REVISED OCTOBER 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS

REVISED OCTOBER 29, 1990

MASTER AGREEMENT AMONG UNDERWRITERS

April 15, 1985

▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED)
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Headquarters
North Tower
World Financial Center
New York, N.Y. 10281-1305

Dear Sirs:

We understand that from time to time you may act as Representative or as
one of the Representatives of the several underwriters of offerings of
securities of various issuers. This Agreement shall apply to any offering of
securities in which we elect to act as an underwriter after receipt of an
invitation from you which shall identify the issuer, contain information
regarding certain terms of the securities to be offered and specify the amount
of our proposed participation and the names of the other Representatives, if
any, and that our participation as an underwriter in the offering shall be
subject to the provisions of this Agreement. Your invitation will include
instructions for our acceptance of such invitation. At or prior to the time of
an offering, you will advise us, to the extent applicable, as to the expected
offering date, the expected closing date, the initial offering price, the
interest or dividend rate (or the method by which such rate is to be
determined), the conversion price, the underwriting discount, the management
fee, the selling concession and the reallowance, except that if the offering
price of the securities is to be determined as contemplated by Rule 430A under
the Securities Act of 1933 (such procedure being hereinafter referred to as
"430A Pricing"), you shall so advise us and shall specify the maximum
underwriting discount, management fee and selling concession. Such information
may be conveyed by you in one or more communications (such communications
received by us with respect to the offering are hereinafter collectively
referred to as the "Invitation"). If the Purchase Agreement (as hereinafter
defined) provides for the granting of an option to purchase additional
securities to cover over-allotments or otherwise (an "over-allotment option"),
you will notify us, in the Invitation, of such option and of our maximum
obligation upon exercise of such option.

This Agreement, as amended or supplemented by the Invitation, shall become
effective with respect to our participation in an offering of securities if you
receive our oral or written acceptance and you do not receive a written
communication revoking our acceptance prior to the time and date specified in
the Invitation (our unrevoked acceptance after expiration of such time and date
being hereinafter referred to as our "Acceptance"). Our Acceptance will
constitute our confirmation that, except as otherwise stated in such Acceptance,
each statement included in the Master Underwriters' Questionnaire set forth as
Exhibit A hereto (or otherwise furnished to us) is correct. The issuer of the
securities in any offering of securities made pursuant to this Agreement is
hereinafter referred to as the "Issuer". If the Purchase Agreement does not
provide for an over-allotment option, the securities to be purchased are
hereinafter referred to as the "Securities"; if the Purchase Agreement provides
for an over-allotment option, the securities the Underwriters (as hereinafter
defined) are initially obligated to purchase pursuant to the Purchase Agreement
are hereinafter called the "Initial Securities" and any additional securities
which may be purchased upon exercise of the over-allotment option are
hereinafter called the "Option Securities", with the Initial Securities and all
or any part of the Option Securities being hereinafter collectively referred to
as the "Securities". Any underwriters of Securities under this Agreement,
including the Representatives (as hereinafter defined), are hereinafter
collectively referred to as the "Underwriters". All references herein to "you"
or to the "Representatives" shall mean ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated and the other firms, if any, which are named as Representatives in
the Invitation. The Securities to be offered may, but need not, be registered
for a delayed or continuous offering pursuant to Rule 415 under the Securities
Act of 1933 (the "1933 Act").

The following provisions of this Agreement shall apply separately to each
individual offering of Securities. This Agreement may be supplemented or
amended by you by written notice to us and, except for supplements or
amendments set forth in an Invitation relating to a particular offering of
Securities,

any such supplement or amendment to this Agreement shall be effective with
respect to any offering of Securities to which this Agreement applies after this
Agreement is so amended or supplemented.

Section 1. PURCHASE AGREEMENT; AUTHORITY OF REPRESENTATIVES. We authorize
you to execute and deliver a purchase agreement and any amendment or supplement
thereto and any associated Terms Agreement or other similar agreement
(collectively, the "Purchase Agreement") on our behalf with the Issuer and/or
any selling securityholder with respect to the Securities in such form as you
determine. We will be bound by all terms of the Purchase Agreement as executed.
We understand that changes may be made in those who are to be Underwriters, and
in the amount of Securities to be purchased by them, but the amount of
Securities to be purchased by us in accordance with the terms of this Agreement,
including the maximum amount of Option Securities, if any, which we may become
obligated to purchase by reason of the exercise of any over-allotment option
provided in the Purchase Agreement, shall not be changed without our consent
except as provided in the Purchase Agreement.

As Representatives of the Underwriters, you are authorized to take such
action as you deem necessary or advisable to carry out this Agreement, the
Purchase Agreement, and the purchase and sale of the Securities, and to agree to
any waiver or modification of any provision of the Purchase Agreement. To the
extent applicable, you are also authorized to determine (i) the amount of Option
Securities, if any, to be purchased by the Underwriters pursuant to any over-
allotment option and (ii) with respect to offerings using 430A Pricing, the
initial offering price and the price at which the Securities are to be purchased
in accordance with the Purchase Agreement. It is understood and agreed that
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated may act on behalf of all
Representatives.

