1

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  SCHEDULE 13D
                         UNDER THE EXCHANGE ACT OF 1934

                          First PacTrust Bancorp, Inc.
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                          COMMON STOCK, $.01 PAR VALUE
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    33589V101
 -------------------------------------------------------------------------------
                                 (CUSIP Number)

                         Richard J. Perry, Jr., Esquire
                            Perry & Associates, P.C.
                           1826 Jefferson Place, N.W.
                             Washington, D.C.  20036
                                 (202) 775-8109
 -------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
                                 Communications)

                                 October 9, 2002
 -------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box.[ ]

NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See 240.13d-7(b) for other
parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                                        Exhibit Index at page 16

Page 1 of 82

    2

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY).

               Financial Institution Partners II, L.P. / 36-4131559

- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS (See Instructions)

               WC
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e) [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH
                    107,850 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    107,850 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    107,850 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    2.0%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    PN
- -------------------------------------------------------------------------------

Page 2 of 82

    3

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY).

               Hovde Capital, L.L.C. / 91-1825712
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Nevada
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH(1)
                    107,850 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    107,850 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    107,850 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    2.0%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    OO
- -------------------------------------------------------------------------------
(1)  Of the 107,850 Shares beneficially owned by Hovde Capital, L.L.C., 107,850
are as general partner of Financial Institution Partners II, L.P.

Page 3 of 82

    4

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY).

               Financial Institution Partners III, L.P. / 52-2199979
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               WC
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH
                    105,850 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    105,850 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    105,850 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    2.0%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    PN
- -------------------------------------------------------------------------------

Page 4 of 82

    5

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY)

               Financial Institution Partners, L.P. / 52-1899611
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               WC
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH
                    34,000 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    34,000 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    34,000 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    0.6%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    PN
- -------------------------------------------------------------------------------

Page 5 of 82

    6

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY)

               Financial Institution Partners, Ltd. / N/A
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               WC
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: Cayman Islands
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH
                    22,300 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    22,300 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    22,300 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    0.4%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    PN
- -------------------------------------------------------------------------------

Page 6 of 82

    7

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAME OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY)

               Hovde Capital Advisors LLC / 03-0430205
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               Organized: State of Delaware
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH(4)
                    162,150 shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    162,150 shares
               ----------------------------------------------------------------
     11.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    162,150 shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    2.0%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    OO
- -------------------------------------------------------------------------------
(4)  The 162,150 shares beneficially owned by Hovde Capital Advisors LLC are as
Investment Manager of Financial Institution Partners III, L.P., Financial
Institution Partners, L.P., and Financial Institution Partners, Ltd., the direct
owners.

Page 7 of 82

    8

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY)

               Eric D. Hovde
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e). [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               USA
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH(5)
                    270,000 Shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    270,000 Shares
               ----------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    270,000 Shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
                    5.1%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
                    IN
- -------------------------------------------------------------------------------
(5)   Of the 270,000 Shares beneficially owned by Eric D. Hovde, 107,850 are  as
Chairman, Chief Executive Officer, and managing member of Hovde Capital, L.L.C.,
the  General  Partner  of Financial Institution Partners II,  L.P.,  the  direct
owner,  and 162,150 are as a Managing Member of Hovde Capital Advisors LLC,  the
Investment  Manager  of  Financial Institution  Partners  III,  L.P.,  Financial
Institution Partners, L.P., and Financial Institution Partners, Ltd., the direct
owners.

Page 8 of 82

    9

- -------------------------------------------------------------------------------
CUSIP NUMBER   33589V101
- -------------------------------------------------------------------------------
            
     1.        NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
               PERSONS (ENTITIES ONLY)

               Steven D. Hovde
- -------------------------------------------------------------------------------
     2.        CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
               (a)X
               (b)
- -------------------------------------------------------------------------------
     3.        SEC Use Only

- -------------------------------------------------------------------------------
     4.        SOURCE OF FUNDS

               AF
- -------------------------------------------------------------------------------
     5.        CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
               ITEMS 2(d) AND 2(e) [  ]

- -------------------------------------------------------------------------------
     6.        CITIZENSHIP OR PLACE OF ORGANIZATION

               USA
- -------------------------------------------------------------------------------
NUMBER OF      7.   SOLE VOTING POWER
SHARES
BENEFICIALLY
OWNED BY            0
EACH           ----------------------------------------------------------------
REPORTING      8.   SHARED VOTING POWER
PERSON WITH(6)
                    270,000 Shares
               ----------------------------------------------------------------
               9.   SOLE DISPOSITIVE POWER

                    0
               ----------------------------------------------------------------
               10.  SHARED DISPOSITIVE POWER

                    270,000 Shares
               ----------------------------------------------------------------
     11.  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    270,000 Shares
- -------------------------------------------------------------------------------
     12.       CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
               SHARES. [  ]
- -------------------------------------------------------------------------------
     13.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
               5.1%
- -------------------------------------------------------------------------------
     14.       TYPE OF REPORTING PERSON
               IN
- -------------------------------------------------------------------------------
(6)  Of the 270,000 Shares beneficially owned by Steven D. Hovde, 107,850 are as
President, Treasurer, and managing member of Hovde Capital, L.L.C., the  General
Partner  of  Financial  Institution Partners II, L.P.,  the  direct  owner,  and
162,150  are as a Managing Member of Hovde Capital Advisors LLC, the  Investment
Manager  of  Financial  Institution Partners III,  L.P.,  Financial  Institution
Partners, L.P., and Financial Institution Partners, Ltd., the direct owners.

Page 9 of 82

    10

Item 1.  Security and Issuer

     The  class of security to which this statement relates is the common stock,
$0.01 par value, of First PacTrust Bancorp, Inc. (the "Issuer").  The address of
the  principal executive offices of the Issuer is 610 Bay Blvd, Chula Vista,  CA
91910.

Item 2.  Identity and Background

     The  persons  filing this statement are Financial Institution Partners  II,
L.P.,  Financial Institution Partners III, L.P., Financial Institution Partners,
L.P.,  Financial Institution Partners, Ltd. (the "Limited Partnerships"),  Hovde
Capital,  L.L.C.  (the  "General  Partner"), Hovde  Capital  Advisors  LLC  (the
"Investment  Manager"), Eric D. Hovde, and Steven D. Hovde who are  collectively
referred  to  herein as the "Reporting Persons."  The Limited  Partnerships  are
Delaware  limited  partnerships  (with the exception  of  Financial  Institution
Partners,  Ltd.  which is a Cayman Islands limited partnership) formed  for  the
purpose  of  investing in, among other things, the equity securities of  various
financial institutions and financial services companies. Hovde Capital,  L.L.C.,
a  Nevada  limited  liability  company, is  the  general  partner  of  Financial
Institution  Partners II, L.P. Hovde Capital Advisors LLC,  a  Delaware  limited
liability  company, is the Investment Manager of Financial Institution  Partners
III,  L.P.,  Financial  Institution Partners, L.P.,  and  Financial  Institution
Partners, Ltd., the direct owners.

     Eric  D.  Hovde and Steven D. Hovde each hold beneficial interests  in  the
Shares  through  ownership  of an interest in, and  positions  as  officers  and
members  of the General Partner and the Investment Manager.  Eric D.  Hovde  and
Steven  D.  Hovde are also directors and executive officers of Hovde  Financial,
Inc. ("Hovde Financial").  Hovde Financial does not beneficially own any of  the
Shares.

