<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>20
<FILENAME>brokerdealer-agmt.txt
<DESCRIPTION>EXHIBIT 99.13(D)
<TEXT>














                             BROKER-DEALER AGREEMENT

                                     Between

                              BANKERS TRUST COMPANY

                                       and

                                   J.P. MORGAN

                            Dated as of June 26, 2001

                                   Relating to

                   DUTCH AUCTION RATE TRANSFERABLE SECURITIES
                                PREFERRED STOCK.

                                  SERIES A & B

                        PATRIOT PREMIUM DIVIDEND FUND II

<PAGE>

      BROKER.-DEALER  AGREEMENT  Dated as of June 26, 2001 between Bankers Trust
Company, a New York corporation (not  in  its  individual capacity but solely as
agent of the Company pursuant to authority granted  to  it in the "Trust Company
Agreement) (together with its successors and assigns, the  "Trust Company"), and
J.P. Morgan, a Delaware corporation (together with its successors  and  assigns,
"BD").

      The  company  has  issued  500  shares  of Dutch Auction Rate Transferable
Securities Preferred Stock Series A (the Series  A  "DARTS")  and  500 Shares of
Dutch Auction Rate Transferable Securities Preferred Stock Series B  (the Series
B  "DARTS" and, together with the Series A DARTS, the "DARTS") pursuant  to  its
Amended and Restated Agreement and Declaration of Trust ("Declaration of Trust")
and its Amended and Restated By-Laws (the "By-Laws").

      The By-Laws provide that the dividend rate on the shares of each series of
the DARTS for each Dividend Period with respect to such series after the initial
Dividend  Period with respect to such series shall be the Applicable Rate, which
shall, except  under certain circumstances, be the rate per annum that a bank or
trust company appointed  by  the  Company advises results from implementation of
the Auction Procedures with respect  to  the DARTS of such series.  The Board of
Trustees  of  the  Company  has adopted a resolution  appointing  Bankers  Trust
Company for purposes of implementing the Auction Procedures and related matters.
Pursuant to Section 2.5 (d) of  the  Trust  Company  Agreement,  the Company has
requested and directed the Trust Company to execute and deliver this Agreement.

      The  Auction  Procedures require the participation of one or more  Broker-
Dealers.

      NOW, THEREFORE, in consideration of the mutual covenants contained herein,
the Trust Company and BD agree as follows:

1.    DEFINITIONS AND RULES OF CONSTRUCTION.

      1.1    TERMS DEFINED  BY  REFERENCES  TO DECLARATION OF TRUST AND BY-LAWS.
Capitalized  terms  not  defined  herein  shall  have  the  respective  meanings
specified in the Company's Declaration of Trust and By-Laws.

      1.2    TERMS DEFINED HEREIN. As used herein  in the Settlement Procedures,
the  following  terms  shall  have the following meanings,  unless  the  context
otherwise requires:

                   (a)    "Auction"  shall have the meaning specified in Section
      2.1 hereof.

                   (b)    "Auction Procedures" shall mean the auction procedures
      as set forth in Section 9 of Article VI of the By-Laws.

                                       1
<PAGE>

                   (c)    "Authorized  Officer"  shall  mean  each  Senior  Vice
      President, Vice president, Assistant Vice President, Assistant Manager and
      Trust  Officer  of  the  Trust  Company  assigned  to  its Corporate Trust
      Department  and  every  other  officer  or  employee of the Trust  Company
      designated as an "Authorized Officer" for purposes  of this Agreement in a
      communication to BD.

                   (d)    "BD Officer" shall mean each officer or employee of BD
      designated  as  a  "BD  Officer"  for  purposes  of  this Agreement  in  a
      communication to the Trust Company.

                   (e)    "Broker-Dealer  Agreement" shall mean  this  Agreement
      and any substantially similar agreement  between  the  Trust Company and a
      Broker-Dealer.

