ACKNOWLEDGED RESIGNATION

                                   Date: _

To: _

_:

     Please be advised that the undersigned hereby resigns as
_, of the corporation effective upon acceptance.
     Please acknowledge acceptance of said resignation on
behalf of the corporation.

                                   Very truly,

                                   _______________________________

     The foregoing has been accepted pursuant to vote of the directors/stockholders of the corporation effective _, 19_.

                                   _______________________________
                                   For the corporation