     Attached  as  Schedule 1 hereto and incorporated by reference herein  is  a
list containing the principal business and the address of its principal business
and  offices  for the Limited Partnerships, General Partner and  the  Investment
Manager  as well as information required by (a) through (f) of this Item  as  to
each  executive  officer,  director and/or controlling  person  of  the  General
Partner  and Investment Manager who are Reporting Persons.  The General  Partner
controls  Financial  Institution Partners II, L.P., and the  Investment  Manager
controls   Financial  Institution  Partners  III,  L.P.,  Financial  Institution
Partners, L.P., and Financial Institution Partners, Ltd.

     None  of  the  Reporting  Persons  or  executive  officers,  directors   or
controlling  persons of the General Partner or Investment Manager  have,  during
the  last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or been a party to a civil proceeding  of  a
judicial  or  administrative body of competent jurisdiction and as a  result  of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding of any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

     Information regarding the source and amount of funds used by the  Reporting
Persons  in  acquiring  beneficial ownership of their Shares  is  set  forth  in
Schedule 2 attached hereto and incorporated herein by reference.

Item 4.  Purpose of Transaction

     The  Reporting Persons have acquired the Shares for investment purposes and
as set forth below:

     Each  of the Reporting Persons may independently acquire additional  Shares
or dispose of some or all of its Shares.

     The  Reporting  Persons  expect  to evaluate  on  an  ongoing  basis  their
investment  in  the  Issuer, and may independently from  time  to  time  acquire
additional  Shares,  dispose of Shares or formulate  other  purposes,  plans  or
proposals  regarding the Issuer or the Shares held by the Reporting  Persons  in
addition to those discussed above.  Any such acquisitions or dispositions may be
made,  subject  to  applicable  law,  in open  market  or  privately  negotiated
transactions or otherwise.

     Except  as  described  above, neither the Reporting  Persons  nor,  to  the
knowledge  of  the  Reporting Persons, any of the persons named  in  Schedule  1
hereto have any plans or proposals which relate to or would result in any of the
actions  or  transactions specified in clauses (a) through  (j)  of  Item  4  of
Schedule 13D.

Page 10 of 82

    11

Item 5.  Interest in Securities of the Issuer

     (a),  (b)   Schedule  3 hereto, which is incorporated by reference  herein,
sets forth, as of October 18, 2002, information relating to the aggregate number
of  Shares  of  the Issuer and the percentage of the outstanding Shares  of  the
Issuer as of such date (based upon information provided by the Issuer, there are
5,290,000  Shares  outstanding as of that date) as  to  each  of  the  Reporting
Persons.  With respect to the Shares set forth on Schedule 3, by virtue of their
control  over  the  Limited  Partnerships, all decisions  regarding  voting  and
disposition  of  the Shares beneficially owned by the Limited  Partnerships  are
made by the General Partner or Investment Manager, as applicable, acting through
its  chief  executive  officer, president, or managing  member.   As  such,  the
Limited  Partnerships  and  the  General  Partner  or  Investment  Manager,   as
applicable,  share  voting  and investment power with  respect  to  the  Shares.
Therefore, as a result of their ownership interest in, and positions as  members
and  officers of the General Partner and Investment Manager, Eric D.  Hovde  and
Steven  D.  Hovde  may  be deemed to have beneficial ownership  of  the  Shares.
Neither  the  General  Partner  nor  the  Investment  Manager,  their  executive
officers,  or  controlling persons beneficially owns any  Shares  personally  or
otherwise.

     (c)   Schedule  4  hereto,  which  is  incorporated  by  reference  herein,
describes,  as  of October 18, 2002, transactions in the Shares effected  during
the past sixty (60) days.

     (d)  None.

     (e)  Not Applicable.

Item  6.   Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.

     None.

Page 11 of 82

    12

Item 7.  Materials to be filed as Exhibits

Exhibit A -    Consent Agreement pursuant to 17 C.F.R.  13d-1(k)(1)(iii)
Exhibit B -    Addendum to Banc of America Securities LLC
               Customer Agreement
Exhibit C -    Account Agreement between Banc of America Securities LLC and
               Financial Institution Partners II, L.P.
Exhibit D -    Prime Broker Agreement between Banc of America Securities LLC
               and Financial Institution Partners II, L.P.
Exhibit E -    Partnership Agreement between Banc of America Securities LLC and
               Financial Institution Partners II, L.P.
Exhibit F -    Options Agreement between Morgan Stanley & Co. Incorporated and
               Financial Institution Partners III, L.P.
Exhibit G -    Customer Prime Broker Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners III, L.P.
Exhibit H -    Master Securities Loan Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners III, L.P.
Exhibit I -    Account Control Agreement between Morgan Stanley Co. Incorporated
               and Financial Institution Partners III, L.P.
Exhibit J -    Options Agreement between Morgan Stanley & Co. Incorporated and
               Financial Institution Partners, L.P.
Exhibit K -    Customer Prime Broker Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners, L.P.
Exhibit L -    Master Securities Loan Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners, L.P.
Exhibit M -    Account Control Agreement between Morgan Stanley Co. Incorporated
               and Financial Institution Partners, L.P.
Exhibit N -    Options Agreement between Morgan Stanley & Co. Incorporated and
               Financial Institution Partners, Ltd.
Exhibit O -    Customer Prime Broker Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners, Ltd.
Exhibit P -    Master Securities Loan Agreement between Morgan Stanley Co.
               Incorporated and Financial Institution Partners, Ltd.
Exhibit Q -    Account Control Agreement between Morgan Stanley Co. Incorporated
               and Financial Institution Partners, Ltd.

                                   Signatures

     After reasonable inquiry and to the best of his/its knowledge and belief,
each of the undersigned Reporting Persons certifies that the information set
forth in this statement with respect to him/it is true, complete and correct.

                         FINANCIAL INSTITUTION PARTNERS II, L.P., by its
                         General Partner, HOVDE CAPITAL, L.L.C.

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         HOVDE CAPITAL, L.L.C.

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         FINANCIAL INSTITUTION PARTNERS III, L.P., by its
                         General Partner, HOVDE CAPITAL, LTD.

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         FINANCIAL INSTITUTION PARTNERS, L.P., by its
                         General Partner, HOVDE CAPITAL IV, LLC

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         FINANCIAL INSTITUTION PARTNERS, LTD., by its
                         General Partner, HOVDE CAPITAL OFFSHORE LLC

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         HOVDE CAPITAL ADVISORS LLC

                         By:  /s/ Richard J. Perry, Jr.
                         -------------------------------------------------
                              Richard J. Perry, Jr.
                         Its: Secretary

                         ERIC D. HOVDE

                         /s/ Eric D. Hovde
                         -------------------------------------------------

                         STEVEN D. HOVDE

                         /s/ Steven D. Hovde
                         -------------------------------------------------

Dated:    10/18/02

Page 12 of 82

    13

                                   Schedule 1

                    INFORMATION RELATING TO REPORTING PERSONS

                                   Principal Business and
                                   Address of Principal Business
Name                               or Principal Office
- ----                               ------------------------------

Financial Institution              Limited partnership formed to
Partners II, L.P.                  make investments primarily in equity
                                   securities of financial institutions and
                                   financial services companies.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Delaware

Hovde Capital, L.L.C.              Limited liability company formed to serve as
                                   the general partner of Financial Institution
                                   Partners II, L.P.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Nevada

Financial Institution              Limited partnership formed to
Partners III, L.P.                 make investments primarily in equity
                                   securities of financial institutions and
                                   financial services companies.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Delaware

Financial Institution              Limited partnership formed to
Partners, L.P.                     make investments primarily in equity
                                   securities of financial institutions and
                                   financial services companies.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Delaware

Financial Institution              Cayman Islands Exempted Company formed to
Partners, Ltd.                     make investments primarily in equity
                                   securities of financial institutions and
                                   financial services companies.

