Dear:

	The Board of Directors (the "Board") of The Montana Power Company and 
the Personnel Committee (the "Committee") of the Board have determined that 
it is in the best interests of the Company (as hereinafter defined) and its 
shareholders for the Company to enter into this agreement with you to pay 
you termination compensation in the event you should leave the employ of the 
Company under the circumstances described below.

	The Board and the Committee recognize the valuable services you render 
and want to assure your continued and active participation in the Company's 
business affairs.  They also realize that the possibility of a Change of 
Control (as hereafter defined) of the Company is unsettling to you and other 
senior executives of the Company.  Therefore, this agreement is being made 
to protect you against some of the possible consequences of a Change of 
Control and thereby to induce you to continue to serve the Company.  In 
particular, the Board and the Committee believe it important, should the 
Company receive proposals from third parties with respect to its future, to 
enable you, without being influenced by the uncertainties of your own 
situation, to contribute to the assessment of such proposals, to the end 
that the Board may be competently and objectively advised whether a proposal 
would be in the best interests of the Company, its shareholders, employees 
and customers, and the communities which it serves and to participate in 
such other actions regarding such proposals as the Board might determine to 
be appropriate.  The Board and the Committee also wish to demonstrate to 
executives of the Company that the Company is concerned with the welfare of 
its executives.

	1.	Cash Severance

	In view of the foregoing and in consideration of your agreement to 
remain employed with the Company, the Company will pay you as termination 
compensation a single sum amount, determined as provided below, in the event 
that within three years after a Change of Control of the Company your 
employment with the Company (i) is terminated by the Company during the Term 
(as defined below in section 6.3) (other than (a) for Cause (as hereafter 
defined) or (b) due to Disability or your death) or (ii) is terminated by 
you for Good Reason (as hereafter defined), such payment to be made within 
five (5) business days of the effective date of any such termination.  Your 
employment shall be deemed to have been terminated following a Change of 
Control by the Company without Cause or by you for Good Reason (a) if you 
reasonably demonstrate that your employment was terminated prior to a Change 
of Control without Cause (1) at the request of a Person who has entered into 
an agreement with the Company the consummation of which will constitute a 
Change of Control (or who has taken other steps reasonably calculated to 
effect a Change of Control) or (2) otherwise in connection with, as a result 
of or in anticipation of a Change of Control, or (b) if you terminate your 
employment for Good Reason prior to a Change of Control and you reasonably 
demonstrate that the circumstance(s) or events(s) which constitute such Good 
Reason occurred (1) at the request of such Person or (2) otherwise in 
connection with, as a result of or in anticipation of a Change of Control.  
Your right to terminate your employment for Good Reason shall not be 
affected by your incapacity due to physical or mental illness.  Your 
continued employment shall not constitute your consent to, or a waiver of 
your rights with respect to, any act or failure to act constituting Good 
Reason hereunder.  The single sum compensation so payable shall be equal to 
299.9% of the sum of (i) the highest annual rate of base salary paid or 
payable to you during the thirty-six (36) month period immediately preceding 
the month in which the Change of Control occurred, and (ii) the highest 
annual bonus paid or determined payable to you during such thirty-six (36) 
month period.

	2.	Other Severance.

	In addition, in the event your employment with the Company terminates 
as described in Section 1 above, within three years after a Change of 
Control of the Company:

	(a)	If you have any awards of Dividend Equivalents outstanding (a) 
at the date of termination of your employment any such awards will be 
accelerated and be payable to you as follows:

		(i)		Actual annual performance will be calculated to the 
end of the calendar year (s) prior to the date of 
termination of your employment;

		(ii)		Performance for the years remaining in an Award Period 
which end after the date of termination of your 
employment will be deemed to be sufficient such that 
100% of all the performance measures would have been 
achieved; and

		(iii)		Payout will be made no later than 60 days from the 
date of termination of employment by calculating the 
amount due using the above assumptions in the 
methodology prescribed in the Dividend Equivalent 
Award. 

