NCRIC GROUP INC
<DOCUMENT>
<TYPE>EX-10.9
<SEQUENCE>2
<FILENAME>0002.txt
<TEXT>



Exhibit 10.9


                              EMPLOYMENT AGREEMENT

         THIS AGREEMENT ("Agreement") is made and entered into as of the 1st day
of December,  2000,  by and between NCRIC Group,  Inc.  ("Group"),  NCRIC,  Inc.
("NCRIC") and Stephen S. Fargis ("Executive").

                                    Recitals:

         A. Group desires to retain  Executive as its Senior Vice  President and
Chief Operating  Officer,  and NCRIC desires to retain Executive as President of
NCRIC MSO, Inc. ("MSO"), on the terms and conditions hereinafter set forth; and

         B.  Executive  desires to continue  such  employment,  on the terms and
conditions hereinafter set forth.

         NOW,  THEREFORE,  in  consideration  of the  promises  and  the  mutual
covenants set forth herein, the parties hereto agree as follows:

         1.  Employment.  NCRIC and Group each hereby agree that Executive shall
continue  to be  employed  for a term of three (3)  years  from the date of this
Agreement as: Senior Vice President and Chief Operating Officer of Group, and as
President  of MSO,  under the  conditions  hereinafter  specified.  During  said
period,  Executive also agrees to serve, if elected,  as an officer and director
of any  subsidiary  or  affiliate  of Group.  Failure  to reelect  Executive  as
President and Chief  Operating  Officer of Group and as President of MSO without
the consent of the Executive  during the term of this Agreement shall constitute
a  Termination  Without  Cause.  Executive  accepts  this  employment  under the
conditions hereinafter specified and agrees to devote his best efforts, energies
and abilities to the service of NCRIC and Group on a full-time basis.

         2. Duties.

         (a) Executive shall serve as President and Chief  Operating  Officer of
Group  and  as  President  of MSO  and  in  such  other  commensurate  executive
capacities  with NCRIC and Group,  and/or any one or more affiliates of Group or
NCRIC (collectively,  the "Affiliated  Companies) as he may from time to time be
assigned by the Board of  Directors.  Executive  shall perform all of his duties
diligently and faithfully.  However,  it is understood and agreed that Executive
shall not  receive  compensation  beyond  that  specified  herein  for  services
provided to the Affiliated Companies.

         (b)  Executive  shall at all times  devote  his  entire  working  time,
attention,  energies,  efforts and skills to the  business of Group and MSO, and
shall  not,  directly  or  indirectly,  engage in any other  business  activity,
whether or not for  profit,  gain or other
<PAGE>

pecuniary   advantages,   without  the  express  written  permission  of  Group.
Notwithstanding the foregoing,  Executive may serve on the board of directors of
any non-competing company and receive compensation therefore provided he obtains
the advance written approval of Group, which shall not be unreasonably withheld,
and provided that any such service does not adversely  affect his performance of
his duties for NCRIC or Group (it being  understood  that  membership in social,
religious,  charitable or similar  organizations does not require Board approval
pursuant to this Section 2(b)).  Group acknowledges that Executive is serving on
the boards of directors of the  companies  listed on Exhibit 2B attached  hereto
and hereby grants its approval to such service.  Executive  will not be required
to  account  to NCRIC or Group  for any  compensation  he may  receive  for such
approved service on the board of directors of a non-competing  company, and such
compensation shall not diminish in any way the compensation or benefits to which
he is entitled under this Agreement.

         3.  Compensation.  NCRIC shall pay Executive basic  compensation of One
Hundred Seventy Thousand Dollars ($170,000) per year ("Base Salary").  Such Base
Salary shall be payable  biweekly (or in such other  frequency as employees  are
paid).  During the period of this  Agreement,  Executive's  Base Salary shall be
reviewed  at least  annually;  the first such  review will be made no later than
January 31, 2002.  The Board may increase,  but not decrease,  Executive's  Base
Salary (any  increase in Base Salary shall become the "Base Salary" for purposes
of this  Agreement).  Any incentive  compensation  that may be paid to Executive
from time to time shall have no impact upon the Base Salary.