It is understood that, if so specified in the Invitation, arrangements may
be made for the sale of Securities by the Issuer pursuant to delayed delivery
contracts (hereinafter referred to as "Delayed Delivery Contracts"). References
herein to delayed delivery and Delayed Delivery Contracts apply only to
offerings to which delayed delivery is applicable. The term "underwriting
obligation", as used in this Agreement with respect to any Underwriter, shall
refer to the amount of Securities, including any Option Securities (plus such
additional Securities as may be required by the Purchase Agreement in the event
of a default by one or more of the Underwriters) which such Underwriter is
obligated to purchase pursuant to the provisions of the Purchase Agreement,
without regard to any reduction in such obligation as a result of Delayed
Delivery Contracts which may be entered into by the Issuer.

If the Securities consist in whole or in part of debt obligations maturing
serially, the serial Securities being purchased by each Underwriter pursuant to
the Purchase Agreement will consist, subject to adjustment as provided in the
Purchase Agreement, of serial Securities of each maturity in a principal amount
which bears the same Proportion to the aggregate principal amount of the serial
Securities of such maturity to be purchased by all the Underwriters as the
respective principal amount of serial Securities set forth opposite such
Underwriter's name in the Purchase Agreement bears to the aggregate principal
amount of the serial Securities to be purchased by all the Underwriters.

Section 2. REGISTRATION STATEMENT AND PROSPECTUS; OFFERING CIRCULAR. In
the case of an Invitation regarding an offer of Securities registered under
the 1933 Act (a "Registered Offering"), you will furnish to us, to the extent
made available to you by the Issuer, copies of any registration statement or
registration statements relating to the Securities which may be filed with
the Securities and Exchange Commission (the "Commission") pursuant to the
1933 Act and of each amendment thereto (excluding exhibits but including any
documents incorporated by reference therein). Such registration statement(s)
as amended, and the prospectus(es) relating to the sale of Securities by the
Issuer constituting a part thereof, including all documents incorporated
therein by reference, as from time to time amended or supplemented by the
filing of documents pursuant to the Securities Exchange Act of 1934 (the
"1934 Act"), the 1933 Act or otherwise, are referred to herein as the
"Registration Statement" and the "Prospectus", respectively; provided
however, that a supplement to the Prospectus filed with the Commission
pursuant to Rule 424 under the 1933 Act with respect to an offering of
Securities (a "Prospectus Supplement") shall be deemed to have supplemented
the Prospectus only with respect to the offering of Securities to which it
relates.

With respect to Securities for which no Registration Statement is filed
with the Commission, you will furnish to us, to the extent made available to you
by the Issuer, copies of any private placement

memorandum, offering circular or other offering materials to be used in
connection with the offering of the Securities and of each amendment thereto
(the "Offering Circular").

Section 3. OFFERING. The sale of the securities to the public shall
commence as soon as you deem advisable. We will not sell any Securities until
they are released by you for that purpose. When notified by you that the
Securities are released for sale, we will offer in conformity with the terms of
the offering set forth in the Prospectus or Offering Circular, such of the
Securities to be purchased by us as are not reserved for our account for sale to
Selected Dealers and others pursuant to Section 5. After the initial offering,
the offering price and the concession and discount therefrom may be changed by
you by notice to the Underwriters, and we agree to be bound by any such
change.

If, in accordance with the terms of offering set forth in the Prospectus or
Offering Circular, the offering of the Securities is not at a fixed price but at
varying prices set by individual Underwriters based on market prices or at
negotiated prices, the provisions above relating to your right to change the
offering price and concession and discount to dealers shall not apply, and other
references in this Section and elsewhere in this Agreement to the offering price
or Selected Dealers' concession shall be deemed to mean the prices and
concessions determined by you from time to time in your discretion.

Unless otherwise permitted in the Invitation, we will not sell any
Securities to any account over which we have discretionary authority. We will
also comply with any other restrictions which may be set forth in the
Invitation.

The initial public advertisement, if any, with respect to the Securities
shall appear on such date, and shall include the names of such of the
Underwriters, as you may determine.

Section 4. DELAYED DELIVERY ARRANGEMENTS. We authorize you to act on our
behalf in making all arrangements for the solicitation of offers to purchase
Securities from the Issuer pursuant to Delayed Delivery Contracts, and we agree
that all such arrangements will be made only through you (directly or through
Underwriters or Selected Dealers). You may allow to Selected Dealers in respect
to such Securities a commission equal to the concession allowed to Selected
Dealers pursuant to Section 5.

The obligations of the Underwriters shall be reduced in the aggregate by
the principal amount of Securities covered by Delayed Delivery Contracts made by
the Issuer, the obligation of each Underwriter to be reduced by the principal
amount of such Securities, if any, allocated by you to such Underwriter. Your
determination of the allocation of Securities covered by Delayed Delivery
Contracts among the several Underwriters shall be final and conclusive, and we
agree to be bound by any notice delivered by you to the Issuer setting forth the
amount of the reduction in our obligation as a result of Delayed Delivery
Contracts.

Upon receiving payment from the Issuer of the fee for arranging Delayed
Delivery Contracts, you will credit our account with the portion of such fee
applicable to the Securities covered by Delayed Delivery Contracts allocated to
us. You will charge our account with any commission allocated to Selected
Dealers in respect of Securities covered by Delayed Delivery Contracts allocated
to us.