	(b)	Your participation in and rights and benefits under the 
Retirement Plan for Employees of The Montana Power Company, any 
corresponding Plan of a subsidiary company or any other 
successor retirement or pension plan adopted by the Company 
("the Plan") shall be governed by the terms of the Plan; 
provided, however that you shall be paid, at the same time that 
benefit payments are distributed to you under the Plan, an 
additional supplemental retirement benefit in cash equal in 
amount to the excess (if any) of (i) the benefit payable to you 
under the Plan calculated, for this purpose only, (A) as if you 
had reached your Normal Retirement Date (as hereinafter defined) 
on your date of termination, (B) as if you had become a member 
of the Plan on or after January 1, 1985, all in accordance with 
the terms and provisions of the Plan (other than as modified 
herein) in existence on the date of any Change of Control or 
related Potential Change of Control, whichever would produce the 
highest benefit, and (C) assuming the benefit so determined, as 
modified under (A) and (B) of this clause, shall be first 
reduced by 4.545% for each year or fraction thereof by which you 
are younger than age 62, over (ii) your actual benefit under the 
Plan.

	(c)	To the extent the plans so provide, you shall be eligible to 
continue participation in the Company's life insurance plan, 
health plan, dental plan and disability plan and other welfare 
benefit plans, as each shall have been in effect immediately 
prior to any Potential Change of Control, for three years after 
the termination of your employment, provided, however, that in 
the event you are ineligible (or become ineligible) under the 
terms of any such plan to continue to so participate, the 
Company shall provide through other sources substantially 
equivalent benefits until the earlier of three years after 
termination or your Normal Retirement Date (it being understood 
that death benefits payable under the life insurance plan may 
continue to be paid beyond such three year period).  At the 
earlier of three years after termination or your Normal 
Retirement Date, the Company shall provide, at no cost to you, a 
permanent, fully paid life insurance policy in the amount of 
$5,000.

	3.	Special Reimbursement

	In the event that you become entitled to payments and/or benefits 
under this agreement, if any payment or benefits paid or payable, or 
received or to be received, by you or on your behalf in connection with a 
Change of Control or termination of your employment, whether any such 
payments or benefits are pursuant to the terms of this agreement or any 
other plan, arrangement or agreement with the Company, any of its 
subsidiaries, any Person, or otherwise(the "Total Payments") will or would 
be subject to the excise tax imposed by Section 4999 of the Code, or any 
successor or similar provision thereto (the "Excise Tax"), the Company shall 
pay to you an additional amount (the "Gross-Up Payment") such that the net 
amount retained by you, after deduction of any Excise Tax on the Total 
Payments and any federal, state and local income tax and Excise Tax upon the 
payments provided for in this Section 5, but before deduction for any 
federal, state or local income tax on the Total Payments, shall be equal to 
the Total Payments.

	3.1	For purposes of determining whether any of the Total Payments 
will be subject to the Excise Tax and the amount of such Excise Tax:

	(a)	the Total Payments shall be treated as "parachute payments" 
within the meaning of Section 280G(b)(2) of the Code, and all 
"excess parachute payments" within the meaning of Section 
280G(b)(1) of the Code shall be treated as subject to the Excise 
Tax, unless, in the opinion of tax counsel selected by the 
Company's independent auditors (and reasonably acceptable to 
you), such payments or benefits (in whole or in part) do not 
constitute parachute payments, or such excess parachute payments 
(in whole or in part) represent reasonable compensation for 
services actually rendered within the meaning of Section 
280G(b)(4)(B) of the Code or are otherwise not subject to the 
Excise Tax;

	(b)	the value of any non-cash benefits or any deferred payment or 
benefit shall be determined by the Company's independent 
auditors in accordance with the principles of Sections 
280G(d)(3) and (4) of the Code.

	3.2	For purposes of determining the amount of the Gross-Up Payment, 
you shall be deemed to pay federal income taxes at the highest marginal rate 
of federal income taxation for the calendar year in which the Gross-Up 
Payment is to be made and applicable state and local income taxes at the 
highest marginal rate of taxation for the calendar year in which the Gross-
Up Payment is to be made, net of the maximum reduction in federal income 
taxes which could be obtained from deduction of such state and local taxes. 
 In the event that the Excise Tax is subsequently determined to be less than 
the amount taken into account hereunder at the time the Gross-Up Payment is 
made, you shall repay to the Company, at the time that the amount of such 
reduction in Excise Tax is finally determined, the portion of the Gross-Up 
Payment attributable to such reduction plus interest on the amount of such 
repayment at the rate provided in Section 1274(b)(2)(B) of the Code.  In the 
event that the Excise Tax is determined to exceed the amount taken into 
account hereunder at the time the Gross-Up Payment is made (including by 
reason of any payment the existence or amount of which cannot be determined 
at the time of the Gross-Up Payment), the Company shall make an additional 
Gross-Up Payment in respect of such excess (plus any interest payable with 
respect to such excess at the rate provided above for repayments) at the 
time that the amount of such excess is finally determined.  You and the 
Company shall each reasonably cooperate with the other in connection with 
any administrative or judicial proceedings concerning the existence or 
amount of liability for Excise Tax with respect to any payments received by 
you from the Company or otherwise in connection with any Change of Control 
or termination of your employment.

