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                                  EXHIBIT "A"


1.   Responsible to the Board of Directors for profitable long-term management
     of the business.

2.   Developing, and with the Board of Directors approval, implement both annual
     and long-range business plans and organizational policies.

3.   Responsible for directing operations, accounting and control functions,
     marketing, and within guidelines established by the Board of Directors,
     managing capital investment and the administration of broad corporation
     strategy.

4.   Exercising due care and loyalty towards the corporation and its
     shareholders while conducting activities in the ordinary course of
     business.

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