Section 5. OFFERING TO SELECTED DEALERS AND OTHERS; MANAGEMENT OF OFFERING.
We authorize you, for our account, to reserve for sale and sell to dealers
("Selected Dealers"), among whom any of the Underwriters may be included, such
amount of Securities to be purchased by us as you shall determine. Reservations
for sales to Selected Dealers for our account need not be in proportion to our
underwriting obligation, but sales of Securities reserved for our account for
sale to Selected Dealers shall be made as nearly as practicable in the ratio
which the amount of Securities reserved for our account bears to the aggregate
amount of Securities reserved for the account of all Underwriters, as calculated
from day to day. Sales to Selected Dealers may be made under the ▇▇▇▇▇▇▇ Lynch,
Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Standard Dealer Agreement, or otherwise.
The price to Selected Dealers initially shall be the offering price less a
concession not in excess of the Selected Dealers concession set forth in the
Invitation. Selected Dealers shall be actually engaged in the investment
banking or securities business and shall be either (i) members in good standing
of the National Association of Securities Dealers, Inc. (the "NASD") or (ii)
dealers with their principal place of business located outside the United
States, its territories and its possessions and not registered under the 1934
Act who agree to make no sales within the United States, its territories or its
possessions or to persons who are nationals thereof or residents therein

or (iii) banks that are not eligible for membership in the NASD. Each Selected
Dealer shall agree to comply with the provisions of Section 24 of Article III
of the Rules of Fair Practice of the NASD, and each foreign Selected Dealer or
bank who is not a member of the NASD also shall agree to comply with the NASD's
interpretation with respect to free-riding and withholding, to comply, as though
it were a member of the NASD, with the provisions of Sections 8 and 36 of
Article III of such Rules of Fair Practice, and to comply with Section 25 of
Article III thereof as that Section applies to a non-member foreign dealer or
bank.

With your consent, the Underwriters may allow, and Selected Dealers may
reallow, a discount on sales to any dealer who meets the above NASD requirements
in an amount not in excess of the amount set forth in the Invitation. Upon your
request, we will advise you of the identity of any dealer to whom we allow such
a discount and any Underwriter or Selected Dealer from whom we receive such a
discount.

We also authorize you, for our account, to reserve for sale and to sell
Securities to be purchased by us at the offering price to others, including
institutions and retail purchasers. Except for such sales which are designated
by a purchaser to be for the account of a particular Underwriter, such
reservations and sales shall be made as nearly as practicable in proportion to
our underwriting obligation, unless you agree to a smaller proportion at our
request.

At or before the time the Securities are released for sale, you shall
notify us of the amount of Securities which have not been reserved for our
account for sale to Selected Dealers and others and which is to be retained by
us for direct sale.

We will from time to time, upon your request, report to you the amount of
Securities retained by us for direct sale which remains unsold and, upon your
request, deliver to you for our account, or sell to you for the account of one
or more of the Underwriters, such amount of unsold Securities as you may
designate at the offering price less an amount determined by you not in excess
of the concession to Selected Dealers. You may also repurchase Securities from
other Underwriters and Selected Dealers, for the account of one or more of the
Underwriters, at prices determined by you not in excess of the offering price
less the concession to Selected Dealers.

You may from time to time deliver to any Underwriter, for carrying purposes
or for sale by such Underwriter, any of the Securities then reserved for sale
to, but not purchased and paid for by, Selected Dealers or others as above
provided, but to the extent that Securities are so delivered for sale by such
Underwriter, the amount of Securities then reserved for the account of such
Underwriter shall be correspondingly reduced. Securities delivered for carrying
purposes only shall be redelivered to you upon demand.

The Underwriters and Selected Dealers may, with your consent, purchase
Securities from and sell Securities to each other at the offering price less a
concession not in excess of the concession to Selected Dealers.

Section 6. REPURCHASE OF SECURITIES NOT EFFECTIVELY PLACED. In recognition
of the importance of distributing the Securities to bona fide investors, we
agree to repurchase on demand any Securities sold by us, except through you,
which are purchased by you in the open market or otherwise during a period
terminating as provided in Section 16, at a price equal to the cost of such
purchase, including accrued interest, amortization of original issue discount or
dividends, commissions and transfer and other taxes, if any, on redelivery. The
certificates delivered to us need not be identical certificates delivered to you
in respect of the Securities purchased. In lieu of requiring repurchase, you
may, in your discretion, sell such Securities for our account at such prices,
upon such terms and to such persons, including any of the other Underwriters, as
you may determine, charging the amount of any loss and expense, or crediting the
amount of any net profit, resulting from such sale, to our account, or you may
charge our account with an amount determined by you not in excess of the
concession to Selected Dealers.

Section 7. STABILIZATION AND OVER-ALLOTMENT. In order to facilitate the
sale of the Securities, we authorize you, in your discretion, to purchase and
sell Securities or any other securities of the Issuer or any guarantor of the
Securities specified in the Invitation in the open market or otherwise, for long
or

short account, at such prices as you may determine, and, in arranging for sales
to Selected Dealers or others, to over-allot. You may liquidate any long
position or cover any short position incurred pursuant to this Section at such
prices as you may determine. You shall make such purchases and sales (including
over-allotments) for the accounts of the Underwriters as nearly as practicable
in proportion to their respective underwriting obligations. It is understood
that, in connection with any particular offering of Securities to which this
Agreement applies, you may have made purchases of securities of the Issuer or
securities of any guarantor of the Securities for stabilizing purposes prior to
the time when we become an Underwriter, and we agree that any such securities so
purchased shall be treated as having been purchased for the respective accounts
of the Underwriters pursuant to the foregoing authorization. At the close of
business on any day our net commitment, either for long or short account,
resulting from such purchases or sales (including over-allotments) shall not
exceed 20% (or such other amount as may be specified in the Invitation) of our
underwriting obligation, except that such percentage may be increased with the
approval of a majority in interest of the Underwriters. We will take up at cost
on demand any Securities or other securities of the Issuer or any securities of
any guarantor of the Securities so sold or over-allotted for our account,
including accrued interest, amortization of original issue discount or
dividends, and we will pay to you on demand the amount of any losses or expenses
incurred for our account pursuant to this Section. In the event of default by
any Underwriter in respect of its obligations under this Section, each non-
defaulting Underwriter shall assume its share of the obligations of such
defaulting Underwriter in the proportion that its underwriting obligation bears
to the underwriting obligations of all non-defaulting Underwriters without
relieving such defaulting Underwriter of its liability hereunder.

