<DOCUMENT>
<TYPE>EX-99.2H
<SEQUENCE>8
<FILENAME>nb535537.txt
<DESCRIPTION>EXHIBIT 99.2H2 MSTR AGRMN UUNDERWRITERS
<TEXT>
                       MASTER AGREEMENT AMONG UNDERWRITERS
                       -----------------------------------

                                                                  April 15, 1985

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
Merrill Lynch 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  information 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, that  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  arc
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

<PAGE>

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 Merrill Lynch,  Pierce,  Fenner & Smith
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
Merrill  Lynch,  Pierce,  Fenner & Smith  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,

                                      2


<PAGE>

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

                                       3

<PAGE>

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  Merrill  Lynch,  Pierce,  Fenner & Smith  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

                                       4

<PAGE>

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 so 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  arc  purchased  by you in the open  market or  otherwise  during a period

                                       5

<PAGE>

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-alloted  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  10b-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

                                       6

<PAGE>

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  Merrill  Lynch,  Pierce,  Fenner & Smith
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

                                       7

<PAGE>

connection therewith and may 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,  it
territories  or its  possessions  or to  persons  who are  nationals  thereof or
residents  therein (except that we may participate in sales so 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  at 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 arc
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

                                       8

<PAGE>

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 find  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 asserts a claim (including any commenced or threatened investigation

                                       9

<PAGE>

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 non-defaulting 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.


                                       10

<PAGE>

      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  over-alloted,  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 continued 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 so us at our address appearing below.

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

                                       11

<PAGE>

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.

Merrill Lynch, Pierce, Fenner & Smith
           Incorporated


By:____________________________
      Name: Fred F. Hessinger


                                       12

</TEXT>
</DOCUMENT>