         4. Benefits.

         a. Retirement  and/or Pension  Plan(s).  Executive shall be entitled to
participate  in any  retirement  and/or  pension  plan(s)  offered to NCRIC's or
Group's  senior  executives  and/or  key  management  employees  as a  group  in
accordance with the terms of such plan(s), as they may be modified at NCRIC's or
Group's discretion from time to time.

         b. Automobile  Allowance.  Executive shall be entitled to an automobile
of the  Executive's  reasonable  selection  to be used by Executive in rendering
services to the NCRIC and Group,  together with  reimbursement for all gas, oil,
maintenance,  insurance  and repairs  required by reason of the  business use of
such  vehicle.  Executive  also shall  comply  with all  reporting  requirements
established by NCRIC regarding the use of such automobile.

         c.  Health  and  Medical  Insurance.  Executive  shall be  entitled  to
participate  in any  health and  medical  insurance  plan(s)  offered to NCRIC's
senior executives and/or key management  employees as a group in accordance with
the terms of such plan(s),  as they may be modified in their  application to all
employees at NCRIC's discretion from time to time.


<PAGE>


         d. Paid Sick  Leave.  Executive  shall  accrue one (1) day of paid sick
leave per month,  up to a maximum  of sixty  (60) days (or such other  number of
days as provided in the standard  sick leave policy of NCRIC) of paid sick leave
at any given time. All accrued,  but unused,  paid sick leave shall be forfeited
upon termination of employment.

         e. Paid  Vacation.  Executive  shall accrue four weeks of paid vacation
during each calendar year;  however,  in no event shall  Executive use more than
three weeks at any one time. Accrued, but unused, paid vacation in excess of ten
days shall expire on December 31st of the year in which it accrues. Accrued, but
unused,  paid  vacation  may be  carried  over  from  one  year  to the  next in
accordance  with the  policy  in effect  for NCRIC  employees  in  general.  All
accrued,  but unused,  paid vacation is forfeited upon termination of employment
by either party; provided, however, that if Executive provides advance notice of
his intent to terminate his  employment in accordance  with  paragraph 7 of this
Agreement,  NCRIC  shall  pay him  for  all of his  accrued,  but  unused,  paid
vacation, less standard withholdings and deductions.

         f. Life Insurance.  NCRIC shall procure a term life insurance policy in
a face amount of no less than twice the amount of Executive's Base Salary (as in
effect on the date  hereof)  provided  that  Executive  is insurable at standard
rates. Executive shall be entitled to designate the beneficiary or beneficiaries
of such  policy in his sole  discretion.  In the  event  that  Executive  is not
insurable  at standard  rates,  and desires to be  insured,  Executive  shall be
responsible  for  payment of any  premiums  or amounts  charged in excess of the
standard rates for such insurance.

         g. Disability Insurance.  Executive shall be entitled to participate in
any  disability  income  insurance  policy (both long and short term) offered to
NCRIC's  senior  executives  and/or  key  management  employees  as a  group  in
accordance  with the  terms of such  policies(s),  as they  may be  modified  at
NCRIC's discretion from time to time. NCRIC's disability income insurance policy
provides  for payments to covered  employees  commencing  after an  "elimination
period" of ninety (90) days.  If, and when,  Executive  should  begin to receive
monthly  disability  payments  under  the  terms of  NCRIC's  disability  income
insurance  policy  then  in  force  NCRIC  agrees  to  supplement  said  monthly
disability payments by paying to Executive the difference between such sums paid
by the disability  insurer and  Executive's  Base Salary for a maximum period of
twelve (12) consecutive months. Following expiration of said twelve (12) months,
the coverage and provisions of NCRIC's  disability income insurance policy shall
constitute  the entire wage  continuation  plan provided in this  Agreement and,
except for the  payment of the  premiums  on such  policy,  NCRIC  shall have no
further liability to Executive for wage  continuation.  It is further understood
that Executive's  employment with NCRIC and Group shall be terminated  following
twelve (12)  consecutive  months of  disability  (being  unable to carry out the
normal functions and requirements of his position with NCRIC)  regardless of how
and when the  aforementioned  disability income payments from NCRIC's disability
income insurance policy may be paid or due to Executive.


