<DOCUMENT>
<TYPE>EX-99.13
<SEQUENCE>22
<FILENAME>jeffries-bd_agmt.txt
<DESCRIPTION>EXHIBIT 99.13(F)
<TEXT>
                            BROKER-DEALER AGREEMENT

                                    between

                      DEUTSCHE BANK TRUST COMPANY AMERICAS

                                      and

                                JEFFERIES & CO.

                           Dated as of April 7, 2003

                                  Relating to

                   DUTCH AUCTION RATE TRANSFERABLE SECURITIES

                                PREFERRED STOCK

                                  SERIES A & B

                                       Of

                 JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II


<PAGE>

      BROKER-DEALER  AGREEMENT  dated  as of April 7, 2003 between Deutsche Bank
Trust Company Americas, 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  Jefferies  &  Co.,  a California 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 Deutsche Bank Trust
Company Americas 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.

      (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.

<PAGE>

      (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 John Hancock 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:

      (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

<PAGE>

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 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

                                       3

<PAGE>

      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.

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.

                                       4
<PAGE>

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.

      (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

                                       5
<PAGE>

      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 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 (i) 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

                                       6
<PAGE>

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 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.

                                       7
<PAGE>

      (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.

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:

                                       8
<PAGE>

If to BD:                Jefferies & Co.
addressed:               520 Madison Avenue
                         11th Floor
                         New York, NY 10022
                         Attention: Tony Russo
                         Telecopier No: 212-284-1790
                         Telephone No: 212-284-1795

If to the Auction Agent: Deutsche Bank Trust Company Americas
                         280 Park Avenue
                         New York, New York 10017
                         Attn: Linda Reale
                         Telecopier No: (212) 454-2033
                         Telephone No: (212) 454-4039

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.

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.

                                       9
<PAGE>

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.

                                     Deutsche Bank Trust Company Americas



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



                                     Jefferies & Co.



                                     By  /s/ Anthony J. Russo
                                     ------------------------------------
                                        Name:   Anthony J. Russo
                                        Title:  Managing Director

                                       10
</TEXT>
</DOCUMENT>