                                   Bank of Bermuda (Cayman) Limited
                                   36C Bermuda House, British American Centre
                                   Dr. Roy's Drive, P.O. Box 513 GT
                                   Georgetown, Grand Cayman, Cayman Islands
                                   Organized: Cayman Islands

Hovde Capital Advisors LLC         Limited liability company and registered
                                   investment adviser formed to serve as an
                                   investment manager.

                                   1824 Jefferson Place, N.W.
                                   Washington, D.C. 20036
                                   Organized: State of Delaware

    INFORMATION RELATING TO EXECUTIVE OFFICERS, DIRECTORS AND/OR CONTROLLING
                                     PERSONS

NAME                          PRINCIPAL OCCUPATION
ADDRESS                       BUSINESS ADDRESS              CITIZENSHIP
- -------                       --------------------          -----------
                                                      
Steven D. Hovde(5)            Investment banker             U.S.
1629 Colonial Parkway         Hovde Financial, Inc.
Inverness, Illinois 60067     1629 Colonial Parkway
                              Inverness, Illinois 60067
                              Investment banking firm

Eric D. Hovde (6)             Portfolio Manager             U.S.
1826 Jefferson Place, N.W.    Hovde Capital Advisors LLC
Washington, D.C. 20036        1824 Jefferson Place, N.W.
                              Washington, D.C. 20036
                              Registered Investment Adviser

- -------------------------------------------------------------------------------
(5) Steven D. Hovde is affiliated with the following Reporting Persons:
President, Treasurer and Managing Member of Hovde Capital, L.L.C.
Managing Member of Hovde Capital Advisors LLC

(6) Eric D. Hovde is affiliated with the following Reporting Persons:
Chairman, Chief Executive Officer and Managing Member of Hovde Capital, L.L.C.
Managing Member of Hovde Capital Advisors LLC

Page 13 of 82

    14

                                   SCHEDULE 2

     The following table sets forth the amount and source of funds used by each
Reporting Person in acquiring the Shares beneficially owned by it.

                                        Amount
                                        Originally
                    Total               Financed/           Source of
Name                Consideration       Current Balance     Funds
- -------------------------------------------------------------------------------

Financial           $1,551,580.35       $0                  Working Capital
Institution
Partners II, L.P.

Hovde Capital,      $1,551,580.35       $0                  Working Capital
L.L.C.                                                      Of Affiliate

Financial           $1,522,432.35       $0                  Working Capital
Institution
Partners III, L.P.

Financial           $  481,634.00       $0                  Working Capital
Institution
Partners, L.P.

Financial           $  319,581.30       $0                  Working Capital
Institution
Partners. Ltd.

Hovde Capital       $2,323,647.65       $0                  Working Capital
Advisors LLC                                                Of Affiliates

- -------------------------------------------------------------------------------

Page 14 of 82

    15

                                   SCHEDULE 3

      The  following table sets forth the number and approximate  percentage  of
Shares  beneficially  owned  by  each of the Reporting  Persons.   Each  of  the
Reporting Persons has shared power to vote or to direct the vote and to  dispose
or  to direct the disposition of the Shares of which each of them, respectively,
possesses beneficial ownership.

                                                            Approximate
Name                          Number of Shares              Percentage
- ----                          ----------------              -----------

Financial Institution         107,850                       2.0%
Partners II, L.P.

Hovde Capital, L.L.C.         107,850                       2.0%

Financial Institution         105,850                       2.0%
Partners III, L.P.

Financial Institution          34,000                       0.6%
Partners, L.P.

Financial Institution          22,300                       0.4%
Partners, Ltd.

Hovde Capital Advisors LLC    162,150                       3.1%

Eric D. Hovde                 270,000                       5.1%

Steven D. Hovde               270,000                       5.1%
- -------------------------------------------------------------------------------

Aggregate Shares Held by      270,000                       5.1%
Reporting Persons

Page 15 of 82

    16

                                   SCHEDULE 4

Description of Transactions in Shares Effected Within 60 Days.

The Reporting Persons have effected the following transactions in the Shares
within sixty (60) days and all subsequent days up to and including October 18,
2002:

- -------------------------------------------------------------------------------
               Transaction    Number of Transaction    Transaction    Broker
               Date           Shares    Price          Type
- -------------------------------------------------------------------------------

Financial      08/23/02       81,850    $14.33         Buy            SALI
Institution
Partners
II, L.P.

Financial      08/29/02       26,000    $14.56         Buy            ANPC
Institution
Partners
II, L.P.

Financial      08/23/02       81,850    $14.33         Buy            ANPC
Institution
Partners
III, L.P.

Financial      08/29/02       24,000    $14.56         Buy            ANPC
Institution
Partners
III, L.P.

Financial      08/23/02       14,000    $14.33         Buy            ANPC
Institution
Partners,
L.P.

Financial      10/09/02       20,000    $14.05         Buy            ANPC
Institution
Partners,
L.P.

Financial      08/23/02       22,300    $14.33         Buy            ANPC
Institution
Partners,
Ltd.

- -------------------------------------------------------------------------------

                                  EXHIBIT INDEX

                                                                      Page

Exhibit A -    Consent Agreement to 17 C.F.R. 13d-1(k)(1)(iii)       17

Exhibit B -    Addendum to Banc of America Securities LLC             18
               Customer Agreement

Exhibit C -    Customer Agreement between Banc of America             19
               Securities LLC and Financial Institution
               Partners II, L.P.

Exhibit D -    Prime Broker Agreement between Banc of America         23
               Securities LLC and Financial Institution
               Partners II, L.P.

Exhibit E -    Partnership Agreement between Banc of America          27
               Securities LLC and Financial Institution
               Partners II, L.P.

Exhibit F -    Options Agreement between Morgan Stanley & Co.         29
               Incorporated and Financial Institution
               Partners III, L.P.

Exhibit G -    Customer Prime Broker Agreement between Morgan         30
               Stanley Co. Incorporated and Financial Institution
               Partners III, L.P.

Exhibit H -    Master Securities Loan Agreement between Morgan        37
               Stanley Co. Incorporated and Financial Institution
               Partners III, L.P.

Exhibit I -    Account Control Agreement between Morgan Stanley Co.   47
               Incorporated and Financial Institution Partners
               III, L.P.

Exhibit J -    Options Agreement between Morgan Stanley & Co.         48
               Incorporated and Financial Institution Partners, L.P.

Exhibit K -    Customer Prime Broker Agreement between Morgan         50
               Stanley Co. Incorporated and Financial Institution
               Partners, L.P.

Exhibit L -    Master Securities Loan Agreement between Morgan        56
               Stanley Co. Incorporated and Financial Institution
               Partners, L.P.

Exhibit M -    Account Control Agreement between Morgan Stanley Co.   66
               Incorporated and Financial Institution Partners, L.P.

Exhibit N -    Options Agreement between Morgan Stanley & Co.         67
               Incorporated and Financial Institution Partners, Ltd.