If you effect any stabilizing purchase pursuant to this Section, you shall
promptly notify us of the date and time of the first stabilizing purchase and
the date and time when stabilizing was terminated. You shall prepare and
maintain such records as are required to be maintained by you as manager
pursuant to Rule 17a-2 under the 1934 Act.

Section 8. OPEN MARKET TRANSACTIONS. We represent and agree in connection
with the offering of Securities we have complied and will comply with the
provisions of Rule lOb-6 under the 1934 Act with regard to trading in the
Securities. For purposes of the foregoing sentence, we agree that, in addition
to the Securities, other securities of the Issuer or securities of any guarantor
of the Securities or the right or option to purchase or otherwise acquire any
securities of the Issuer or any securities of any guarantor of the Securities
specified in the Invitation shall be considered securities of the same class and
series as the Securities.

Section 9. PAYMENT AND DELIVERY. At or before such time, on such dates and
at such places as you may specify in the Invitation, we will deliver to you a
certified or official bank check in such funds as are specified in the
Invitation, payable to the order of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated (unless otherwise specified in the Invitation) in an amount equal
to, as you direct, either (i) the offering price or prices plus accrued
interest, amortization of original issue discount or dividends, if any, set
forth in the Prospectus or Offering Circular less the concession to Selected
Dealers in respect of the amount of Securities to be purchased by us in
accordance with the terms of this Agreement, or (ii) the amount set forth in the
Invitation with respect to the Securities to be purchased by us. We authorize
you to make payment for our account of the purchase price for the Securities to
be purchased by us against delivery to you of such Securities (which may be in
temporary form), and the difference between such purchase price of the
Securities and the amount of our funds delivered to you therefor shall be
credited to our account.

Delivery to us of Securities retained by us for direct sale shall be made
by you as soon as practicable after your receipt of the Securities. Upon
termination of the provisions of this Agreement as provided in Section 16, you
shall deliver to us any Securities reserved for our account for sale to Selected
Dealers and others which remain unsold at that time.

You are authorized to make appropriate arrangements for payment for and/or
delivery through the facilities of The Depository Trust Company or any such
other depository or similar facility, the Securities to be purchased by us, or
if we are not a member, settlement may be made through a correspondent that is
a member pursuant to our timely instructions to you.

Upon receiving payment for Securities sold for our account to Selected
Dealers and others, you shall remit to us an amount equal to the amount paid by
us to you in respect of such Securities and credit or charge our account with
the difference, if any, between such amount and the price at which such
Securities were sold.

In the event that the Purchase Agreement for an offering provides for the
payment of a commission or other compensation to the Underwriters, we authorize
you to receive such commission or other compensation for our account.

Section 10. MANAGEMENT COMPENSATION. As compensation for your services in
the management of the offering, we will pay you an amount equal to the
management fee specified in the Invitation in respect of the Securities to be
purchased by us pursuant to the Purchase Agreement, and we authorize you to
charge our account with such amount. If there is more than one Representative,
such compensation shall be divided among the Representatives in such proportions
as they may determine.

Section 11. AUTHORITY TO BORROW. We authorize you to advance your own
funds for our account, charging current interest rates, or to arrange loans for
our account or the account of the Underwriters, as you may deem necessary or
advisable for the purchase, carrying, sale and distribution of the Securities.
You may execute and deliver any notes or other instruments required in
connection therewith and man hold or pledge as security therefor all or any part
of the Securities which we or such Underwriters have agreed to purchase. The
obligations of the Underwriters under loans arranged on their behalf shall be
several in proportion to their respective participations in such loans, and not
joint. Any lender is authorized to accept your instructions as to the
disposition of the proceeds of any such loans. You shall credit each
Underwriter with the proceeds of any loans made for its account.

Section 12. LEGAL QUALIFICATIONS. You shall inform us, upon request, of
the states and other jurisdictions of the United States in which it is believed
that the Securities are qualified for sale under, or are exempt from the
requirements of, their respective securities laws, but you assume no
responsibility with respect to our right to sell Securities in any jurisdiction.
You are authorized to file with the Department of State of the State of New York
a Further State Notice with respect to the Securities, if necessary.

If we propose to offer Securities outside the United States, its
territories or its possessions, we will take, at our own expense, such action,
if any, as may be necessary to comply with the laws of each foreign jurisdiction
in which we propose to offer Securities.