	3.3	The Gross-Up Payment or portion thereof provided for above shall 
be paid not later than the thirtieth day following the date of your 
termination, provided, however, that if the amount of such Gross-Up Payment 
or portion thereof cannot be finally determined on or before such day, the 
Company shall pay to you on such day an estimate, as determined by the 
Company's independent auditors, of the minimum amount of such payments and 
shall pay the remainder of such payments (together with interest at the rate 
provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof 
can be determined, but in no event later than the forty-fifth day after the 
date of your termination. In the event that the amount of the estimated 
payments exceeds the amount subsequently determined to have been due, such 
excess shall constitute a loan by the Company to you, payable on the fifth 
day after demand by the Company (together with interest at the rate provided 
in Section 1274(b)(2)(B) of the Code).

	4.	Certain Definitions

	4.1	For purposes of this agreement, a "Change of Control" means and 
shall be deemed to occur if:

	(a)	the Shareholders of the Company approve the dissolution or 
liquidation of the Company; or 

	(b)	the Shareholders of the Company approve a reorganization, 
merger, or consolidation of the Company, other than a 
reorganization, merger or consolidation with respect to which 
all or substantially all of the individuals and entities who 
were "beneficial owners" (as defined below), immediately prior 
to such reorganization, merger or consolidation, of the combined 
voting power of the Company's then outstanding securities 
beneficially own, directly or indirectly, immediately after any 
such reorganization, merger or consolidation, more than eighty 
percent (80%) of the combined voting power of the securities of 
the corporation resulting from such reorganization, merger or 
consolidation in substantially the same proportions as their 
respective ownership, immediately prior to any such 
reorganization, merger or consolidation, of the combined voting 
power of the Company's securities; or 

	(c)	there occurs the sale, exchange, transfer, or other disposition 
of shares of stock of the Company (or shares of the stock of any 
Person (as hereafter defined) that is a shareholder of the 
Company) in one or more transactions, related or unrelated, to 
one or more Persons if, as a result of such transactions, any 
Person is or becomes the "beneficial owner" (as defined in Rule 
13d-3 under the Securities Exchange Act of 1934 (the "Exchange 
Act")), directly or indirectly, of securities of the Company 
(not including in the securities beneficially owned by such 
Person(s) any securities acquired directly from the Company) 
representing more than 20% of the combined voting power of the 
then outstanding stock of the Company; or

	(d)	there occurs any transaction which the Company is required to 
disclose pursuant to Item 1(a) of Form 8-K (as filed pursuant to 
Rule 13a-11 or Rule 15d-11 of the Exchange Act); or

	(e)	during any period of twenty-four (24) consecutive months (not 
including any period prior to December 31, 1995), individuals 
who constitute the Board at the beginning of such period(the 
"Incumbent Board") cease for any reason to constitute at least a 
majority thereof, provided that any individual becoming a 
director (other than a director designated by a Person who has 
entered into an agreement with the Company or an affiliate of 
the Company to effect a transaction described in clauses (a), 
(b), (c), (e), or (f) of this definition or any such individual 
whose initial assumption of office occurs as a result of either 
an actual or threatened election contest (as such terms are used 
in Rule 14a-11 of Regulation 14A promulgated under the Exchange 
Act) or other actual or threatened solicitations of proxies or 
consents) subsequent to the beginning of such period whose 
election, or nomination for election by the Company's 
shareholders, was approved by a vote of at least two-thirds of 
the directors then still in office and comprising the Incumbent 
Board at the beginning of such period or whose election or 
nomination for election was previously so approved (either by a 
specific vote or by approval of the proxy statement of the 
Company in which such individual is named as a nominee for 
director, without objection to such nomination) shall be 
considered as though such individual were a member of the 
Incumbent Board; or

	(f)	there occurs the sale of all or substantially all the assets of 
the Company; for purposes of this clause (f) the sale of 
subsidiaries or assets having a fair market value in excess of 
$100,000,000, shall be deemed conclusively to constitute a sale 
or other dispositions of substantially all the assets of the 
Company if (i) such assets constitute an entire line of business 
of the Company (such as, for example, coal mining, lignite 
mining or oil and gas) and (ii) if you are an employee of or 
your work substantially relates to the subsidiary or line of 
business which is sold; provided however, that a sale and 
leaseback of an asset in a financing transaction is not a sale 
hereunder. 