Exhibit O -    Customer Prime Broker Agreement between Morgan         68
               Stanley Co. Incorporated and Financial Institution
               Partners, Ltd.

Exhibit P -    Master Securities Loan Agreement between Morgan        72
               Stanley Co. Incorporated and Financial Institution
               Partners, Ltd.

Exhibit Q -    Account Control Agreement between Morgan Stanley Co.   82
               Incorporated and Financial Institution Partners, Ltd.

- -------------------------------------------------------------------------------

Page 16 of 82

    17

                                                                       EXHIBIT A

            Consent Agreement Pursuant to 17 C.F.R. 13d-1(k)(1)(iii)

     Each of the undersigned hereby consents and agrees to the filing on behalf
of each of them of the foregoing joint statement on Schedule 13D pursuant to 17
C.F.R. 13d-1(k)(1)(iii) with respect to his/its beneficial ownership of the
shares of the Issuer.

                    FINANCIAL INSTITUTION PARTNERS II, L.P., by its
                    General Partner, HOVDE CAPITAL, L.L.C.

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    HOVDE CAPITAL, L.L.C.

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    FINANCIAL INSTITUTION PARTNERS III, L.P., by its
                    General Partner, HOVDE CAPITAL, LTD.

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    FINANCIAL INSTITUTION PARTNERS, L.P., by its
                    General Partner, HOVDE CAPITAL IV, LLC

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    FINANCIAL INSTITUTION PARTNERS, LTD., by its
                    General Partner, HOVDE CAPITAL OFFSHORE LLC

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                    Its: Secretary

                    HOVDE CAPITAL ADVISORS LLC

                    By:  /s/ Richard J. Perry, Jr.
                    -------------------------------------------------
                         Richard J. Perry, Jr.
                         Its: Secretary

                    ERIC D. HOVDE

                    /s/ Eric D. Hovde
                    -------------------------------------------------

                    STEVEN D. HOVDE

                    /s/ Steven D. Hovde
                    -------------------------------------------------

Dated:    10/18/02

Page 17 of 82

    18

                                                                 EXHIBIT B

                [ON NATIONSBANC MONTGOMERY SECURITIES LETTERHEAD]

January 22, 1998

Richard Perry
Hovde Financial, Inc.
1826 Jefferson Place, N.W.
Washington, D.C. 20036

Dear Rick,

Regarding the customer agreement, the following will serve as an addendum:

All  margin  loans  made to you will be governed by standard  margin  procedures
outlined  in  the  customer  agreement.  In  the  event  NationsBanc  Montgomery
Securities LLC modifies the terms of our mutually agreed upon pricing agreement,
or  decides to discontinue, or substantially reduce the level of Prime Brokerage
Services  to your firm, we will provide thirty days' written notice thereof  and
on  and  after the last day of such thirty day notice period, unless such notice
related to the modification of our pricing agreement and you accepted the  terms
of such modification within the thirty day notice period, NationsBanc Montgomery
Securities  LLC  shall have the right to make demand for payment  of  any  debit
balance then owing with respect to any of your margin accounts.

Glen Dailey
Senior Managing Director

Page 18 of 82

    19

                                                                       EXHIBIT C

                               CUSTOMER AGREEMENT

This  agreement  sets  forth  the terms and conditions  pursuant  to  which  we,
NationsBanc  Montgomery  Securities LLC, and our successors  and  assigns,  will
maintain  your  account  for  purchases  and  sales  of  "securities  and  other
property," which means, but is not limited to securities, financial instruments,
commodities  and  money  of  every kind and nature  and  related  contracts  and
options.  This  definition includes securities or other  property  currently  or
hereafter held, carried or maintained by, or in the possession or control of, us
or  any  of our related entities for any purpose in and for any account  now  or
hereafter opened by you. You understand that, if your account is a cash account,
the  provisions of paragraphs 18 & 19 are not binding upon you unless you  enter
into  a  margin transaction and, if your account is a commodities  account,  the
provisions of paragraph 14 shall not be applicable.

1.APPLICABLE  LAW  AND REGULATIONS.  All transactions in your account  shall  be
  subject  to all applicable laws and the rules and regulations of all  federal,
  state  and self-regulatory agencies, including, but not limited to, the  Board
  of  Governors  of  the  Federal Reserve System and  the  constitution,  rules,
  customs  and  usages of the exchange or market (and its clearing house)  where
  the transactions are executed.

2.SECURITY INTEREST AND LIEN.  All securities or other property which we may  at
  any  time  be carrying or maintaining for you or which may at any time  be  in
  our  possession  or control for any purpose, including safekeeping,  shall  be
  subject to a general lien for the discharge of all of your obligations to  us,
  irrespective of whether or not we have made advances in connection  with  such
  securities  or other property, and irrespective of the number of accounts  you
  may have with us.

3.DEPOSITS  ON  CASH  TRANSACTIONS.   If  at  any  time  NationsBanc  Montgomery
  Securities  LLC  considers  it necessary for its protection,  it  may  in  its
  discretion  require  you  to deposit cash or collateral  in  your  account  to
  assure due performance by you of your open contractual commitments.

4.BREACH  OR  DEFAULT.  In the event of any breach by you of any agreement  with
  us,  or any default by you in any obligation to us, or should you die or  file
  a  petition  in bankruptcy or for the appointment of a receiver by or  against
  you,  or  should  we  for  any reason whatsoever deem  it  necessary  for  our
  protection, we are hereby authorized, at our discretion, to sell  any  or  all
  of  the securities and other property in any of your accounts which may be  in
  our  possession or control, or which we may be carrying or maintaining for you
  (either  individually or jointly with others), or to buy-in any securities  or
  other  property of which your account or accounts may be short, or  to  cancel
  any  other standing orders, to close out your account or accounts in whole  or
  in  part or in order to close out any commitment made on your behalf. Any such
  sale,  purchase or cancellation may be made according to our judgment and  may
  be  made,  at  our  discretion, on the exchange or  other  market  where  such
  business is then usually transacted, or at public auction or at private  sale,
  without  advertising the same and without notice to you or  to  your  personal
  representative,  and without prior tender, demand or call  of  any  kind  upon
  you,  or upon your personal representative (each of which is expressly  waived
  by  you),  and  we may purchase the whole or any part thereof  free  from  any
  right  of redemption, and you shall remain liable for any deficiency; it being
  understood that a prior tender, demand, call or notice of any kind  shall  not
  be  considered  a  waiver of our right to sell or buy  any  securities  and/or
  other  property  held  by us, or owed us by you, at any time  as  hereinbefore
  provided.  Nothing in this agreement shall be construed as  relieving  you  of
  any obligations imposed by law.

5.FINALITY  OF REPORTS.  Reports of execution of orders and statements  of  your
  accounts  shall  become conclusive if not objected to in writing,  the  former
  within  five days, and the latter within ten days, after forwarding by  us  to
  you by mail or otherwise.

6.RECEIPT  OF  TRUTH-IN-LENDING.  You hereby acknowledge receipt and  review  of
  NationsBanc Montgomery Securities LLC's Truth-In-Lending disclosure  statement
  contained  here  within. You understand that interest will be charged  on  any
  debit  balances in accordance with the methods described in that statement  or
  in  any  amendment or revision thereto which may be provided  to  you.  It  is
  understood  and  agreed that the interest charge made to your account  at  the
  close  of  one  charge period will be compounded, unless paid;  that  is,  the
  unpaid  interest  charge for previous periods will be  added  to  the  opening
  balance  for  the next charge period, thereby becoming part of  the  principal
  amount due and bearing like interest.