Section 13. MEMBERSHIP IN NATIONAL ASSOCIATION OF SECURITIES DEALERS,
FOREIGN UNDERWRITERS AND BANKS. We understand that you are a member in good
standing of the NASD. We confirm that we are actually engaged in the investment
banking or securities business and are either (i) a member in good standing of
the NASD or (ii) a dealer with its principal place of business located outside
the United States, its territories and its possessions and not registered under
the 1934 Act who hereby agrees to make no sales within the United States, its
territories or its possessions or to persons who are nationals thereof or
residents therein (except that we may participate in sales to Selected Dealers
and others under Section 5 of this Agreement) or (iii) a bank not eligible for
membership in the NASD. We hereby agree to comply with Section 24 of Article
III of the Rules of Fair Practice of the NASD, and if we are a foreign dealer or
bank and not a member of the NASD we also hereby agree to comply with the NASD's
interpretation with respect to free-riding and withholding, to comply, as though
we were a member of the NASD, with the provisions of Sections 8 and 36 of
Article III of such Rules of Fair Practice, and to comply with Section 25 of
Article III thereof as that Section applies to a non-member foreign dealer or
bank.

Section 14. DISTRIBUTION OF PROSPECTUSES; OFFERING CIRCULARS. We are
familiar with Securities Act of 1933 Release No. 4968 and Rule 15c2-8 under the
1934 Act, relating to the distribution of preliminary and final prospectuses,
and we confirm that we will comply therewith, to the extent applicable, in
connection with any sale of Securities. You shall cause to be made available to
us, to the extent made available to you by the Issuer, such number of copies of
the Prospectus as we may reasonably request for purposes contemplated by the
1933 Act, the 1934 Act and the rules and regulations thereunder.

Our Acceptance of an Invitation relating to an offering made pursuant to
an Offering Circular shall constitute our agreement that, if requested by
you, we will furnish a copy of any amendment to a preliminary or final
Offering Circular to each person to whom we shall have furnished a previous
preliminary or final Offering Circular. Our Acceptance shall constitute our
confirmation that we have delivered and our agreement that we will deliver
all preliminary and final Offering Circulars required for compliance with the
applicable federal and state laws and the applicable rules and regulations of
any regulatory body promulgated thereunder governing the use and distribution
of offering circulars by underwriters and any additional instructions
contained in the Invitation and, to the extent consistent with such laws,
rules and regulations, our Acceptance shall constitute our confirmation that
we have delivered and our agreement that we will deliver all preliminary and
final Offering Circulars which would be required if the provisions of Rule
15c2-8 (or any successor provision) under the 1934 Act applied to such
offering.

Section 15. NET CAPITAL. The incurrence by us of our obligations
hereunder and under the Purchase Agreement in connection with the offering of
the Securities will not place us in violation of the net capital requirements of
Rule 15c3-1 under the 1934 Act, or, if we are a financial institution subject to
regulation by the Board of Governors of the Federal Reserve System, the
Comptroller of the Currency or the Federal Deposit Insurance Corporation, will
not place us in violation of the capital requirements of such regulator or any
other regulator to which we are subject.

Section 16. TERMINATION. With respect to each offering of Securities
pursuant to this Agreement, all limitations in this Agreement on the price at
which the Securities may be sold, the period of time referred to in Section 6,
the authority granted by the first sentence of Section 7, and the restrictions
contained in Section 8 shall terminate at the close of business on the 45th day
after the commencement of the offering of such Securities. You may terminate
any or all of such provisions at any time prior thereto by notice to the
Underwriters. All other provisions of this Agreement shall remain operative and
in full force and effect with respect to such offering.

Section 17. EXPENSES AND SETTLEMENT. You may charge our account with any
transfer taxes on sales of Securities made for our account and with our
proportionate share (based upon our underwriting obligation) of all other
expenses incurred by you under this Agreement or otherwise in connection with
the purchase, carrying, sale or distribution of the Securities. With respect to
each offering of Securities pursuant to this Agreement, the respective accounts
of the Underwriters shall be settled as promptly as practicable after the
termination of all the provisions of this Agreement as provided in Section 16,
but you may reserve such amounts as you may deem advisable for additional
expenses. Your determination of the amount to be paid to or by us shall be
conclusive. You may at any time make partial distributions of credit balances
or call for payment of debit balances. Any of our funds in your hands may be
held with your general funds without accountability for interest.
Notwithstanding any settlement, we will remain liable for any taxes on transfers
for our account and for our proportionate share (based upon our underwriting
obligation) of all expenses and liabilities which may be incurred by or for the
accounts of the Underwriters with respect to each offering of Securities
pursuant to this Agreement.

Section 18. INDEMNIFICATION. With respect to each offering of Securities
pursuant to this Agreement, we will indemnify and hold harmless each other
Underwriter and each person, if any, who controls each other Underwriter within
the meaning of Section 15 of the 1933 Act, to the extent that and on the terms
upon which we agree to indemnify and hold harmless the Issuer and other
specified persons as set forth in the Purchase Agreement.

Section 19. CLAIMS AGAINST UNDERWRITERS. With respect to each offering of
Securities pursuant to this Agreement, if at any time any person other than an
Underwriter assets a claim (including any commenced or threatened investigation
or proceeding by any governmental agency or body) against one or more of the
Underwriters or against you as Representatives of the Underwriters arising out
of an alleged untrue statement or omission in the Registration Statement (or any
amendment thereto) or in any preliminary prospectus or the Prospectus or any
amendment or supplement thereto, or in any preliminary or final Offering
Circular, or relating to any transaction contemplated by this Agreement, we
authorize

you to make such investigation, to retain such counsel for the Underwriters and
to take such action in the defense of such claim as you may deem necessary or
advisable. You may settle such claim with the approval of a majority in
interest of the Underwriters. We will pay our proportionate share (based upon
our underwriting obligation) of all expenses incurred by you (including the fees
and expenses of counsel for the Underwriters) as incurred, in investigating and
defending against such claim and our proportionate share of the aggregate
liability incurred by all Underwriters in respect to such claim (after deducting
any contribution or indemnification obtained pursuant to the Purchase Agreement,
or otherwise, from persons other than Underwriters), whether such liability is
the result of a judgment against one or more of the Underwriters or the result
of any such settlement. Any Underwriter may retain separate counsel at its own
expense. A claim against or liability incurred by a person who controls an
Underwriter shall be deemed to have been made against or incurred by such
Underwriter. In the event of default by any Underwriter in respect of its
obligations under this Section, the non-defaulting Underwriters shall be
obligated to pay the full amount thereof in the proportions that their
respective underwriting obligations bear to the underwriting obligations of all
non-defaulting Underwriters without relieving such defaulting Underwriter of its
liability hereunder.

