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Unemployment Insurance
                              make the decision to contribute additional funds within 30 days of the
                              date when a state mails its notice of contribution rates to the company.
                              The decision to pay additional funds to the state should be based on a
                              cost-benefit analysis of the amount of funding required to reduce the

                              contribution rate versus the reduced amount of required contributions
                              that will be gained in the next calendar year by doing so.


                              State Disability Tax
                              A few states maintain disability insurance funds, from which payments
                              are made to employees who are unable to work due to illness or injury.

                              This tax is sometimes a joint payment by both employees and employers;
                              in other cases it is borne solely by employees. Exhibit 10.6 shows the
                              range of employer tax rates, employee withholding rates, taxable wage
                              limits, and employee coverages for each state where a disability fund
                              is used.

                                     EXHIBIT 10.6

                                      Specifics of State Disability Funds


                                                         Employee  Taxable
                                               Employer  Withholding  Wage
                                     State      Tax Rate   Rate    Limit        Coverage
                                  California     (1)      0.9%    $46,327  Any company with 1+
                                                                          employees in the current
                                                                          or immediately preceding
                                                                          year and that paid $100+
                                                                          in wages in any quarter
                                 Hawaii          (2)       (3)    $33,316  Any company with 1+
                                                                          employees in current
                                                                          year
                                 New Jersey   0.1%–0.75%  0.5%    $22,100  Any company paying at
                                                                          least $1,000 wages in
                                                                          the current or
                                                                          immediately preceding
                                                                          year




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