7.TRANSFERS  BETWEEN  ACCOUNTS.  At any time and  from  time  to  time,  at  our
  discretion,  we  may without notice to you apply and/or transfer  any  or  all
  securities and/or other property of yours interchangeably between any of  your
  accounts.

Page 19 of 82

    20

8.SELL  ORDERS.   It is understood and agreed that you will designate  any  sell
  order  for  a  short  account which you place with us as a  "short  sale"  and
  hereby  authorize  us to mark such order as being "short,"  and  when  placing
  with  us  any order for a long account, will designate it as such  and  hereby
  authorize  us  to  mark such order as being "long." Any sell order  which  you
  shall  designate as being for long account as above provided is for securities
  then  owned by you and, if such securities are not then deliverable by us from
  any  of  your  accounts,  the  placing  of  such  order  shall  constitute   a
  representation  by you that it is impracticable for you to then  deliver  such
  securities to us but that you will deliver them as soon as it is possible  for
  you to do so without undue inconvenience or expense.

9.AGE,  BENEFICIAL INTEREST.  If you are an individual, you represent  that  you
  are  of full legal age, and, in any event not less than eighteen years of age.
  You  further represent that no one except you has an interest in your  account
  with us.

10.     OPERATIONAL  MATTERS.  NationsBanc Montgomery Securities  LLC  primarily
  uses  banks located in California and New York to issue checks. Also, when  we
  hold  securities for your account, dividends and interest are credited  on  or
  about  the  payable  date as received. Most of our customers  prefer  to  have
  these  funds held in their accounts, and this will be the procedure  which  we
  will  follow  with  your  account  unless you  advise  us  of  an  alternative
  procedure which you would prefer. For example, we could arrange for checks  to
  be  sent to you monthly. If you require special arrangements, please bring the
  matter  to  our attention. NationsBanc Montgomery Securities LLC's  policy  is
  not  to  receive  remuneration  for directing orders  to  particular  brokers/
  dealers  or market centers for execution. Notwithstanding this policy,  should
  NationsBanc  Montgomery  Securities  LLC  receive  such  remuneration  on  any
  transaction, appropriate disclosure will be made.

11.     CREDIT  REPORT.   NationsBanc Montgomery  Securities  LLC  may,  in  its
  discretion,  request  an investigative consumer report  on  you  as  a  credit
  reference,  which  report may include information with respect  to  character,
  general   reputation,  personal  characteristics  and  mode  of   living.   In
  accordance  with the Fair Credit Reporting Act, a copy of any such report,  if
  obtained, will be made available to you upon written request.

12.     CLEARANCE  ACCOUNTS.  If NationsBanc Montgomery Securities  LLC  carries
  your  account  as clearing broker by arrangement with another  broker  through
  whose  courtesy  your  account has been introduced,  then  unless  NationsBanc
  Montgomery Securities LLC receives from you a written notice to the  contrary,
  NationsBanc  Montgomery Securities LLC shall accept from  such  other  broker,
  without  any  inquiry or investigation by us, (i) orders for the purchase  and
  sale  of  securities and other property on margin or otherwise, and  (ii)  any
  other   instructions  concerning  said  account.  You  understand  NationsBanc
  Montgomery  Securities LLC shall have no responsibility or  liability  to  you
  for  any  acts  or omissions of such other broker, its officers, employees  or
  agents.

13.     WAIVER,  ASSIGNMENT AND NOTICES.  No term or provision of this Agreement
  may  be  waived or modified unless in writing and signed by the party  against
  whom  such  waiver  or  modification is sought  to  be  enforced.  NationsBanc
  Montgomery  Securities  LLC's  failure to  insist  at  any  time  upon  strict
  compliance  with  this  Agreement or with any of the terms  hereunder  or  any
  continued  course of such conduct on its part shall in no event constitute  or
  be  considered a waiver by NationsBanc Montgomery Securities LLC of any of its
  rights  or  privileges.  This  Agreement  contains  the  entire  understanding
  between  you and NationsBanc Montgomery Securities LLC concerning the  subject
  matter  of  this  Agreement.  You may not assign your  rights  or  obligations
  hereunder  without  first obtaining the prior written consent  of  NationsBanc
  Montgomery  Securities LLC. Notice or other communications,  including  margin
  calls,   delivered  or  mailed  to  the  address  given  below  shall,   until
  NationsBanc  Montgomery Securities LLC has received notice  in  writing  of  a
  different address, be deemed to have been personally delivered to you.

14.  ARBITRATION.

- -    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

- -    THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING
     THE RIGHT TO JURY TRIAL.

- -    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
     COURT PROCEEDINGS.

- -    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
     REASONING  AND  ANY  PARTY'S RIGHT TO APPEAL OR  TO  SEEK  MODIFICATION  OF
     RULINGS BY THE ARBITRATORS IS STRICTLY LIMITED.

Page 20 of 82

    21

- -    THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
     WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.

YOU  AGREE, AND BY CARRYING AN ACCOUNT FOR YOU, WE AGREE, THAT ALL CONTROVERSIES
WHICH  MAY  ARISE  BETWEEN US CONCERNING ANY TRANSACTION  OR  THE  CONSTRUCTION,
PERFORMANCE OR BREACH OF THIS OR ANY OTHER AGREEMENT BETWEEN US, WHETHER ENTERED
INTO  PRIOR,  ON,  OR  SUBSEQUENT TO THE DATE HEREOF,  SHALL  BE  DETERMINED  BY
ARBITRATION. ANY ARBITRATION UNDER THIS AGREEMENT SHALL BE CONDUCTED ONLY IN THE
FORUMS  PROVIDED BY THE NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC. OR  THE
BOARD  OF  GOVERNORS OF THE NEW YORK STOCK EXCHANGE, INC., AS YOU MAY ELECT.  IF
YOU  DO  NOT  MAKE  SUCH  ELECTION BY REGISTERED MAIL ADDRESSED  TO  NATIONSBANC
MONTGOMERY  SECURITIES  LLC, 600 MONTGOMERY STREET,  SAN  FRANCISCO,  CA  94111,
ATTENTION:  LEGAL DEPARTMENT, AND RECEIVED WITHIN FIVE DAYS AFTER DEMAND  BY  US
THAT YOU MAKE SUCH ELECTION, THEN NATIONSBANC MONTGOMERY SECURITIES LLC MAY MAKE
SUCH  ELECTION. THE AWARD OF THE ARBITRATORS, OR OF THE MAJORITY OF THEM,  SHALL
BE FINAL, AND JUDGMENT UPON ANY AWARD RENDERED BY THE ARBITRATORS MAY BE ENTERED
IN ANY COURT HAVING JURISDICTION THEREOF.

No  person shall bring a putative or certified class action to arbitration,  nor
seek to enforce any pre-dispute arbitration agreement against any person who has
initiated  in  court a putative class action or who is a member  of  a  putative
class  who has not opted out of the class with respect to any claims encompassed
by the putative class action until:
(i)    the class certification is denied;
(ii)   the class is decertified; or
(iii)  the customer is excluded from the class by the court.
Such  forbearance  to enforce an agreement to arbitrate shall not  constitute  a
waiver of any rights under this agreement except to the extent stated herein.