Section 20. DEFAULT BY UNDERWRITERS. Default by any Underwriter in
respect of its obligations hereunder or under the Purchase Agreement shall not
release us from any of our obligations or in any way affect the liability of
such defaulting Underwriter to the other Underwriters for damages resulting from
such default. If one or more Underwriters default under the Purchase Agreement,
if provided in such Purchase Agreement you may (but shall not be obligated to)
arrange for the purchase by others, which may include yourselves or other non-
defaulting Underwriters, of all or a portion of the Securities not taken up by
the defaulting Underwriters.

In the event that such arrangements are made, the respective underwriting
obligations of the nondefaulting Underwriters and the amounts of the Securities
to be purchased by others, if any, shall be taken as the basis for all rights
and obligations hereunder; but this shall not in any way affect the liability of
any defaulting Underwriter to the other Underwriters for damages resulting from
its default, nor shall any such default relieve any other Underwriter of any of
its obligations hereunder or under the Purchase Agreement except as herein or
therein provided. In addition, in the event of default by one or more
Underwriters in respect of their obligations under the Purchase Agreement to
purchase the Securities agreed to be purchased by them thereunder and, to the
extent that arrangements shall not have been made by you for any person to
assume the obligations of such defaulting Underwriter or Underwriters, we agree,
if provided in the Purchase Agreement, to assume our proportionate share, based
upon our underwriting obligation, of the obligations of each such defaulting
Underwriter (subject to the limitations contained in the Purchase Agreement)
without relieving such defaulting Underwriter of its liability therefor.

In the event of default by one or more Underwriters in respect of their
obligations under this Agreement to take up and pay for any securities
purchased, or to deliver any securities sold or overalloted, by you for the
respective accounts of the Underwriters, or to bear their proportion of
expenses or liabilities pursuant to this Agreement, and to the extent that
arrangements shall not have been made by you for any persons to assume the
obligations of such defaulting Underwriter or Underwriters, we agree to
assume our proportionate share, based upon our respective underwriting
obligation, of the obligations of each defaulting Underwriter without
relieving any such defaulting Underwriter of its liability therefor.

Section 21. LEGAL RESPONSIBILITY. As Representatives of the Underwriters,
you shall have no liability to us, except for your lack of good faith and for
obligations assumed by you in this Agreement and except that we do not waive any
rights that we may have under the 1933 Act or the 1934 Act or the rules and
regulations thereunder. No obligations not expressly assumed by you in this
Agreement shall be implied herefrom.

Nothing herein contained shall constitute the Underwriters an association,
or partners, with you, or with each other, or, except as otherwise provided
herein or in the Purchase Agreement, render any Underwriter liable for the
obligations of any other Underwriter; and the rights, obligations and
liabilities of the Underwriters are; several in accordance with their respective
underwriting obligations, and not joint.

If the Underwriters are deemed to constitute a partnership for federal
income tax purposes, we elect to be excluded from the application of Subchapter
K, Chapter 1, Subtitle A, of the Internal Revenue Code of 1954, as amended, and
agree not to take any position inconsistent with such election, and you, as
Representatives, are authorized, in your discretion, to execute on behalf of the
Underwriters such evidence of such election as may be required by the Internal
Revenue Service.

Unless we have promptly notified you in writing otherwise, our name as it
should appear in the Prospectus or Offering Circular and our address are set
forth on the signature pages hereof.

Section 22. NOTICES. Any notice from you shall be deemed to have been
duly given if mailed or transmitted to us at our address appearing below.

Section 23. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of New York applicable to agreements made and to be performed in
said State.

Please confirm this Agreement and deliver a copy to us.

Very truly yours,

Name of Firm:

By:..........................................
Authorized Officer or Partner

Address:

. . . . . . . . . . . . . . . . . . . . . . .

Confirmed as of the date
first above written.

▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
. . . . . . . . . . . . . . . . . . .
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

EXHIBIT A

MASTER UNDERWRITERS' QUESTIONNAIRE

In connection with each offering of Securities pursuant to the ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Master Agreement Among Underwriters,
dated April 15, 1985 as revised (the "Agreement"), each Underwriter confirms the
following information, except as indicated in such Underwriter's Acceptance or
other written communication furnished to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇
Incorporated. Defined terms used herein have the same meaning as defined terms
in the Master Agreement Among Underwriters.

(a) Neither such Underwriter nor any of its directors, officers or
partners have any material (as defined in Regulation C under the ▇▇▇▇ ▇▇▇)
relationship with Issuer, its parent (if any), any other seller of the
Securities or any guarantor of the Securities.