                   (f)    "By-Laws"   shall  mean  the  Company's  Amended   and
      Restated  By-Laws  as  adopted  by the  Company's  Board  of  Trustees  on
      September 6, 1990, a copy of which is attached hereto as Exhibit A, as the
      same may be amended from time to time.

                   (g)    "Company shall  mean Patriot Premium Dividend Fund II,
      a Massachusetts business trust, and its successors and assigns.

                   (h)    "Declaration of Trust"  shall  mean  the Agreement and
      Declaration of Trust of the Company as filed by the Company  in the office
      of the Secretary of State of the Commonwealth of Massachusetts on December
      14,  1989,  and  as amended and restated on December 12, 1989, a  copy  of
      which is attached hereto as Exhibit B.

                   (i)    "Prospectus"  shall mean the prospectus dated December
      14, 1989 relating to the issuance and offering of the shares of the DARTS.

                   (j)    "Purchaser's Letter"  shall  mean a Master Purchaser's
      Letter substantially in the form attached hereto as Exhibit C.

                   (k)    "Settlement  Procedures"  shall  mean  the  Settlement
      Procedures attached hereto as Exhibit D.

                   (l)    "Summary"  shall  mean a summary  description  of  the
      DARTS and the Auction Procedures and Settlement  Procedures  with  respect
      thereto.

                   (m)    "Trust Company Agreement" shall mean the Trust Company
      Agreement,  dated  as  of  December  21, 1989, between the Company and the
      Trust Company relating to the DARTS.

      1.3    RULES OF CONSTRUCTION.  Unless the context or use indicates another
or  different  meaning  or  intent,  the following  rules  shall  apply  to  the
construction of this Agreement:

                                       2
<PAGE>

                   (a)    Words importing  the singular number shall include the
      plural number and vice versa.

                   (b)    The  captions  and  headings  herein  are  solely  for
      convenience of reference and shall not constitute a part of this Agreement
      nor shall they affect the meaning, construction or effect of any provision
      hereof.

                   (c)    The  words  "hereof," "herein,"  "hereto,"  and  other
      words of similar import refer to this Agreement as a whole.

                   (d)    All references  herein  to  a  particular  time of day
      shall be to New York City time.

2.    THE AUCTION.  Separate Auctions will be held for the Series A DARTS and
the Series B DARTS.  Unless the context otherwise requires, references to the
DARTS in this Section shall be deemed references to the Series A DARTS or the
Series B DARTS, as the case may be.

      2.1    PURPOSE;  INCORPORATION  BY  REFERENCE  OF  AUCTION PROCEDURES  AND
SETTLEMENT PROCEDURES.

                   (a)    The  provisions  of  the  Auction Procedures  will  be
      followed  by  the  Trust  Company  for  the  purpose  of  determining  the
      Applicable Rates for the DARTS.  Each periodic operation  of  such Auction
      Procedures is hereinafter referred to as an "Auction."

                   (b)    All   of  the  provisions  contained  in  the  Auction
      Procedures  and  the Settlement  Procedures  are  incorporated  herein  by
      reference in their  entirety  and  shall  be  deemed  to be a part of this
      Agreement to the same extent as if such provisions were  fully  set  forth
      herein.

                   (c)    Unless  BD  has  heretofore  done so, BD is delivering
      herewith a Purchaser's Letter executed by BD.  BD  agrees  to  act  as, to
      assume  the  obligations  of,  and  to  be  subject to the limitations and
      restrictions  placed  upon,  a  Broker-Dealer under  this  Agreement.   BD
      understands that other Persons meeting  the  requirements specified in the
      definition  of  "Broker-Dealer"  contained in Section  6.9  (a)  (vii)  of
      Article  VI  of  the  By-Laws  may execute  Broker-Dealer  Agreements  and
      Purchaser's Letters and participate  as  Broker-Dealers  in  Auctions.  BD
      agrees to handle customer orders in accordance with its respective  duties
      under applicable securities laws and rules.