	Notwithstanding the foregoing, a Change of Control shall not include 
any event, circumstance or transaction which results from the action 
(excluding your employment activities with the Company or any of its 
subsidiaries) of any Person or group of Persons which includes, is directly 
affiliated with or is wholly or partly controlled by one or more executive 
officers of the Company and in which you actively participate.

	4.2	For purposes of this agreement, "Potential Change of Control" 
shall mean and be deemed to have occurred if:

		(i) 	the Company commences negotiations in respect of or enters 
into an agreement, the consummation of which would result in occurrence of a 
Change of Control;

		(ii)	the Company or any Person publicly announces an intention 
to take actions which, if consummated, would constitute a Change of Control; 
and/or

		(iii) any Person becomes the "beneficial owner" (as defined 
above), directly or indirectly, of securities of the Company representing 
ten percent (10%) or more of the combined voting power of the Company's then 
outstanding securities, or any Person increases such Person's beneficial 
ownership of such securities by five (5) percentage points or more over the 
percentage so owned by such Person on December 31, 1995.

	4.3	For the purposes of this agreement, unless the context requires 
otherwise, "Company" shall mean and include The Montana Power Company and 
any successor to its business and/or assets which assumes (either expressly, 
by operation of law or otherwise) and/or agrees to perform this agreement by 
operation of law or otherwise (except in determining whether or not any 
Change of Control has occurred in connection with such succession).

	4.4	For purposes of this agreement, "Person" shall mean and include 
any individual, corporation, partnership, group, association or other 
"person," as such term is used in Section 3(a) (9) of the Exchange Act, as 
modified and use in Sections 13(d) and 14(d) there of, other than (i) the 
Company, or any subsidiary of the Company, (ii) any trustee or other 
fiduciary holding securities under any employee benefit plan(s) sponsored by 
the Company or any such subsidiary (iii) an underwriter temporarily holding 
securities pursuant to an offering of such securities, or (iv) a corporation 
owned, directly or indirectly, by the stockholders of the Company in 
substantially the same character and proportions as their ownership of stock 
of the Company.

	4.5	For purposes of this agreement, "Normal Retirement Date" shall 
have the meaning set forth in the Plan.

	4.6	For purposes of this agreement, "Disability" shall mean and be 
deemed the reason for the termination by the Company of your employment, if, 
as a result of your incapacity due to physical or mental illness, (i) you 
shall have been absent from the full-time performance of your duties with 
the Company for a period of six (6) consecutive months, (ii) the Company 
gives you a notice of termination for Disability, and (iii) within thirty 30 
Days after such notice of termination is given, you do not return to the 
full-time performance of your duties.

	4.7	For purposes of this agreement, "Cause" shall mean (i) the 
willful and continued failure by you to perform substantially your duties 
with the Company (other than any such failure resulting from your incapacity 
due to physical or mental illness) after a demand for substantial 
performance is delivered to you by the Chairman of the Board or Chief 
Executive Officer or President of the Company which demand specifically 
identifies the manner in which such executive believes that you have not 
substantially performed your duties or (ii) the continued and willful 
engaging by you in conduct which is demonstrably and materially injurious to 
the Company and/or its subsidiaries, monetarily or otherwise; provided that 
no act, or failure to act, on your part shall be considered "willful" unless 
done, or omitted to be done, by you in bad faith and without reasonable 
belief that your action or omission was in, or not opposed to, the best 
interests of the Company.  Any act, or failure to act, based upon authority 
given pursuant to a resolution duly adopted by the Board or upon the 
instructions of the Company's Chief Executive Officer or other duly 
authorized senior officer of the Company or based upon the advice of counsel 
for the Company shall be conclusively presumed to be done, or omitted to be 
done, by you in good faith and in the best interest of the Company and its 
subsidiaries.  The cessation of your employment shall not be deemed to be 
for Cause unless and until there shall have been delivered to you a copy of 
a resolution duly adopted by the affirmative vote of not less than three-
quarters of the entire membership of the Board at a meeting of the Board 
called and held for such purpose (after reasonable notice of any such 
meeting is provided to you and you are given an opportunity, together with 
counsel, to be heard before the Board), finding that, in the good faith 
opinion of the Board, you are guilty of the conduct described in clause (i) 
or (ii) above, and specifying the particulars thereof in detail.