(b) Except as described or to be described in the Agreement, the
▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated Standard Dealer Agreement,
the Purchase Agreement or the Invitation, such Underwriter does not know: (i) of
any discounts or commissions to be allowed or paid to dealers, including all
cash, securities, contracts, or other consideration to be received by any dealer
in connection with the sale of the Securities, or of any other discounts or
commissions to be allowed or paid to the Underwriters or of any other items that
would be deemed by the NASD to constitute underwriting compensation for purposes
of the NASD's Rules of Fair Practice, (ii) of any intention to over-allot, or
(iii) that the price of any security may be stabilized to facilitate the
offering of the Securities.

(c) No report or memorandum has been prepared for external use (i.e.,
outside such Underwriter's organization) by such Underwriter in connection with
the proposed offering of Securities and, in the case of a Registered Offering,
where the Registration Statement is on Form S-1, such Underwriter has not
prepared or had prepared for it any engineering, management or similar report or
memorandum relating to the broad aspects of the business, operations or products
of the Issuer, its parent (if any) or any guarantor of the Securities within the
past twelve months (except for reports solely comprised of recommendations to
buy, sell or hold the securities of the Issuer, its parent (if any) or any
guarantor of the Securities, unless such recommendations have changed within the
past six months). If any such report or memorandum has been prepared, furnish
to ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated three copies thereof,
together with a statement as to the actual or proposed use, identifying each
class of persons who have received or will receive the report or memorandum, the
number of copies distributed to each class and the period of distribution.

(d) If the Securities are debt securities to be issued under an
indenture to be qualified under the Trust Indenture Act of 1939, neither such
Underwriter nor any of its directors, officers or partners is an "affiliate",
as that term is defined under the Trust Indenture Act of 1939, of the Trustee
for the Securities as specified in the Invitation, or of its parent (if any);
neither the Trustee nor its parent (if any) nor any of their directors or
executive officers is a director, officer, partner, employee, appointee or
representative of such Underwriters as those terms are defined in the Trust
Indenture Act of 1939 or in the relevant instructions to Form T-1; neither
such Underwriter nor any of its directors, partners or executive officers,
separately or as a group, owns beneficially 1% or more of its shares of any
class of voting securities of the Trustee or of its parent (if any); and if such
Underwriter is a corporation, it does not have outstanding nor has it assumed or
guaranteed any securities issued otherwise than in its present corporate name,
and neither the Trustee nor its parent (if any) is a holder of any such
securities.

(e) If the Issuer is a public utility, such Underwriter is not a
"holding company" or a "subsidiary company" or an "affiliate" of a "holding
company" or of a "public utility company", each as defined in the Public Utility
Holding Company Act of 1935.

(f) Neither such Underwriter nor any "group" (as that term is defined
in Section 13(d)(3) of the ▇▇▇▇ ▇▇▇) of which it is a member and is the
beneficial owner (determined in accordance with Rule 13d-3 under the ▇▇▇▇ ▇▇▇)
of more than 5% of any class of voting securities of the Issuer, its parent (if
any), any other seller of the Securities or any guarantor of the Securities
nor does it have any knowledge that more than 5% of any class of voting
securities of the Issuer is held or to be held subject to any voting trust or
other similar agreement.

REVISED OCTOBER 29, 1990
[LOGO]

▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO.
▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇ INCORPORATED
▇▇▇▇▇▇▇ ▇▇▇▇▇ WORLD HEADQUARTERS
NORTH TOWER
WORLD FINANCIAL CENTER
NEW YORK, N.Y. 10281-1305

STANDARD DEALER AGREEMENT

Dear Sirs:

In connection with public offerings of securities underwritten by us, or by
a group of underwriters (the "Underwriters") represented by us, you may be
offered the opportunity to purchase a portion of such securities, as principal,
at a discount from the offering price representing a selling concession or
reallowance granted as consideration for services rendered by you in the sale of
such securities. We request that you agree to the following terms and
provisions, and make the following representations, which, together with any
additional terms and provisions set forth in any wire or letter sent to you in
connection with a particular offering, will govern all such purchases of
securities and the reoffering thereof by you.

YOUR SUBSCRIPTION TO, OR PURCHASE OF, SUCH SECURITIES WILL CONSTITUTE YOUR
REAFFIRMATION OF THIS AGREEMENT.

1. When we are acting as representative (the "Representative") of the
Underwriters in offering securities to you, it should be understood that all
offers are made subject to prior sale of the subject securities, when, as and if
such securities are delivered to and accepted by the Underwriters and subject to
the approval of legal matters by their counsel. In such cases, any order from
you for securities will be strictly subject to confirmation and we reserve the
right in our uncontrolled discretion to reject any order in whole or in part.
Upon release by us, you may reoffer such securities at the offering price fixed
by us. With our consent, you may allow a discount, not in excess of the
reallowance fixed by us, in selling such securities to other dealers, provided
that in doing so you comply with the Rules of Fair Practice of the National
Association of Securities Dealers, Inc. (the "NASD"). Upon our request, you
will advise us of the identity of any dealer to whom you allow such a discount
and any Underwriter or dealer from whom you receive such a discount. After the
securities are released for sale to the public, we may vary the offering price
and other selling terms.