                   (d)    BD   and   other  Broker-Dealers  may  participate  in
      Auctions for their own accounts,  provided  that  BD or such other Broker-
      Dealers, as the case may be, have executed and deposited  with  the  Trust
      Company  a Purchaser's Letter.  However, the Company may, by notice to  BD
      and all other  Broker-Dealers, prohibit all Broker-Dealers from submitting
      Bids in Auctions  for  their  own  account,  but  the  Broker-Dealers  may

                                       3
<PAGE>

      continue  to submit Hold and Sell Orders.  The Trust Company shall have no
      duty or responsibility to monitor the provisions of this Section 2.1 (d).

      2.2    PREPARATION FOR EACH AUCTION.

                   (a)    Not  later  than  9:30 on each Auction Date, the Trust
      Company shall advise the Broker-Dealers  by  telephone  of the 60-day "AA"
      Composite  Commercial  Paper  Rate,  The Minimum Applicable Rate  and  the
      Maximum Applicable Rate.

                   (b)    In the event that  the  Auction  Date  for any Auction
      shall be changed after the Trust Company has given notice referred  to  in
      clause  (vii)  of  paragraph  (a)  of the Settlement Procedures, the Trust
      Company, by such means as the Trust  Company deems practicable, shall give
      notice of such change to BD not later than the earlier of 9:15 A.M. on the
      new Auction Date or 9:15 on the old Auction  Date.   Thereafter,  BD shall
      promptly  notify  its  customers whom BD believes are Existing Holders  of
      shares of the DARTS of such change in Auction Date.

                   (c)    For  each  Auction  Date for which BD submits an Order
      for any Bidder which is accepted, BD shall  maintain,  for  a period of at
      least fifteen months, a list of such Holder or Holders and the  number  of
      shares  of  DARTS  held  by  each such Holder ("Holder Lists").  The Trust
      Company or the Company from time  to  time  may  request BD and each other
      Broker-Dealer to provide the Trust Company or the  Company  with  any such
      Holder Lists and/or with a list of their respective customers that  BD and
      such  Broker-Dealers  believe are Existing Holders of shares of the DARTS.
      BD shall comply with any  such  request,  and  the  Trust  Company and the
      Company shall not disclose any such information so provided  to any Person
      except as provided and in accordance with Sections 2.2 (f), 2.7 and 4.7 of
      the Trust Company Agreement.

                   (d)    The  Trust  Company  is  not  required  to accept  the
      Purchaser's Letter of any Potential Holder who wishes to submit  a Bid for
      the  first time in an Auction or any amendment to a Purchaser's Letter  of
      any  Potential   Holder  or  Existing  Holder  who  wishes  to  amend  its
      Purchaser's Letter  intending  that  such amendment is to take effect with
      respect to an Auction, unless such Purchaser's Letter or such amendment is
      received by the Trust Company by 3:00  P.M.  on the Business Day preceding
      such Auction Date.

      2.3    AUCTION SCHEDULE: METHOD OF SUBMISSION OF ORDERS.

                   (a)    The Trust Company shall conduct Auctions in accordance
      with the schedule set forth below.  Such schedule  may  be  changed by the
      Trust Company with the consent of the Company, which consent  shall not be
      unreasonably withheld.  The Trust Company shall give written notice of any
      such  change  to  BD.   Such  notice shall be received prior to the  first
      Auction Date on which any such change shall be effective.

                                       4
<PAGE>

Time on Auction Date                                     Event
--------------------                                     -----

By 9:30 A.M.                               Trust Company advises Company and
                                           Broker-Dealers of 60-day "AA"
                                           Composite Commercial Paper Rate, the
                                           Minimum Applicable Rate and the
                                           Maximum Applicable Rate as set forth
                                           in Section 2.2 (a) hereof.

Between 9:30 A.M. and 12:30 P.M.           Trust Company assembles information
                                           communicated to it by Broker-Dealers
                                           as provided in Section 6.9 (c) of
                                           Article VI of the By-Laws. Submission
                                           Deadline is 12:30 P.M. or such other
                                           time on any Auction Date as the Trust
                                           Company specifies.