<PAGE>

         5. Expenses.

         a. Business Expenses.  NCRIC and/or Group shall reimburse Executive for
ordinary,  necessary and  reasonable  business  expenses  incurred by him in the
discharge of his duties hereunder,  including but not limited to travel, lodging
and   entertainment   expenses,   provided   Executive   furnishes   appropriate
documentation  for such expenses and that said  expenses are in accordance  with
the  company's  then   prevailing   policies  and   procedures   regarding  said
expenditures.

         b.  Continuing  Education  Expenses.  NCRIC shall pay the  ordinary and
necessary  costs  associated  with  continuing  education  classes or continuing
education programs Executive  participates in which are related to the company's
business interests,  provided Executive furnishes  appropriate  documentation to
NCRIC for such costs and gives the Chief Executive  Officer of NCRIC  reasonable
notice of any expenditures for continuing education. All such expenses in excess
of One Thousand Dollars ($1,000) must be approved by the Chief Executive Officer
in advance.

         c.  Country  Club  Dues.  NCRIC  shall pay up to Twenty  Five  Thousand
Dollars  ($25,000) in initiation fees and up to $3,300 in annual membership dues
as reimbursement for Executive's membership in one country club. NCRIC shall not
pay or reimburse  Executive for any  non-mandatory  costs  associated  with such
membership, including but not limited to food, beverage and entertainment costs,
greens  fees,  and  court  fees,  unless  Executive  is  otherwise  entitled  to
reimbursement of such costs pursuant to paragraph 5(a) of this Agreement.

         d. Professional  Dues. NCRIC agrees to pay the Executive's  annual dues
to  the  American  College  of  Healthcare   Executives  (the  "ACHE")  and  the
President's Circle of ACHE.

         e. Effect of Termination of Employment. All payment or reimbursement of
expenses authorized by Section 5 hereof shall cease upon Executive's termination
of  employment  regardless  of cause  for said  termination,  provided  that any
expenses incurred by Executive prior to termination shall be reimbursed.


<PAGE>

         6. Termination of Employment by NCRIC.

         a.  Termination  for Cause.  The  employment  of  Executive  under this
Agreement,  may be  terminated  for  "cause"  by NCRIC  and Group at any time by
action  of the Board  upon the  occurrence  of any one or more of the  following
events:

                  (i) Executive's fraud, dishonesty, gross negligence or willful
                  misconduct  in  the  performance  of  his  duties   hereunder,
                  including  willful  failure  to  perform  such  duties  as may
                  properly be assigned him hereunder; or

                  (ii)  Executive's  material  breach of any  provision  of this
                  Agreement,

and  Executive  shall  be  notified  in  writing  of  such  termination,   which
notification  shall specify the grounds cited by the Board for such  termination
for cause. Any termination by reason of the foregoing shall not be in limitation
of any right or remedy  which  NCRIC or Group may have under this  Agreement  or
otherwise.

         Should  Executive  dispute whether "cause" existed for his termination,
he shall notify NCRIC and Group of his dispute in writing  within  fourteen days
of the  receipt of the notice of  termination,  and the parties  shall  promptly
proceed to arbitration in accordance with paragraph 16 of this Agreement.  NCRIC
shall continue to pay the Executive his Base Salary,  and other compensation and
benefits in effect  immediately  prior to the  termination.  If it is determined
that termination was for cause, Executive shall return all cash amounts to NCRIC
promptly  following  the  date  of  resolution  by  arbitration,  with  interest
commencing as of the date of the  resolution of the dispute by  arbitration  (at
the prime rate as published in the Wall Street  Journal from time to time).  Any
cash  amounts  paid to  Executive  pending  the  resolution  of the  dispute  by
arbitration shall offset any amounts due Executive under paragraph (b) below.

         b. Termination Without Cause.

         (i) NCRIC and Group may terminate Executive's  employment without cause
and at any time.  Executive shall be notified in writing of such  termination on
or prior to the effective date of such termination.

         (ii)  If  Executive's  employment  is  terminated  without  cause,  and
Executive  waives all claims against Group,  NCRIC and the Affiliated  Companies
relating  to or  arising  out  of  his  employment  or  the  termination  of his
employment by executing a general release of such claims in the form attached to
the Agreement, Executive shall


<PAGE>

receive,  as severance  pay, an amount equal to two times the Base Salary,  plus
accrued vacation. Such amount shall represent agreed-upon liquidated damages for
any loss, cost, expense or damages suffered as a result of such termination,  as
well as  consideration  for  Executive's  execution of a General  Release of all
claims against NCRIC and the Affiliated  Companies.  NCRIC shall pay such amount
to Executive in a lump sum on the effective date of termination.