2. You represent that you are a dealer actually engaged in the investment
banking or securities business and that you are either (i) a member in good
standing of the NASD or (ii) a dealer with its principal place of business
located outside the United States, its territories or possessions and not
registered under the Securities Exchange Act of 1934 (a "non-member foreign
dealer") or (iii) a bank not eligible for membership in the NASD. If you are a
non-member foreign dealer, you agree to make no sales of securities within the
United States, its territories or its possessions or to persons who are
nationals thereof or residents therein. Non-member foreign dealers and banks
agree, in making any sales, to comply with the NASD's interpretation with
respect to free-riding and withholding. In accepting a selling concession where
we are acting as Representative of the Underwriters, in accepting a reallowance
from us whether or not we are acting as such Representative, and in allowing a
discount to any other person, you agree to comply with the provisions of Section
24 of Article III of the Rules of Fair Practice of the NASD, and, in addition,
if you are a non-member foreign dealer or bank, you agree to comply, as though
you were a member of the NASD, with the provisions of Sections 8 and 36 of
Article III of such Rules of Fair Practice and to comply with Section 25 of
Article III thereof as that Section applies to a non-member foreign dealer or
bank. You represent that you are fully familiar with the above provisions of
the Rules of Fair Practice of the NASD.

3. If the securities have been registered under the Securities Act of
1933 (the "1933 Act"), in offering and selling such securities, you are not
authorized to give any information or make any

representation not contained in the prospectus relating thereto. You confirm
that you are familiar with the rules and policies of the Securities and
Exchange Commission relating to the distribution of preliminary and final
prospectuses, and you agree that you will comply therewith in any offering
covered by this Agreement. If we are acting as Representative of the
Underwriters, we will make available to you, to the extent made available to us
by the issuer of the securities, such number of copies of the prospectus or
offering documents, for securities not registered under the 1933 Act, as you may
reasonably request.

4. If we are acting as Representative of the Underwriters of
securities of an issuer that is not required to file reports under the
Securities Exchange Act of 1934 (the "1934 Act"), you agree that you will not
sell any of the securities to any account over which you have discretionary
authority.

5. Payment for securities purchased by you is to be made at our
office, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇. ▇▇▇▇▇ (or at such other
place as we may advise), at the offering price less the concession allowed to
you, on such date as we may advise, by certified or official bank check in New
York Clearing House funds (or such other funds as we may advise), payable to our
order, against delivery of the securities to be purchased by you. We shall have
authority to make appropriate arrangements for payment for and/or delivery
through the facility of The Depository Trust Company or any such other
depository or similar facility for the securities.

6. In the event that, prior to the completion of the
distribution of securities covered by this Agreement, we purchase in the open
market or otherwise any securities delivered to you, if we are acting as
Representative of the Underwriters, you agree to repay to us for the accounts of
the Underwriters the amount of the concession allowed to you plus brokerage
commissions and any transfer taxes paid in connection with such purchase.

7. At any time prior to the completion of the distribution of
securities covered by this Agreement you will, upon our request as
Representative of the Underwriters, report to us the amount of securities
purchased by you which then remains unsold and will, upon our request, sell to
us for the account of one or more of the Underwriters such amount of such unsold
securities as we may designate, at the offering price less an amount to be
determined by us not in excess of the concession allowed to you.

8. If we are acting as Representative of the Underwriters, upon
application to us, we will inform you of the states and other jurisdictions of
the United States in which it is believed that the securities being offered are
qualified for sale under, or are exempt from the requirements of, their
respective securities laws, but we assume no responsibility with respect to your
right to sell securities in any jurisdiction. We shall have authority to file
with the Department of State of the State of New York a Further State Notice
with respect to the securities, if necessary.

9. You agree that in connection with any offering of securities
covered by this Agreement you will comply with the applicable provisions of the
1933 Act and the 1934 Act and the applicable rules and regulations of the
Securities and Exchange Commission thereunder, the applicable rules and
regulations of the NASD, and the applicable rules of any securities exchange
having jurisdiction over the offering.

10. We shall have full authority to take such action as we may
deem advisable in respect of all matters pertaining to any offering covered by
this Agreement. We shall be under no liability to you except for our lack of
good faith and for obligations assumed by us in this Agreement, except that you
do not waive any rights that you may have under the 1933 Act or the rules and
regulations thereunder.

11. Any notice from us shall be deemed to have been duly given if
mailed or transmitted by any standard form of written telecommunications to you
at the above address or at such other address as you shall specify to us in
writing.

12. With respect to any offering of securities covered by this
Agreement, the price restrictions contained in Paragraph 1 hereof and the
provisions of Paragraphs 6 and 7 hereof shall terminate as to such offering at
the close of business on the 45th day after the securities are released for sale
or, as to any or all such provisions, at such earlier time as we may advise.
All other provisions of this Agreement shall remain operative and in full force
and effect with respect to such offering.

13. This Agreement shall be governed by the laws of the State of
New York.

Please confirm your agreement hereto by signing the enclosed duplicate copy
hereof in the place provided below and returning such signed duplicate copy to
us at World Headquarters, North Tower, World Financial Center, New York, N.Y.
10281-1305, ATTENTION: Corporate Syndicate. Upon receipt thereof, this
instrument and such signed duplicate copy will evidence the agreement between
us.

Very truly yours,

▇▇▇▇▇▇▇ LYNCH, PIERCE, ▇▇▇▇▇▇ & ▇▇▇▇▇
INCORPORATED

By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
. . . . . . . . . . . . . . . . . .
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇

Confirmed and accepted as of the
day of , 19

..........................................
NAME OF DEALER

..........................................
AUTHORIZED OFFICER OR PARTNER
(if not Officer or Partner, attach copy of
Instrument of Authorization)

REVISED OCTOBER 29, 1990 MASTER AGREEMENT AMONG UNDERWRITERS

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