After 1:00 P.M.                            Trust Company makes determinations
                                           pursuant to Section 6.9 (d) (i) of
                                           Article VI of the By-Laws.

By approximately 3:00 P.M.                 Trust Company advises Company of
                                           results of Auction as provided in
                                           Section 6.9 (d) (ii) of Article VI of
                                           the By-Laws. Submitted Bids and
                                           Submitted Sell Orders are accepted
                                           and rejected and shares of the DARTS
                                           allocated as provided in Section 6.9
                                           (e) of Article VI of the By-Laws. The
                                           Trust Company gives notice of Auction
                                           results as set forth in Section 2.4
                                           (a) hereof.

                   (b)    BD agrees to  maintain  a list of Potential Holders to
      contact the Potential Holders on such list on  or  prior  to  each Auction
      Date  for the purposes set forth in Section 6.9 of Article VI of  the  By-
      Laws, and  to  deliver  to  each  Potential Holder prior to such Potential
      Holder's initial participation in an  Auction  (i)  a  Prospectus, if such
      delivery is in the 90-day period following the date of the  Prospectus, or
      (ii) a Summary, if such delivery is thereafter.

                   (c)    BD agrees not to sell, assign or dispose of any shares
      of  the  DARTS  to  any  Person who has not delivered a signed Purchaser's
      Letter to the Trust Company.

                                       5
<PAGE>

                   (d)    BD shall submit Orders to the Trust Company in writing
      in substantially the form  attached  hereto  as Exhibit E or by electronic
      transmission of a type acceptable to the Trust  Company.   BD shall submit
      separate Orders to the Trust Company for each Potential Holder or Existing
      Holder  on  whose  behalf BD is submitting an Order and shall not  net  or
      aggregate the Orders of different Potential Holders or Existing Holders on
      whose behalf BD is submitting Orders.

                   (e)    BD  shall  deliver  to Trust Company a written notice,
      substantially in the form attached hereto  as  Exhibit  F, of transfers of
      shares  of  the  DARTS  made through BD by an Existing Holder  to  another
      Person other than pursuant  to  an  Auction  and,  subject to the terms of
      Section 2.2 (d) hereof, shall deliver or cause to be delivered the related
      Purchaser's  Letter  executed  by  such  Person  if  such Person  has  not
      previously  so  delivered or caused to be delivered a Purchaser's  Letter.
      BD shall deliver  a  written  notice,  substantially  in the form attached
      hereto  as  Exhibit  G, of the failure of any shares of the  DARTS  to  be
      transferred to or by any Person that purchased or sold shares of the DARTS
      through BD pursuant to  the Auction.  The Trust Company is not required to
      accept any notice specified  in  this  section  2.3  (e)  intended to take
      effect  with  respect  to  an Auction unless it is received by  the  Trust
      Company by 3:00 P.M. on the  business  Day  preceding  the related Auction
      Date.

                   (f)    BD  on  or prior to the Date of Original  Issue  shall
      provide the Trust Company with  a  list of the initial Existing Holders of
      the shares of the DARTS who purchased  such shares through BD, if any.  In
      order to verify the accuracy and authenticity  of  the  list  of  Existing
      Holders  so provided or the Holder Lists provided pursuant to Section  2.2
      (c), the Trust  Company  may  confirm  those lists by sending confirmation
      notices containing lists ("confirmation lists") of the Existing Holders or
      prior Holders, as the case may be, to BD  within  ten Business Days of the
      Trust Company's receipt thereof If the lists contained in any confirmation
      list  received by BD shall not conform to the original  list  of  Existing
      Holders  or  Holders  Lists  provided by BD to the Trust Company, BD shall
      notify the Trust Company of such  discrepancy  within  two  Business  Days
      after  its  receipt of the Trust Company's confirmation lists.  Subject to
      any change based  on  any discrepancy notified to the Trust Company by BD,
      the confirmation lists  sent by the Trust Company shall, in the absence of
      manifest error, be binding and conclusive on the Company and BD.

                   (g)    BD  agrees   to   handle   its  customer's  Orders  in
      accordance with its duties under applicable securities laws and rules.