         (iii) If a "Change of Control" of Group's or NCRIC's  business  occurs,
Executive may elect, in writing within three months of the  effectiveness of the
Change in  Control,  to deem his  employment  terminated  without  cause for the
purposes  of this  paragraph.  Executive  shall  notify  Group,  NCRIC  or their
successor of his election.  "Change of Control" shall be deemed to have occurred
if: (1) Group or NCRIC merges with or consolidates  with, or sells,  leases,  or
otherwise  transfers all or  substantially  all of its assets to another  entity
(which for the purpose of this  agreement  shall include the sale or transfer of
fifty percent or more of the ownership of NCRIC or Group,  but only if such sale
shall be made to an entity not  affiliated  with  Group).  However,  in no event
shall it be deemed a "change of control"  solely because NCRIC, A Mutual Holding
Company, changes its business form by converting to a stock company.

         7. Termination of Employment By Executive.

         Executive may voluntarily terminate his employment with NCRIC and Group
provided  that he  gives  NCRIC  and  Group  sixty  days  prior  notice  of such
termination or pays NCRIC  liquidated  damages equal to the amount of two months
of Base Salary (Base  Salary  divided by twelve,  times two).  It is agreed that
such liquidated  damages are to compensate  NCRIC and Group for injury by reason
of Executive's  termination  of his  employment  and not as a penalty,  it being
impossible to ascertain or estimate the entire or exact cost,  damages or injury
that NCRIC and Group may sustain by reason of such termination.  Executive shall
have the right to terminate his  employment  hereunder  without paying NCRIC and
Group  liquidated  damages  and  without  in any  way  affecting  his  right  to
compensation  or  reimbursement  (including,  but not  limited  to, the right to
receive  severance  payments  set forth in this  Agreement),  or any other right
under this  Agreement,  if NCRIC or Group commits a material breach of the terms
and conditions of this Agreement and such breach is not cured within thirty (30)
days of NCRIC or Group  receiving  written notice of such breach from Executive.
Such termination shall be deemed a termination  without cause under Section 6 of
this Agreement.

         8. Protection of Group and NCRIC

         a. Confidential Information.  Executive shall not at any time during or
after his  employment  with NCRIC and Group  directly  or  indirectly  disclose,
discuss,  divulge,  copy or otherwise suffer confidential  information of Group,
NCRIC  or the  Affiliated  Companies  to be  used,  except  as  required  by the
performance  of his  duties  hereunder.  For the  purposes  of  this  Agreement,
"confidential  information" shall mean all information disclosed to Executive by



<PAGE>

Group, NCRIC or the Affiliated Companies, or known by him as a consequence of or
through  his  employment  with Group and NCRIC,  where such  information  is not
generally known in the trade or industry,  and where such information  refers or
relates in any manner whatsoever to the business activities, processes, services
or  products  of Group,  NCRIC or the  Affiliated  Companies.  Such  information
includes,  but is not  limited  to,  business  and  development  plans  (whether
contemplated,  initiated or completed),  development  sites,  business contacts,
customer lists,  actuarial  tables,  loss data,  marketing  information,  policy
forms,  contracts,  research  of any kind,  methods  of  operation,  results  of
analysis,  business  forecasts,  financial data,  costs,  revenues,  and similar
information.  Upon  termination of this Agreement,  Executive shall  immediately
return to Group and NCRIC all of its property, and all copies thereof, including
without  limitation  all  confidential  information  which has been  reduced  to
tangible form, in his possession, custody or control.

         b. Covenant Not to Compete.  Executive agrees that he shall not, during
his  employment  and for a period  of one (1) year  after  the date on which the
termination of Executive's employment (other than following a change in control)
is effective or the dispute relating  thereto is resolved  (whichever is later),
directly  or  indirectly,  either  as an  officer,  director,  employee,  agent,
adviser,  consultant,  principal,  stockholder,  partner,  owner  or in an other
capacity,  on his own behalf or otherwise,  in any way engage in, represent,  be
connected with or have a financial interest in, any other insurance company,  or
any corporation, firm, association, or other business entity which is, or to the
best of  Executive's  knowledge,  is about  to  become,  engaged  in the same or
similar  business as Group,  NCRIC or any of their affiliates or which otherwise
competes with or is about to compete with Group,  NCRIC or any of its affiliates
in the  District  of  Columbia of any states  where  Group,  NCRIC or any of its
Affiliated  Companies  may  operate  or are  licensed  to  operate.  Executive's
ownership of not more than one percent (1%) of the stock of any publicly  traded
corporation  shall not be deemed a violation of this covenant.  Executive agrees
that the  restrictions  imposed upon him by the provisions of this paragraph are
fair and reasonable  considering the nature of Group's and NCRIC's business, and
are


