<DOCUMENT>
<TYPE>EX-99.2H
<SEQUENCE>9
<FILENAME>nb535533.txt
<DESCRIPTION>EXHIBIT 99.2H(3) MASTER SELECTED DEALER AGREEMENT
<TEXT>

                                                           REVISED JULY 16, 2001

[GRAPHIC OMITTED]             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.

     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

<PAGE>

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.

     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.

                                       2
<PAGE>

      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:  Mario Patella


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)



                                       3

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