      2.4    NOTICES.

                   (a)    On each Auction Date, the Trust  Company  shall notify
      BD by telephone as provided in paragraph (a) of the Settlement Procedures.
      By  approximately  10:30 A.M.  on  the  Business Day next succeeding  such
      Auction  Date,  the  Trust  Company shall notify  BD  in  writing  of  the

                                       6
<PAGE>

      disposition of all Orders submitted  by  BD  in  the  Auction held on such
      Auction Date.

                   (b)    BD  shall  notify  each Existing Holder  or  Potential
      Holder on whose behalf BD has submitted  an Order as provided in paragraph
      (b) of the Settlement Procedures and take such other action as is required
      of BD pursuant to the Settlement Procedures.

                   (c)    If the number of Dividend  Period Days is increased as
      provided in Section 6.4 (b) (i) of Article VI of  the  By-Laws,  the Trust
      Company  shall  provide BD with a form of notice of such change not  later
      than five days after  the  receipt  of  such  form  of notice by the Trust
      Company  from the Company.  BD shall mail a copy of such  notice  (at  the
      address specified  in  such  Existing Holder's Purchaser's Letter) to each
      Existing Holder which acquired  through  BD,  and, to the knowledge of BD,
      has not disposed of its shares of the DARTS, at least 10 days prior to the
      first day of the Dividend Period for which such change is to be effective.

      2.5    SERVICE CHARGE TO BE PAID TO BD.  On each Dividend Payment Date for
the  DARTS,  the  Trust Company shall pay to BD from monies  received  from  the
Company an amount equal to the product of (1) a fraction, the numerator of which
is the number of days  in the Dividend Period beginning on such Dividend Payment
Date (calculated by counting  the  first  day but excluding the last day of such
Dividend Period) and the denominator of which  is  360,  (ii)  1/4  of 1%, (iii)
$100,000 and (iv) the sum of (A) the aggregate number of the shares of the DARTS
placed  by  BD  in  such Auction that were (x) the subject of Submitted Bids  of
Existing Holders submitted  by  BD  and continued to be held as a result of such
submission and (y) the subject of Submitted  Bids of Potential Holders submitted
by  BD  and  were purchased as a result of such submission,  (B)  the  aggregate
number of shares  of  the  DARTS  subject  to valid Hold Orders submitted to the
Trust Company by BD and (C) the number of shares  of the DARTS that were covered
by Hold Orders deemed to have been submitted by Existing  Holders  and that were
acquired  by  such Existing Holders through BD.  For purposes of subclause  (iv)
(C) of the foregoing sentence, if any Existing Holder who acquired shares of the
DARTS through BD transfers those shares to another Person other than pursuant to
an Auction, then  BD  shall  continue  to be the Broker-Dealer for the shares so
transferred; PROVIDED, HOWEVER, that if  the transfer was effected by, or if the
transferee is, a Broker-Dealer other than  BD,  then  such  other  Broker-Dealer
shall be the Broker-Dealer for such shares.

      2.6    SETTLEMENT.

                   (a)    If  any  Existing  Holder  on  whose  behalf  BD   has
      submitted  a Bid or Sell Order that was accepted in whole or in part fails
      to instruct  its  Agent  Member  to  deliver  shares  of the DARTS against
      payment  therefor, BD shall instruct such Agent Member to  deliver  to  it
      such shares  against  payment therefor and BD may deliver to the Potential
      Holder on whose behalf BD submitted a Bid that was accepted in whole or in
      part a number of shares  of  the  DARTS  that  is  less than the number of

                                       7
<PAGE>

      shares  of  the  DARTS  specified  in  such Bid to the purchaser  by  such
      Potential Holder.  Notwithstanding the foregoing terms of this Section 2.6
      (a), any delivery or non-delivery of shares  of DARTS which represents any
      departure  from  the  results of an Auction, as determined  by  the  Trust
      Company, shall be of no  effect  unless  and until the Trust Company shall
      have  been notified of such delivery or non-delivery  in  accordance  with
      Section 2.3 (e) hereof.  The Trust Company shall have no duty or liability
      with respect to enforcement of this Section 2.6 (a).

