Date: ____________________



THE SIGNATURE BELOW CONSTITUTES AGREEMENT of the officer or shareholder/employee to fully reimburse _____________________________ (hereinafter referred to as the Company) for any and all expenses that are determined by the Internal Revenue Service not to constitute a deductible business expense pursuant to the Internal Revenue Code of 1986, as amended.


The amount to be repaid shall be an amount equal to that which is disallowed by the Internal Revenue Service, upon a final determination of such disallowance.