	4.8	For purposes of this agreement, "Good Reason" shall mean the 
occurrence (without your prior express written consent) of any of the 
following acts or failure to act:

	(a)	the assignment to you of any duties inconsistent with your 
positions, duties, responsibilities and status with the Company 
immediately prior to any Potential Change of Control, or an 
adverse and substantial change in your reporting 
responsibilities, titles, or offices or any removal of you from 
or any failure to re-elect you to any of such positions or 
offices, as you may hold immediately prior to any such Potential 
Change of Control, except in connection with the termination of 
your employment for disability, retirement or as a result of 
your death, or by you other than for Good Reason;

	(b)	the reduction by the Company in your rate of salary per annum as 
in effect immediately prior to any Potential Change of Control;

	(c)	a failure by the Company to continue in effect any retirement or 
benefit plan of the Company (including, but not limited to the 
Plan, the Deferred Savings and Employee Stock Ownership Plan, 
the Long-Term Incentive Plan, executive bonus plan, deferred 
compensation plan, supplemental or excess benefit plan, benefit 
restoration plan or similar plan of the Company) in which you 
are participating immediately prior to any Potential Change of 
Control, substantially in the form then in effect, unless an 
equitable arrangement (embodied in an ongoing substitute or 
alternative plan or arrangement) has been made with respect to 
such plan, or the failure by the Company or a subsidiary to 
continue your participation therein (or in such substitute or 
alternative plan or arrangement) on a basis not materially less 
favorable, both in terms of the amount of benefits provided and 
the level of your participation relative to other participants, 
as existed at the time of the Potential Change of Control;

	(d)	the failure by the Company to continue you and, if applicable, 
your family's participation in any life insurance plan, retiree 
or other medical plan, accident plan, hospitalization plan, 
health plan, dental plan, disability plan or other welfare 
benefit plan) in which you (or if applicable your family) are 
participating immediately prior to a Change of Control, or any 
successor to any such plans, at at least the same participation 
and benefit level to which you were entitled immediately prior 
to such Potential Change of Control, the taking of any action by 
the Company or a subsidiary which would directly or indirectly 
materially reduce any of such benefits or deprive you of any 
material fringe benefits enjoyed by you at the time of the 
Potential Change of Control, or the failure by the Company or a 
subsidiary to provide you with the number of paid vacation days 
to which you are entitled in accordance with the Company's or a 
subsidiary's normal vacation policy in effect at the time of the 
Potential Change of Control;

	(e)	the relocation of the office or place where you normally report 
for work to a location more than twenty (20) miles distant from 
the location where you normally reported for work immediately 
prior to the Potential Change of Control, except for required 
travel in respect of the Company's business to an extent 
substantially consistent with your business travel obligations 
as of the date of any Potential Change of Control;

	(f)	the failure by the Company to provide you with the number of 
paid vacation days to which you are entitled on the basis of 
your years of service with the Company in accordance with the 
Company's normal vacation policy as in effect immediately prior 
to any Potential Change of Control;

	(g)	the failure by the Company to obtain a satisfactory agreement 
from any successor to assume and agree to perform this 
agreement; and/or

	(h)	a termination by you for any reason during the thirty (30) day 
period immediately following the first anniversary of any Change 
of Control, unless your Normal Retirement Date will occur within 
six months of such anniversary.