15.  NEW  YORK  LAW  TO  GOVERN.  This Agreement and its  enforcement  shall  be
  governed  by  the  laws  of  the  State of New York  (without  regard  to  any
  principles of conflicts of law) and its provisions shall be continuous;  shall
  cover  individually and collectively all accounts which you may open or reopen
  with  us, and shall inure to the benefit of our present organization, and  any
  successor organization, irrespective of any change or changes at any  time  in
  the  personnel  thereof, for any cause whatsoever, and of the assigns  of  our
  present organization or any successor organization, and shall be binding  upon
  you, and/or your estate, executors, administrators, heirs and assigns.

16.  PARTIAL  UNENFORCEABILITY.  If any provision herein  is  or  should  become
  inconsistent  with  any  present or future law,  rule  or  regulation  of  any
  sovereign  government  or  a  regulatory body  having  jurisdiction  over  the
  subject  matter  of  this  Agreement  or  is  held  to  be  invalid,  void  or
  unenforceable  by  reason of any law, rule, administrative order  or  judicial
  decision,  such  provision  shall be deemed to be  rescinded  or  modified  in
  accordance  with  any such law, rule, regulation, order or  decision.  In  all
  other  respects, this Agreement shall continue and remain in  full  force  and
  effect.

17.  LIMIT ORDERS.  NationsBanc Montgomery Securities LLC reserves the right  to
  not   accept  from  customers  limit  orders  in  NASDAQ  or  over-the-counter
  securities in which it acts as a market maker.

18.  MARGIN  IN MARGIN ACCOUNTS (NOT APPLICABLE TO CASH ACCOUNTS).   You  hereby
  agree   to  maintain  such  margin  in  your  margin  account  as  NationsBanc
  Montgomery Securities LLC may in its discretion require and you agree  to  pay
  forthwith  on  demand  any debit balance owing with respect  to  any  of  your
  margin accounts, and if not paid this shall be a breach of this Agreement  and
  NationsBanc  Montgomery Securities LLC may take such action  as  it  considers
  necessary   for  its  protection  in  accordance  with  this  Agreement.   You
  understand  that, even if NationsBanc Montgomery Securities LLC has  a  policy
  of  giving  customers  notice of a margin deficiency,  NationsBanc  Montgomery
  Securities  LLC is not obligated to request additional margin  from  you,  and
  there  may be circumstances where NationsBanc Montgomery Securities  LLC  will
  liquidate  securities and/or other property in your account without notice  to
  you.  You will be charged interest on your debit balance which if not paid  at
  the  close of an interest period will be added to the opening balance for  the
  next interest period. Please consult the attached disclosure statement for  an
  outline of NationsBanc Montgomery Securities LLC's interest policies.

Page 21 of 82

    22

                                                                     CASH/MARGIN

19.  CUSTOMER'S CONSENT TO LOAN OR PLEDGE OF SECURITIES AND OTHER PROPERTY  (NOT
  APPLICABLE  TO  CASH  ACCOUNTS). You hereby authorize  NationsBanc  Montgomery
  Securities LLC to lend either to itself or to others any securities and  other
  property held by NationsBanc Montgomery Securities LLC in your margin  account
  and  to carry all such property in its general loans and such property may  be
  pledged,  repledged, hypothecated or rehypothecated, without  notice  to  you,
  either  separately or in common with other such property for any  amounts  due
  to  NationsBanc  Montgomery Securities LLC thereon or for a greater  sum,  and
  NationsBanc  Montgomery Securities LLC shall have no obligation  to  retain  a
  like amount of similar property in its possession and control.

  BY  SIGNING THIS AGREEMENT YOU ACKNOWLEDGE THAT THE SECURITIES IN YOUR  MARGIN
ACCOUNT MAY BE LOANED TO NATIONSBANC MONTGOMERY SECURITIES LLC OR LOANED OUT  TO
OTHERS AND THAT YOU HAVE RECEIVED AND REVIEWED A COPY OF THIS AGREEMENT.

  THIS  AGREEMENT  CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE  AT  PAGES  2-3  AT
PARAGRAPH 14.

  IF  JOINT ACCOUNT BOTH PARTIES MUST SIGN. Persons signing on behalf of  others
please indicate title or capacity in which you have signed.

     Financial Institution Partners II, L.P.
- ---------------------------------------------------
     (Typed or Printed Name)

     By: Hovde Capital, L.L.C., general partner
     By: Richard J. Perry, Jr., Secretary
- ---------------------------------------------------
     (Signature)

     /s/ Richard J. Perry, Jr.
- ---------------------------------------------------
     (Signature)

     1824 Jefferson Place, N.W.
- ---------------------------------------------------
     (Mailing Address)

Washington               DC        20036
- ---------------------------------------------------
(City)                   (State)        (Zip)

               2/4/98
- ---------------------------------------------------
               (Date)

Acct.
No:____________________________________________

Page 22 of 82

    23

                                                                       EXHIBIT D
NationsBanc Montgomery Securities LLC

                             PRIME BROKER AGREEMENT

In  accordance with the requirements set forth in the January 25, 1994 No-Action
Letter  of  the  Division  of Market Regulation of the Securities  and  Exchange
Commission  (the  "No-Action  Letter"), NationsBanc  Montgomery  Securities  LLC
("NMS"),  a  North Carolina corporation, and each Customer on whose behalf  this
agreement has been executed ("Customer"), hereby agree as follows.

1. As  of  October  3, 1994 or such later date when the No-Action  Letter  shall
   become  effective,  this Agreement shall apply to all transactions  in  which
   NMS  is given up as the prime broker for Customer; i.e. transactions executed
   for  Customer by one or more executing brokers (each, an "Executing Broker"),
   which transactions are submitted to NMS for clearance and settlement.

2. If  Customer  is the beneficial owner of an account managed by an  Investment
   Advisor  registered  with the Securities and Exchange  Commission  under  the
   Investment  Advisors Act of 1940 or such other authorized agent, attorney  in
   fact  or  third  party ("Investment Advisor"), then this Agreement  has  been
   executed  on  Customer's behalf by such Investment Advisor. Each Customer  on
   whose  behalf this Agreement has been executed is named on Schedule A hereto,
   as  such  Schedule  may  be  modified from time to time.  Investment  Advisor
   represents and warrants that it has on file written authorization to  execute
   agreements  on  behalf  of  each  Customer named  on  Schedule  A  and  shall
   indemnify  and  hold  NMS  harmless from any claim  or  claims  arising  from
   Investment  Advisor's unauthorized execution of this Agreement  on  any  such
   Customer's behalf.

3. All  Executing  Brokers through whom Customer or Investment Advisor,  as  the
   case  may be, is initially authorized to execute prime brokerage transactions
   are  identified  on  Schedule  B  hereto. Prior  to  entering  into  a  prime
   brokerage transaction with an Executing Broker not identified on Schedule  B.
   Customer  or  Investment Advisor shall state in a writing sent via  facsimile
   to  NMS  that it desires to do so and confirm with NMS that a prime brokerage
   agreement  has  been  executed- between NMS and such Executing  Broker.  Upon
   execution  of  a  prime brokerage agreement between NMS  and  such  Executing
   Broker,  Schedule B hereto shall be deemed automatically amended  to  include
   such  Executing  Broker  and,  only thereafter, may  Customer  execute  prime
   brokerage   transactions  with  such  Executing  Broker  pursuant   to   this
   Agreement.

