invalidated,  declared to be fraudulent or preferential,  set aside
and/or  required to be repaid to a trustee,  receiver,  or any other party under
any Insolvency Law, common law or equitable doctrine,  then to the extent of any
sum not

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finally  retained by Laurus,  the  undersigned's  obligations to Laurus shall be
reinstated  and this  Guaranty  shall  remain in full  force and  effect  (or be
reinstated) until payment shall have been made to Laurus, which payment shall be
due on demand.

      11. Books and Records. The books and records of Laurus showing the account
between  Laurus and Debtor  shall be  admissible  in  evidence  in any action or
proceeding,   shall  be  binding  upon  the   undersigned  for  the  purpose  of
establishing  the items therein set forth and shall constitute prima facie proof
thereof.

      12. No Waiver. No failure on the part of Laurus to exercise,  and no delay
in exercising,  any right,  remedy or power  hereunder shall operate as a waiver
thereof, nor shall any single or partial exercise by Laurus of any right, remedy
or power  hereunder  preclude  any other or future  exercise  of any other legal
right, remedy or power. Each and every right, remedy and power hereby granted to
Laurus or  allowed  it by law or other  agreement  shall be  cumulative  and not
exclusive of any other, and may be exercised by Laurus at any time and from time
to time.

      13. Waiver of Jury Trial.  EACH OF THE UNDERSIGNED DOES HEREBY  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY  WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR
PROCEEDING  BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED  HEREBY OR RELATING OR  INCIDENTAL  HERETO.  THE  UNDERSIGNED  DOES
HEREBY  CERTIFY  THAT NO  REPRESENTATIVE  OR AGENT OF  LAURUS  HAS  REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT LAURUS WOULD NOT, IN THE EVENT OF LITIGATION,  SEEK
TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

      14. Governing Law;  Jurisdiction;  Amendments.  THIS INSTRUMENT  CANNOT BE
CHANGED OR TERMINATED ORALLY,  AND SHALL BE GOVERNED,  CONSTRUED AND INTERPRETED
AS TO VALIDITY,  ENFORCEMENT  AND IN ALL OTHER  RESPECTS IN ACCORDANCE  WITH THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE UNDERSIGNED EXPRESSLY CONSENTS TO THE
JURISDICTION AND VENUE OF THE SUPREME COURT OF THE STATE OF NEW YORK,  COUNTY OF
NEW YORK, AND OF THE UNITED STATES  DISTRICT COURT FOR THE SOUTHERN  DISTRICT OF
NEW YORK FOR ALL PURPOSES IN CONNECTION HEREWITH. ANY JUDICIAL PROCEEDING BY THE
UNDERSIGNED AGAINST LAURUS INVOLVING, DIRECTLY OR INDIRECTLY ANY MATTER OR CLAIM
IN ANY WAY ARISING OUT OF,  RELATED TO OR  CONNECTED  HEREWITH  SHALL BE BROUGHT
ONLY IN THE  SUPREME  COURT OF THE STATE OF NEW YORK,  COUNTY OF NEW YORK OR THE
UNITED  STATES  DISTRICT  COURT  FOR THE  SOUTHERN  DISTRICT  OF NEW  YORK.  THE
UNDERSIGNED  FURTHER  CONSENTS  THAT ANY SUMMONS,  SUBPOENA OR OTHER  PROCESS OR
PAPERS (INCLUDING, WITHOUT LIMITATION, ANY NOTICE OR MOTION OR OTHER APPLICATION
TO EITHER OF THE  AFOREMENTIONED  COURTS OR A JUDGE  THEREOF)  OR ANY  NOTICE IN
CONNECTION  WITH ANY PROCEEDINGS  HEREUNDER,  MAY BE SERVED INSIDE OR OUTSIDE OF
THE STATE OF NEW YORK OR THE  SOUTHERN  DISTRICT  OF NEW YORK BY  REGISTERED  OR
CERTIFIED MAIL,  RETURN RECEIPT  REQUESTED,  OR BY PERSONAL  SERVICE  PROVIDED A
REASONABLE  TIME FOR APPEARANCE IS PERMITTED,  OR IN SUCH OTHER MANNER AS MAY BE
PERMISSIBLE UNDER THE RULES OF SAID COURTS.  EACH OF THE UNDERSIGNED  WAIVES ANY
OBJECTION TO JURISDICTION  AND VENUE OF ANY ACTION  INSTITUTED  HEREON AND SHALL
NOT  ASSERT ANY

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DEFENSE  BASED  ON LACK OF  JURISDICTION  OR  VENUE  OR  BASED  UPON  FORUM  NON
CONVENIENS.

      15. Severability. To the extent permitted by applicable law, any provision
of this Guaranty which is prohibited or unenforceable in any jurisdiction shall,
as to such  jurisdiction,  be ineffective  to the extent of such  prohibition or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

      16. Amendments,  Waivers.  No amendment or waiver of any provision of this
Guaranty nor consent to any departure by the undersigned  therefrom shall in any
event be effective  unless the same shall be in writing  executed by each of the
undersigned and Laurus.

      17. Notice. All notices,  requests and demands to or upon the undersigned,
shall be in writing and shall be deemed to have been duly given or made (a) when
delivered,  if by hand, (b) three (3) days after being sent, postage prepaid, if
by  registered  or certified  mail,  (c) when  confirmed  electronically,  if by
facsimile,  or (d) when delivered, if by a recognized overnight delivery service
in each event,  to the numbers and/or address set forth beneath the signature of
the undersigned.

      18.  Successors.  Laurus  may,  from time to time,  without  notice to the
undersigned,  sell, assign,  transfer or otherwise dispose of all or any part of
the  Obligations  and/or  rights  under  this  Guaranty.  Without  limiting  the
generality of the foregoing,  Laurus may assign, or grant participations to, one
or more banks,  financial  institutions or other entities all or any part of any
of the  Obligations.  In each such event,  Laurus,  its  Affiliates and each and
every immediate and successive purchaser,  assignee, transferee or holder of all
or any part of the Obligations shall have the right to enforce this Guaranty, by
legal action or  otherwise,  for its own benefit as fully as if such  purchaser,
assignee,  transferee  or holder  were  herein by name  specifically  given such
right.  Laurus shall have an  unimpaired  right to enforce this Guaranty for its
benefit  with respect to that  portion of the  Obligations  which Laurus has not
disposed of, sold, assigned, or otherwise transferred.

      19. Release.  Nothing except cash payment in full of the Obligations shall
release any of the undersigned from liability under this Guaranty.

                        [Remainder of this page is blank.
                       Signature page immediately follows]

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         IN WITNESS WHEREOF, this Guaranty has been executed by the undersigned
this __ day of April 26, 2003.

                                     NOLOGOC CORP.

                                     By:       _________________________________

                                     Name:     _________________________________

                                     Title:    _________________________________

                                     Address:

                                     Telephone:
                                     Facsimile:
                                     State of Incorporation:      New Jersey

                                               _________________________________

                                               _________________________________

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STATE OF _____________     )
                           ) SS
COUNTY OF ____________     )

      On  the  ____  day  of  February  ,  2004,   before  me  personally   came
___________________________________________  to me  known,  who being by me duly
sworn, did depose and say s/he is the ______________ of ___________________  the
corporation described in and which executed the foregoing  instrument;  and that
s/he signed  her/his  name  thereto by order of the board of  directors  of said
corporation.

                                    ____________________________________________

                                    ____________________________________________

                                                  Notary Public

                                    My Commission Expires:

                                                          ______________________

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