Exhibit 10.14


                                 AMENDMENT TO
                             STOCK PURCHASE PLAN
                           EFFECTIVE AUGUST 2, 1995

     NOW, THEREFORE, BE IT RESOLVED, that Articles IV, V and VI of the Stock 
Purchase Plan are hereby amended to be and read in their entirety as follows:

                                  ARTICLE IV

                                Participation

          Participation in the Plan shall be voluntary for Eligible Employees 
of a participating Company and for Non-Employee Directors of the Corporation 
who are employed, appointed or elected to serve prior to September 1, 1995.  
All non-employees who become directors of the Corporation on or after 
September 1, 1995 shall participate in the Plan.  Participation shall become 
effective with regard to each Non-Employee Director as of the date of such 
Non-Employee Director's appointment or election as a Director of the 
Corporation.

                                  ARTICLE V

                        Participants' Contributions

          Each Non-Employee Director who is a Participant in the Plan prior 
to September 1, 1995, shall continue to contribute an amount equal to that 
being contributed by such Non-Employee Director as of September 1, 1995.  
Each Non-Employee Director who becomes eligible to participate in the Plan on 
or after September 1, 1995 shall contribute to the Plan the full amount of 
all director's fees paid by the Corporation to such Non-Employee Director.  
No Non-Employee Director shall be permitted to revoke or otherwise modify his 
election to participate in the Plan.

                                  ARTICLE VI

                           Company's Contributions

          1.  In the case of Eligible Employees, each participating Company, 
on the Purchase Date of each month, during each year of the Plan, shall pay 
into the Plan, to be credited to the account of each Participant, an amount 
equal to 50% of the amount contributed by each Participant.

          In the case of Non-Employee Directors, the Corporation, on or 
before the Purchase Date following the date of the meeting of the Board of 
Directors (or a committee thereof) at which a Non-Employee Director is 
appointed or elected and for which directors' fees are paid, shall pay to the 
Plan, to be credited to the account of each such Non-Employee Director, an 
amount equal to 50% of the Directors' Fees contributed by such Non-Employee 
Director.  The percentage contribution by the Corporation shall not be 
subject to modification while the Plan is in effect.

          All taxes subject to being withheld which are payable with respect 
to the Company's contributions on behalf of Eligible Employees will be 
deducted from the balance of such Eligible Employee's salary or manager's 
compensation during the pay period in  which such contribution by the Company 
is made, and will not reduce the amount of the Company's contribution.

          2.  All contributions to the Plan by the Company are subject to 
existing laws, governmental orders and regulations, if any, applicable to 
wage increases.