4. Customer or Investment Advisor, as the case may be, will promptly notify  NMS
   of  each transaction executed by an Executing Broker on Customer's behalf, no
   later  than  the close of business on trade date.  At a minimum, such  notice
   will  include the security involved, the number of shares or units, the price
   per  share  or unit, whether the transaction was a long or short  sale  or  a
   purchase, the Executing Broker and the Executing Broker's commission.

Page 23 of 82

    24

5. On  the next business day following trade date, NMS will send to Customer, or
   if  requested in writing, to Investment Advisor, notification confirming  the
   details  of  each  transaction  executed by Executing  Broker  on  Customer's
   behalf,  based upon the information provided to NMS by Customer or Investment
   Advisor.  Such  notification  will include all  information  required  for  a
   confirmation  pursuant to Rule 10b-10 under the Securities  Exchange  Act  of
   1934  ("Rule  10b-10"),  except the capacity  of  the  executing  broker,  an
   average  price  designation,  and, in principal trades,  the  reported  trade
   price  and  the difference between that price and the net price to  Customer,
   if  this  information has not been provided to NMS by Customer or  Investment
   Advisor.  In  addition, the notification will disclose any  transaction-based
   charges imposed by NMS and any commission charged by Executing Broker.

6. NMS  will  settle transactions on Customer's behalf, unless, during the  time
   permitted for disaffirmations under the agreement then in effect between  NMS
   and  Executing Broker, NMS disaffirms all unsettled transactions of  Customer
   that  NMS  determines  to  disaffirm in good faith  and  in  accordance  with
   reasonable  commercial  standards. NMS will  promptly  send  to  Customer  or
   Investment  Advisor,  as  applicable,  a  notice  of  cancellation   of   all
   disaffirmed  transactions to offset any notifications  sent  previously.  NMS
   shall  not  be  responsible for the clearance and settlement of  transactions
   that  it disaffirms. Rather, Customer shall be responsible and liable  solely
   to   Executing   Broker(s)  for  the  clearance  and   settlement   of   such
   transactions.

7. Without  limiting  the  generality  of the  foregoing,  if  Customer  is  the
   beneficial  owner  of an account managed by an Investment Advisor  registered
   under  the  Investment Advisor's Act of 1940, NMS, in its sole  and  absolute
   discretion,  may elect not to settle prime brokerage transactions  on  behalf
   of  Customer  if Customer fails to maintain in its account with  NMS  minimum
   net equity of at least $250,000 in cash or securities with a ready market  as
   defined  in  Rule 15c3-l(c)(11) under the Securities Exchange  Act  of  1934.
   Otherwise,  if Customer is not the beneficial owner of an account managed  by
   an  Investment Advisor registered under the Investment Advisor's Act of 1940,
   NMS,  in  its  sole and absolute discretion, may elect not  to  settle  prime
   brokerage  transactions on behalf of Customer if Customer fails  to  maintain
   in  its account with NMS minimum net equity of at least $1,000,000 in cash or
   securities  with  a ready market as defined in Rule 15c3-l(c)(11)  under  the
   Securities Exchange Act of 1934.

8. Furthermore,  in the event net equity in Customer's account  with  NMS  falls
   below  the  minimum amount set forth in the No-Action Letter, Customer  shall
   have  until 12:00 noon of the fifth business day following the date on  which
   net  equity fell below the minimum amount to restore net equity to the  level
   required in the No-Action Letter. If Customer fails to restore net equity  to
   the  required  level,  NMS shall notify each Executing Broker,  by  the  same
   day's  close  of business, that NMS is no longer acting as Prime  Broker  for
   Customer.  As of the day following such notice, NMS may not accept any  prime
   brokerage transactions commenced on behalf of Customer.

Page 24 of 82

    25

9. So  long  as this Agreement is in effect, NMS will be responsible  to  ensure
   that   all   transactions  which  it  has  affirmed  and   not   subsequently
   disaffirmed,  and  is  obligated  to  clear,  are  cleared  between  NMS  and
   Customer,  and accordingly, appear on NMS's books in either a cash or  margin
   account for Customer and conform to Regulation T promulgated by the Board  of
   Governors  of  the  Federal  Reserve System  and  applicable  self-regulatory
   organization margin requirements.

10.Customer  may  instruct,  in  a writing separate  from  the  prime  brokerage
   agreement  between Customer and Executing Broker, Executing  Broker  to  send
   confirmations  of transactions, as required by Rule l0b-10,  to  Customer  in
   care  of  NMS.  Confirmations  received  by  NMS  on  Customer's  behalf  are
   available  to  Customer without charge, promptly upon  request.  The  parties
   acknowledge  that  providing  such  an instruction  is  not  a  condition  to
   entering  into  this  Agreement, nor shall Customer be  charged  differential
   fees or otherwise receive incentives for providing such an instruction.

11.NMS  is  hereby  authorized to disclose Customer's name and address  to  each
   Executing  Broker identified on Schedule B. as such Schedule may be  modified
   from  time to time, to enable such Executing Broker to establish on its books
   an  account for Customer to be used in the event transactions are disaffirmed
   by NMS.

12.NMS  will  issue to Customer a statement of account at least on  a  quarterly
   basis.  The statement will include all transactions that occurred during  the
   statement period and the resultant security positions and money balances.

13.Customer  represents  and warrants that it is currently  in  compliance,  and
   during  the  term  of  this  Agreement will remain in  compliance,  with  all
   applicable  requirements  of the No-Action Letter,  and  any  supplements  or
   amendments  thereto;  including,  in  particular,  the  requirement  that  it
   execute an agreement similar to this Agreement with each Executing Broker  at
   any point in time identified on Schedule B.

14.In  the event of an inconsistency between any term or terms of this Agreement
   and  those  of  any  Cash  Account Agreement, Margin  Agreement  or  Clearing
   Agreement between the parties, this Agreement shall control to the extent  of
   such inconsistency.

15.This  Agreement  may  be amended or modified only by NMS upon  prior  written
   notice  to  Investment  Advisor or Customer. Such amendment  or  modification
   shall  become effective immediately in the event Customer continues to accept
   prime  brokerage  services from NMS after the date on which  such  notice  is
   given.

16.This  Agreement may be terminated by either party hereto upon  prior  written
   notice.   Any  such termination shall not affect Customer's  liabilities  and
   obligations  to  NMS  with respect to transactions  executed  prior  to  such
   termination.

17.This  Agreement  shall be governed by and construed in  accordance  with  the
   laws  of the State of New York, without giving effect to the conflict of  law
   principles thereof.

Page 25 of 82

    26

18.     (a)  Arbitration is final and binding on the parties.

                (b)   The  parties are waiving their rights to seek remedies  in
          court, including the right to a jury trial.

               (c)  Pre-arbitration discovery is generally more limited than and
          different from court proceedings.

                (d)   The arbitrators' award is not required to include  factual
          findings  or legal reasoning and any party's right to appeal  or  seek
          modifications or rulings by the arbitrators is strictly limited.

                (e)   The panel of arbitrators will typically include a minority
          of  arbitrators  who  were  or  are  affiliated  with  the  securities
          industry.