<PAGE>


reasonably  required  for the  protection  of Group and  NCRIC.  For a period of
twelve months from the effective date of the termination  Executive's employment
hereunder,  Executive  will not solicit the  employment  of any of then  current
officers or employees of Group or any  affiliate.  The term  "solicit to employ"
shall  not  be  deemed  to  include  general  solicitations  of  employment  not
specifically directed towards employees of either of the parties.

         c.   Remedies   and   Acknowledgment   of   Reasonableness.   Executive
acknowledges that compliance with this paragraph is necessary for the protection
of the goodwill and other  proprietary  interests of NCRIC and Group,  and that,
after  carefully  considering  the extent of the  restrictions  upon him and the
rights and  remedies  conferred  upon NCRIC under this  paragraph,  the same are
reasonable in time and territory,  are designed to eliminate  competition  which
otherwise  would be  unfair to  NCRIC,  do not  stifle  the  inherent  skill and
experience of Executive, would not operate as a bar to Executive's sole means of
support, are fully required to protect the legitimate interests of NCRIC, and do
not confer a benefit upon NCRIC disproportionate to the detriment to Executive.

         Executive further acknowledges and agrees that in the event of a breach
of this paragraph,  neither Group nor NCRIC would not have an adequate remedy at
law  because  the  damages  flowing  from  such  breach  would  not  be  readily
susceptible  of  measurement in monetary terms and that Group and NCRIC shall be
entitled to injunctive  relief and may obtain a temporary order  restraining any
threatened  breach or future breach in addition to any other  remedies which may
be  available  at law or equity.  Nothing in this  paragraph  shall be deemed to
limit Group's or NCRIC's  remedies at law or in equity for breach of this or any
other paragraph of this Agreement.

         9. Death or Incapacitation. In the event that Executive dies or, due to
a  physical  or mental  impairment,  becomes  unable to  perform  the  essential
functions  of his  position  with  or  without  reasonable  accommodation,  this
Agreement  shall be deemed  terminated and Executive or his estate,  as the case
may be,  shall be  entitled  to no  further  salary,  compensation  or  benefits
hereunder, except (i) any unpaid salary, incentive payments and vacation accrued
and earned by Executive up to and  including the date of such  termination,  and
(ii) any disability,  life insurance or other benefits to which Executive or-his
estate may be entitled on the date of such  termination  in accordance  with the
terms and conditions of any applicable  benefit plan(s) as set forth in official
plan documents.


<PAGE>

         10.  Assignment.  This  Agreement is a personal  service  agreement and
neither  party  shall have the right to assign this  Agreement  or any rights or
obligations hereunder without the prior written consent of the other party.

          11. Notices.  All notices required or permitted  hereunder shall be in
writing and shall be deemed  properly  given if delivered  personally or sent by
certified or registered mail,  postage  prepaid,  return receipt  requested.  If
mailed to Group or NCRIC, such notices shall be sent to their principal place of
business,  attention: Chief Executive Officer, or at such other address as NCRIC
or Group  may  hereafter  designate  in  writing  to  Executive.  If  mailed  to
Executive, such notices shall be addressed to him at his home address last known
on the records of Group and NCRIC,  or at such other  address as  Executive  may
hereafter designate in writing to Group and NCRIC.

         12.  Successors  Bound.  This  Agreement  shall  bind and  inure to the
benefit  of  the   parties   hereto  and  their   respective   heirs,   personal
representatives, estates and permitted successors and assigns.

         13.  Waiver.  No  provision  hereof may be waived,  except by a written
instrument  signed  by the  party  against  whom  such  waiver  is  sought to be
enforced. The failure or waiver of either party hereto at any time, or from time
to time,  to  require  performance  by the  other  party of such  other  party's
obligation  hereunder,  shall not deprive that party of the right to insist upon
strict  adherence to such  obligation at any subsequent  time. Each party hereto
agrees that any waiver of its rights arising out of any breach of this Agreement
by the other party shall not be construed as a waiver of any subsequent breach.