                   (b)    Neither  the  Trust Company nor the Company shall have
      any responsibility or liability with respect to the failure of an Existing
      Holder,  a  Potential Holder or its respective  Agent  Member  to  deliver
      shares of the  DARTS  or  to pay for shares of the DARTS sold or purchased
      pursuant to the Auction Procedures or otherwise.

      2.7    DISBURSEMENT OF ADDITIONAL  DIVIDENDS.  If the Company provides the
Trust Company and BD with a notice of its  intent  to  pay  Additional Dividends
substantially  in  the  form  set  forth  in  Exhibit H hereto with  appropriate
insertions (the "Additional Dividend Notice"),  and  not  later than noon on the
Business  day  immediately  preceding  the  Additional  Dividend   Payment  Date
specified in such notice, the Trust Company or the Company irrevocably  deposits
with BD sufficient funds for the payment of such Additional Dividends, BD  shall
disburse such funds to Existing Holders and former Holders in the amounts and in
accordance  with  instructions  specified in the Additional Dividend Notice.  BD
shall have no duty or liability with  respect  to this Section 2.7 other than to
disburse the amounts received by it from the Trust Company or the Company in the
manner specified in the Additional Dividend Notice.

3.    THE TRUST COMPANY.

      3.1    DUTIES AND RESPONSIBILITIES.

                   (a)    The Trust Company is acting  solely  as  agent  of the
      Company  hereunder  and  owes  no  fiduciary duties to any other Person by
      reason of this Agreement.

                   (b)    The Trust Company  undertakes  to  perform such duties
      and only such duties as are specifically set forth in this  Agreement, and
      no  implied  covenants  or  obligations  shall be read into this Agreement
      against the Trust Company.

                   (c)    In the absence of bad faith or negligence on its part,
      the Trust Company shall not be liable for  any  action  taken, suffered or
      omitted or for any error of judgment made by it in the performance  of its
      duties  under  this  Agreement.  The Trust Company shall not be liable for
      any error of judgment  made  in  good faith unless the Trust Company shall
      have been negligent in ascertaining the pertinent facts.

                                       8
<PAGE>

      3.2    RIGHTS OF THE TRUST COMPANY.

                   (a)    The Trust Company  may  rely and shall be protected in
      acting or refraining from acting upon any communication authorized by this
      Agreement  and upon any written instruction, notice,  request,  direction,
      consent, report,  certificate,  share  certificate  or  other  instrument,
      paper, or document believed by it to be genuine.  The Trust Company  shall
      not  be  liable  for acting upon any telephone communication authorized by
      this Agreement which the Trust Company believes in good faith to have been
      given by the Company  or by a Broker-Dealer.  The Trust Company may record
      by tape or otherwise telephone communications with the Broker-Dealers.

                   (b)    The  Trust  Company  may  consult with counsel and the
      advice  of  such  counsel  shall  be full and complete  authorization  and
      protection in respect of any action  taken,  suffered  or  omitted  by  it
      hereunder in good faith and in reliance thereon.

                   (c)    The  Trust  Company  shall not be required to advance,
      expend  or risk its own funds or otherwise  incur  or  become  exposed  to
      financial liability in the performance of its duties hereunder.

                   (d)    The  Trust Company may perform its duties and exercise
      its rights hereunder either directly or by or through agents or attorneys.

      3.3    TRUST  COMPANY'S  DISCLAIMER.    The   Trust   Company   makes   no
representation as to the validity or adequacy of this Agreement or the shares of
the DARTS.

4.    MISCELLANEOUS.

      4.1    TERMINATION.  Either party may terminate this Agreement at any time
on  five  days'  notice  to  the  other  party.   This Agreement shall terminate
automatically upon termination of the Trust Company Agreement.

      4.2    AGENT MEMBER.  At the date hereof BD is,  and  shall remain for the
terms  of  this  Agreement,  a  participant  in,  or  member of, the  Securities
Depository.

