EXHIBIT 3 Voting Agreement (The 1818 Fund II, LP) Incorporated herein by reference to that certain Amendment No. 4 to Schedule 13D filed May 22, 2002, by the 1818 Fund II, L.P.

                                    EXHIBIT 3


                     Voting Agreement (The 1818 Fund II, LP)


Incorporated herein by reference to that certain Amendment No. 4 to Schedule 13D
filed May 22, 2002, by the  1818 Fund II, L.P.