


         Provisions of New York Business Corporation Law
                 with respect to Indemnification
                    of Directors and Officers


     Section 721.  Nonexclusivity of Statutory Provisions for Indemnification 
of Directors and Officers.  The indemnification and advancement of expenses
granted pursuant to, or provided by, this article shall not be deemed 
exclusive of any other rights to which a director or officer seeking 
indemnification or advancement of expenses may be entitled, whether contained
in the certificate of incorporation or the bylaws or, when authorized by such
certificate of incorporation or bylaws, (i) a resolution of shareholders, 
(ii) a resolution of directors, or (iii) an agreement providing for such 
indemnification, provided that no indemnification may be made to or on behalf
of any director or officer if a judgment or other final adjudication adverse
to the director or officer establishes that his acts were committed in bad 
faith or were the result of active and deliberate dishonesty and were material
to the cause of action so adjudicated, or that he personally gained in fact 
a financial profit or other advantage to which he was not legally entitled. 
Nothing contained in this article shall affect any rights to indemnification
to which corporate personnel other than directors and officers
may be entitled by contract or otherwise under law.