      4.3    COMMUNICATIONS.  Except for (i) communications  authorized to be by
telephone by this Agreement or the Auction Procedures or (ii)  communications in
connection  with  the  Auctions (other than those expressly required  to  be  in
writing),  all  notices, requests  and  other  communications  to  either  party
hereunder shall be  in writing (including telecopy or similar writing) and shall
be given to such party, addressed to it, at its address or telecopier number set
forth below:

                                       9
<PAGE>

If to BD:                                          J.P. Morgan
addressed:                                         60 Wall Street
                                                   New York, NY 10260
                                   Attention:      Kevin C. O'Connor
                                   Telecopier No:  212-648-5628
                                   Telephone No:   212-648-0947

If to the Auction Agent:                           Bankers Trust Company
                                                   4 Albany Street
                                                   New York, New York 10005
                                                   Attn: Linda Reale
                                                   Telecopier No: (212) 250-1502
                                                   Telephone No: (212) 250-6850

or  such other address,  telephone  or  telecopier  number  as  such  party  may
hereafter  specify  for  such  purpose  by notice to the other party.  Each such
notice, request or communication shall be  effective (i) if given by telex, when
such  telex  is  transmitted  to  the  telex number  specified  herein  and  the
appropriate answer back is received or (ii)  if  given  by any other means, when
delivered at the address specified herein.  Communications  shall  be  given  on
behalf of BD by a BD Officer and on behalf of the Trust Company by an Authorized
Officer.  BD may record telephone communications with the Trust Company.

      4.4    ENTIRE  AGREEMENT.   This  Agreement  contains the entire agreement
between  the parties relating to the subject matter hereof,  and  there  are  no
other representations,  endorsements,  promises,  agreements  or understandings,
oral,  written or inferred, between the parties relating to the  subject  matter
hereof.

      4.5    BENEFITS.   Nothing  in  this  Agreement, express or implied, shall
give to any person, other than the Company, the  Trust  Company and BD and their
respective successors and assigns any benefits of any legal  or equitable right,
remedy or claim under this Agreement.

      4.6    AMENDMENT; WAIVER.

                   (a)    This Agreement shall not be deemed or  construed to be
      modified,  amended,  rescinded, canceled or waived, in whole or  in  part,
      except by a written instrument  signed  by duly authorized representatives
      of the parties hereto.

                   (b)    Failure of either party  to this Agreement to exercise
      any right or remedy hereunder in the event of  a  breach of this Agreement
      by  the other party shall not constitute a waiver of  any  such  right  or
      remedy with respect to any subsequent breach.

      4.7    SUCCESSORS  AND  ASSIGNS.   This  Agreement  shall be binding upon,
inure  to the benefit of, and be enforceable by, the respective  successors  and
assigns of BD and the Trust Company.

                                       10
<PAGE>

      4.8    SEVERABILITY.    If  any  clause,  provision  or  Section  of  this
Agreement shall be ruled invalid  or  unenforceable  by  any  court of competent
jurisdiction,  the invalidity or unenforceability of such clause,  provision  or
Section shall not  affect  any of the remaining clauses, provisions and sections
hereof.

      4.9    EXECUTION IN COUNTERPARTS.   This  Agreement  may  be  executed  in
several  counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

5.    GOVERNING LAW.  This Agreement shall be governed by and construed in

accordance with the laws of the State of New York.

IN WITNESS  WHEREOF,  the  parties  hereto have caused this Agreement to be duly
executed and delivered by their proper  and  duly  authorized officers as of the
date first above written.

                                       BANKERS TRUST COMPANY

                                       By: /s/ Tony Gomez
                                           ---------------------------
                                           Name:  Tony Gomez
                                           Title: Associate


                                       J.P. Morgan

                                       By: /s/ Kevin O'Connor
                                           ---------------------------
                                           Name:  Kevin O'Connor
                                           Title: Vice President

</TEXT>
</DOCUMENT>
