<DOCUMENT>
<TYPE>EX-99.D.3
<SEQUENCE>5
<FILENAME>y93068a2exv99wdw3.txt
<DESCRIPTION>FORM OF SUBSCRIPTION AGENT AGREEMENT
<TEXT>
<PAGE>
                                                                               .
                                                                               .
                                                                               .


                                                               EXHIBIT (2)(D)(3)

[COLBENT LOGO]


                             THE COLBENT CORPORATION
                                   -PROPOSAL-

A.       FEES FOR SERVICES*


<TABLE>
<CAPTION>
  FEE                                                          SERVICE PROVIDED
  ---                                                          ----------------

<S>                                                     <C>
$5000.00                                                Project Management Fee
$1.00                                                   Per subscription form issued and mailed
$6.00                                                   Per subscription form processed (registered and
                                                        beneficial)
$6.50                                                   Per defective subscription form received
$7.50                                                   Per notice of guaranteed delivery received
$1.00                                                   Per broker split certificate issued
$1.50                                                   Per sale of right (if applicable)
$2.25                                                   Per invoice mailed (if applicable)
$.75                                                    Per refund check issued and mailed (if applicable)
$3.00                                                   Per solicitation check processed and mailed (if
                                                        applicable)
$6.00                                                   Per withdrawal of subscription certificate (if
                                                        applicable)
$1500.00                                                Per Pro-ration (if applicable)
$1500.00                                                Per offer extension
$5000.00                                                Minimum charge should the project be cancelled for
                                                        any reason prior to the mailing of the subscription form
</TABLE>

* EXCLUDES OUT-OF-POCKET EXPENSES AS DESCRIBED IN SECTION C, "ITEMS NOT COVERED"

                             THE COLBENT CORPORATION
                                  CONFIDENTIAL
<PAGE>
B.       SERVICES COVERED

         -        Designate an operational team to carry out Subscription Agent
                  duties, including document review and execution of legal
                  agreement, review of subscription forms and communication
                  materials, project management and on-going project updates and
                  reporting.

         -        Calculating Rights to be distributed to each shareholder and
                  printing shareholder information on the subscription form.

         -        Issuing subscription forms, and causing forms to be mailed to
                  registered shareholders.

         -        Tracking and reporting the number of exercises made, as
                  required.

         -        Processing Rights received and exercised.

         -        Deposit participant checks daily and forward all participant
                  funds to Fund at the end of the offering period.

         -        Providing receipt summation of checks received.

         -        Issuing/ Printing (if applicable,) and mailing stock
                  certificates and/or checks.

         -        Interfacing with the Information Agent.

         -        Calculating, issuing and mailing of proration and/or
                  over-subscription checks if applicable.

         -        Calculating, issuing and mailing of solicitation checks if
                  applicable.

C.       ITEMS NOT COVERED

         -        Items not specified in the "Services Covered" section set
                  forth in this Agreement, including any services associated
                  with new duties, legislation or regulatory fiat which become
                  effective after the date of this Agreement (these will be
                  provided on an appraisal basis)

         -        All out-of-pocket expenses such as telephone line charges,
                  certificates, checks, postage, stationary, wire transfers and
                  excess material disposal (these will be billed as incurred)

         -        Reasonable legal review fees if referred to outside counsel.

         -        Overtime charges assessed in the event of late delivery of
                  material for mailings unless the target mail date is
                  rescheduled.

D.       ASSUMPTIONS

         -        Proposal based upon document review and information known at
                  this time about the transaction.

         -        Significant changes made in the term or requirements of this
                  transaction could require modifications to this proposal.

         -        Proposal must be executed prior to the initial mailing.

         -        Company responsible for printing of materials (Rights Card,
                  Prospectus and ancillary documents).

         -        Material to be mailed to shareholders must be received no less
                  than five (5) business days prior to the start of the mailing
                  project.

         -        No interest shall accrue to the company or the shareholders.

                             THE COLBENT CORPORATION
                                  CONFIDENTIAL
<PAGE>
E.       PAYMENT FOR SERVICES

         -        The Project Management Fee will be rendered and payable upon
                  the effective date of the transaction. An invoice for any
                  out-of-pocket and per items fees realized will be rendered and
                  payable on a monthly basis, except for postage expenses in
                  excess of $5,000.00. Funds for such mailing expenses must be
                  received one (1) business day prior to the scheduled mail
                  date.

THE COLBENT CORPORATION

By:                                                       By:
        --------------------------------                        --------------
        Carmine C. Chirichiello


Title:  President, The Colbent Corporation                Title:
        --------------------------------                        --------------


Date:                                                     Date:
        --------------------------------                        --------------

                             THE COLBENT CORPORATION
                                  CONFIDENTIAL

</TEXT>
</DOCUMENT>