	5.	Legal Fees.	If at any time you shall (i) institute legal 
proceedings to enforce any of the provisions of this agreement, and without 
regard to whether or not, as a result thereof, you become entitled to 
monetary or other relief from the Company (whether by way of judgment, 
settlement or otherwise), or (ii) become involved in any tax audit or 
proceeding to the extent attributable to the application of Section 4999 of 
the Code to any payment provided to you, the Company shall, in addition to 
paying or otherwise providing any such or other relief, reimburse you for 
all reasonable expenses incurred by you resulting from or in connection with 
such audit or proceedings, including (without limitation) your attorneys' 
fees and expenses, except in the case of (i) above if a court determines 
that your initiation of or legal position in such legal proceedings was 
frivolous or advanced in bad faith.  Any monetary relief to which you shall 
become entitled shall bear interest at the highest legal rate allowable from 
the date of termination of your employment.  The Company also agrees to 
reimburse you for all reasonable expenses, including (without limitation) 
your attorneys' fees and expenses , incurred by you in connection with 
litigation concerning this agreement instituted by third parties, whether on 
behalf of the Company or not.  The Company agrees that litigation concerning 
this agreement, whether instituted by you, the Company, or third parties, 
shall not be grounds for withholding payment to you of the termination 
compensation and other benefits provided for herein or elsewhere and such 
termination compensation and other benefits shall be paid to you 
notwithstanding such litigation. 

	6.	Miscellaneous.

	6.1	The termination compensation and other benefits provided herein 
are in lieu of, and not in addition to, compensation and benefits provided 
to other employees by The Montana Power Company Termination Benefits Upon 
Change of Control Policy.  The Company agrees that you are not required to 
seek other employment or to attempt in any way to reduce any amounts payable 
to you by the Company pursuant to this agreement.  Further, the amount of 
any payment or benefit provided for by this Agreement shall not be reduced 
by any compensation earned by you as the result of employment by another 
employer, by retirement benefits, or offset against any amount claimed to be 
owed by you to the Company or any of its subsidiaries, or otherwise.

	6.2	This agreement shall be binding upon and inure to the benefit of 
you and your estate and the Company and any successor of the Company.

	6.3	This agreement shall be effective on the date hereof and shall 
continue in effect through December 31, 1998; provided, however, that 
commencing on January 1, 1998 and each January 1 thereafter the term of this 
agreement shall be extended for additional one year periods unless, prior to 
June 30 of the preceding year you or the Company shall have given written 
notice to the other that this agreement shall not be so extended; provided, 
further, however, that if a Change of Control occurs during the initial 
term, or any extension term, of this agreement, the agreement shall continue 
in full force and effect for a period of not less than thirty-six (36) 
months beyond the month in which the Change of Control occurred (the 
"Term"). This binding severance agreement is not and should not be 
characterized as a contract of employment.

	6.4	Prior to a Change of Control, and except as otherwise provided 
herein, this agreement does not impose on the Company any obligation to 
change or not to change the status of your employment, or to change or not 
to change any policies or practices regarding conditions of employment or 
termination of employment.

	6.5	This agreement shall be governed by the laws of the state of 
Montana without regard to the principles of conflict of laws thereof.

	6.6	You shall hold in a fiduciary capacity for the benefit of the 
Company all secret or confidential information, knowledge or data relating 
to the Company or any of its affiliated companies, and their respective 
businesses, which shall have been obtained by you during your employment by 
the Company or any of its affiliated companies and which shall not be or 
become public knowledge (other than by direct or indirect acts by you in 
violation of this agreement).  After termination of your employment with the 
Company, you shall not, without the prior written consent of the Company or 
as may otherwise be required by law or legal process, communicate or divulge 
any such information, knowledge or data to anyone other than the Company and 
those designated by it.  In no event, however, shall an asserted violation 
of the provisions of this Section 6.6 constitute a basis for deferring or 
withholding any amounts otherwise payable to you under this agreement.

	If you are in agreement with the foregoing, please so indicate by 
signing and returning to the Company the enclosed copy of this letter, 
whereupon this letter shall constitute a binding agreement between you and 
the Company.

						Very truly yours,


						THE MONTANA POWER COMPANY


\s\Daniel T. Berube


						   Chairman of the Board
AGREED:

                           



Schedule to Exhibit 10 (a)(v)

Agreements entered into on January 1, 1996, with Daniel T. Berube, Robert P. 
Gannon, Jerrold P. Pederson, Arthur K. Neill, Richard F. Cromer, Michael E. 
Zimmerman, and Pamela K. Merrell.  All of these agreements are identical in 
material aspects.

Another agreement with Jack Haffey was entered into on October 3, 1996 and is 
an identical agreement as the above agreements, except that the agreement's 
definition of change of control, Section 4.1 (f) includes only a sale of all 
or substantially all of the assets of the Company, where as the other 
agreements include sales of portions of the business as well as the sale of 
all or substantially all of the Company's assets.

									Exhibit  10(a)(v)

						January 1, 1996

 



 

 




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