         14. Amendment. No provision hereof may be altered or amended, except by
a written  instrument  signed  by the party  against  whom  such  alteration  or
amendment is to be enforced.

         15.  Governing Law. The parties agree that this Agreement  shall in all
respects be construed,  interpreted and enforced in accordance with and governed
by the laws of the District of Columbia,  without  regard to the  principles  of
conflict of laws thereof.

          16.  Arbitration.  Whenever a  "dispute"  arises  between  the parties
concerning  this  Agreement  (other  than a dispute  arising  under  paragraph 8
hereof) or their  employment  relationship,  including  without  limitation  the
termination  thereof,


<PAGE>


the  parties  shall use their best  efforts to resolve the  "dispute"  by mutual
agreement.  If such a "dispute" cannot be so resolved,  it shall be submitted to
final and binding  arbitration  to the exclusion of all other avenues of relief.
For the purposes of this paragraph,  the term "dispute" means all  controversies
or claims relating to terms,  conditions or privileges of employment,  including
without  limitation claims for breach of contract,  discrimination,  harassment,
wrongful  discharge,  misrepresentation,  defamation,  emotional distress or any
other personal injury,  but excluding  claims for  unemployment  compensation or
worker's  compensation.  The dispute shall be submitted to the Washington,  D.C.
office of the  American  Arbitration  Association  ("AAA")  and  adjudicated  in
accordance  with AAA's  Rules for  Commercial  Arbitration  then in effect.  The
decision of the Arbitrator must be in writing and shall be final-and  binding on
the parties,  and judgment may be entered on the arbitrator's award in any court
having  jurisdiction  thereof.  The expenses of the  arbitration  shall be borne
equally by the parties,  and each party shall be responsible  for his or its own
costs and attorneys' fees; provided, that the Executive shall not be responsible
for  the  cost  of  arbitration  if  he  is  successful  in  whole  or  part  in
arbitration..  The  Arbitrator  shall be deemed to  possess  the powers to issue
mandatory  orders and restraining  orders in connection  with such  arbitration;
provided,  however,  that nothing in this paragraph  shall be construed so as to
deny NCRIC or Group the right and power to seek and obtain  injunctive relief in
a court of equity for any breach or threatened breach by Executive of any of the
provisions  contained in paragraph 8 of this  Agreement.  This  paragraph  shall
survive the termination of this Agreement.

         17.  Severability.  In the event that any  provision of this  Agreement
conflicts with the law under which this Agreement is to be construed,  or if any
such  provision  is  held  invalid  or  unenforceable  by a court  of  competent
jurisdiction  or an  arbitrator,  such  provision  shall be  deleted  from  this
Agreement  and the  Agreement  shall be  construed  to give  full  effect to the
remaining provisions thereof.

         18.  Headings  and  Captions.   The  paragraph  headings  and  captions
contained in this Agreement are for convenience  only and shall not be construed
to define, limit or affect the scope or meaning of the provisions hereof.

         19. Entire Agreement. This Agreement contains and represents the entire
agreement of the parties and supersedes all prior agreements, representations or
understandings,  oral or written, express or implied with respect to the subject
matter  hereof.  This Agreement may not be modified or amended in any way unless
in a writing signed by both Executive and the Chief  Executive  Officer of NCRIC
and Group.  No  representation,  promise or  inducement  has been made by either
party


<PAGE>

hereto that is not embodied in this Agreement,  and neither party shall be bound
or liable for any alleged representation, promise or inducement not specifically
set forth herein.

         IN WITNESS WHEREOF, the parties have executed this Employment Agreement
on the date and year first written above.

                                    NCRIC, Inc.

                                    By: /s/ R. Ray Pate, Jr.
                                        -------------------------------------
                                        R. Ray Pate, Jr.
                                        President and Chief Executive Officer


                                    NCRIC Group, Inc.

                                    By: /s/ R. Ray Pate, Jr.
                                        -------------------------------------
                                        R. Ray Pate, Jr.
                                        President and Chief Executive Officer


                                    Executive

                                    /s/ Stephen S. Fargis
                                    ---------------------------
                                    Stephen S. Fargis




</TEXT>
</DOCUMENT>
