<DOCUMENT>
<TYPE>EX-99.2H
<SEQUENCE>5
<FILENAME>ex99-2hiii.txt
<DESCRIPTION>EXHIBIT 99.2H(III)
<TEXT>


<PAGE>


                                                               Exhibit 2(h)(iii)


[Merrill Lynch Logo]                   Merrill Lynch & Co.
                         Merrill Lynch, Pierce, Fenner & Smith Incorporated
                                Merrill Lynch World Headquarters
                                    4 World Financial Center
                                       New York, N.Y. 10800


                            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 Conduct
              Rules 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 setting 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 Rule 2740 of
              the Conduct Rules 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 Rules 2730
              and 2750 of such Conduct Rules and to comply with Rule 2420
              thereof as that Rule applies to a non-member foreign dealer or
              bank. You represent that you are fully familiar with the above
              provisions of the Conduct Rules of the NASD.



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          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, One Liberty Plaza, 165 Broadway, New York, N.Y. 10006 (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.


                                       2



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          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, 4 World Financial Center, New York, N.Y. 10080,
Attention: Syndicate Operations. Upon receipt thereof, this instrument and such
signed duplicate copy will evidence the agreement between us.


                                          Very truly yours,

                                          MERRILL LYNCH, PIERCE, FENNER & SMITH
                                             INCORPORATED



                                          By:
                                             -----------------------------------
                                              Name:


Confirmed and accepted as of the
         day of            , 20


------------------------------------------
              Name of Dealer



------------------------------------------
       Authorized Officer or Partner
(if not Officer or Partner, attach copy of
        Instrument of Authorization)



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