ANY  CONTROVERSY  BETWEEN NMS OR ANY OF ITS AFFILIATES OR ANY OF  ITS  OR  THEIR
PARTNERS, OFFICERS, DIRECTORS OR EMPLOYEES ON THE ONE HAND, AND CUSTOMER  AND/OR
INVESTMENT  ADVISOR  ON  THE OTHER HAND, ARISING OUT  OF  OR  RELATING  TO  THIS
AGREEMENT   OR  THE  ACCOUNTS  ESTABLISHED  HEREUNDER,  SHALL  BE   SETTLED   BY
ARBITRATION, IN ACCORDANCE WITH THE RULES THEN OBTAINING OF THE NEW  YORK  STOCK
EXCHANGE,  INC. (OR SUCH OTHER ARBITRATION PANEL OR BOARD AS MAY BE REQUIRED  BY
LAW).   ANY AWARD OF THE ARBITRATORS SHALL BE FINAL, AND JUDGMENT UPON THE AWARD
RENDERED MAY BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.

IN  WITNESS  WHEREOF,  the parties hereto have caused this Agreement,  WHICH  IS
ACKNOWLEDGED  TO CONTAIN A PRE-DISPUTE ARBITRATION CLAUSE, to be  duly  executed
and delivered as of the date set forth below.

Financial Institution Partners II, L.P.
- -----------------------------------------
CUSTOMER OR INVESTMENT ADVISOR                    ACCEPTED AND AGREED TO:
                                                  NATIONSBANC MONTGOMERY
By:  HOVDE CAPITAL, L.L.C., general partner       SECURITIES LLC AS PRIME
                                                  BROKER

By:  /s/ Richard J. Perry, Jr.                    By:  /s/ Glen Dailey
- -----------------------------------------         -------------------------
Richard J. Perry, Jr., Secretary                  Senior Managing Director
- -----------------------------------------         ----------------------------
Print Name and Title                              Print Name and Title

Date:     2/4/98                                  Date:     2/5/98
          ------                                            -------

Page 26 of 82

    27

                                                                       EXHIBIT E

NationsBanc Montgomery Securities LLC
                              ________________________________
                              ACCOUNT NUMBER

                              ________________________________
                              ACCOUNT NAME

                              PARTNERSHIP AGREEMENT

Ladies and Gentlemen:

In  consideration of your opening and carrying a partnership account in the name
of  Financial  Institution Partners II, L.P. a duly organized  partnership  (the
"Partnership")  of  which  each of the undersigned is  a  general  partner,  the
undersigned  jointly and severally agree that each of the following persons,  to
wit:

Eric D. Hovde                           Steven D. Hovde
- --------------------------------        --------------------------------

Richard J. Perry, Jr.
- --------------------------------        --------------------------------

are  hereby  appointed  the  authorized  agents  and  attorneys-in-fact  of  the
Partnership (the "Authorized Agents"), and shall have authority on behalf of the
Partnership, and for its account and risk, to buy, sell (including short sales),
tender,  convert, exchange, trade and otherwise deal in, through you as brokers,
stocks,  bonds,  options and any other securities (on margin  or  otherwise)  in
accordance with your terms and conditions for the Partnership account.

You  are authorized to follow the instructions of the Authorized Agents in every
respect  concerning  said  account, and to deliver to  them  on  behalf  of  the
Partnership account all demands, notices, confirmations, reports, statements  of
accounts, and communications of every kind; to deliver to them on behalf of  the
Partnership account money, securities and property of every kind, and to  follow
the  orders of said Authorized Agents regarding the same. The Authorized  Agents
are  hereby  authorized  to  execute and deliver on behalf  of  the  Partnership
account agreements relating to any of the foregoing matters and to terminate  or
modify  same or waive any of the provisions thereof; and generally to deal  with
you  on  behalf of the Partnership account as fully and completely  as  if  each
alone  were  interested in said accounts, all without notice  to  the  other  or
others interested in said account.

This  Authorization and indemnity is in addition to, and in  no  way  limits  or
restricts,  any  rights which you have under any other agreement  or  agreements
between  you  and  the  undersigned, or any of them, now existing  or  hereafter
entered  into,  and is binding on the Partnership and its legal representatives,
successors  and assigns. This authorization and indemnity is also  a  continuing
one and shall remain in full force and effect until revoked by a written notice,
addressed to you and delivered to you at your principal office in San Francisco.
No  such  revocation shall affect any liability arising out of  any  transaction
initiated prior to such revocation. The undersigned, jointly and severally agree
to  indemnify and hold you harmless from and to pay you promptly on  demand  any
debit  balance  in  said account, including any loss or debit balance  resulting
from transactions initiated prior to receipt of such revocation.

The  undersigned hereby certify that the general and/or limited partners of said
Partnership are as follows: *

Name      N/A                                Occupation
          -------------------------                    ------------------------
Name                                         Occupation
          -------------------------                    ------------------------
Name                                         Occupation
          -------------------------                    ------------------------
*or attach signature page(s) of partnership

Page 27 of 82

    28

Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------
Name                                         Occupation
     -------------------------                         ------------------------

The  undersigned further authorizes you, in the event of death or retirement  of
any  of  the general and/or limited partners of said Partnership, to  take  such
proceedings,  require such papers, retain such portions or restrict transactions
in  said account as you may deem advisable to protect you against any liability,
penalty  or  loss under any present or future laws or otherwise. It  is  further
agreed  that in the event of the death or retirement of any member of  the  said
Partnership  the remaining members will immediately cause you to be notified  of
such fact.

This  Authorization and indemnity and its enforcement shall be governed  by  the
laws  of  the  State of New York, shall cover individually and collectively  all
accounts  covered by this agreement and authorization which the undersigned  may
open  or  reopen  with  you,  and shall inure to the  benefit  of  your  present
organization,  and any successor organization, irrespective  of  any  change  or
changes  of any kind of the personnel thereof for any cause whatsoever,  and  of
the assigns of your present organization or any successor organization.

Customer  consent  to  loan  or pledge of securities  and  other  property  (not
applicable  to cash accounts): each of the undersigned has signed  the  enclosed
Customer's Agreement and Customer's Loan Consent which are intended to cover, in
addition to the provisions hereof, the terms upon which the Partnership is to be
carried.

                                   Very truly yours,

                                   HOVDE CAPITAL, L.L.C.

Dated:    2/4/98                   By:  /s/ Richard J. Perry, Jr.

                                    General Partner(s)

                                    _______________________________

                                    _______________________________

Page 28 of 82

    29
                                                                       EXHIBIT F

MORGAN STANLEY & CO. INCORPORATED

                                OPTION AGREEMENT

The following sets forth our respective rights and obligations arising from your
handling,  purchasing,  selling,  assigning, exercising  and/or  endorsing  puts
and/or  calls, or variations thereof ("options"), for my account. In  connection
with such transactions for my account, I agree and represent as follows:

     1. I have received from you, have read and understand the brochure entitled
"Characteristics  and  Risks of Standardized Options" and/or  other  appropriate
Options  Disclosure  Documents  ("ODD"),  including  but  not  limited  to   the
information therein regarding position limits and exercise limits, the  purposes
and risks of transactions in options and the secondary market in options.
     2.  I  agree  to pay to you, as you direct, (a) all applicable  transaction
fees,  charges  and premiums, (b) the amount of any trading loss  that  you  may
incur  from options transactions executed by you on my behalf and (c) any  debit
balance owing with respect to my account(s), and interest and service charges on
any  such  debit balances at the rates then charged by you, together  with  your
costs  and  reasonable  attorney's fees incurred in collecting  any  such  debit
balance.
     3.  In  effecting options transactions through you, I am aware of and agree
to  be  bound  by  the  rules of The Options Clearing Corporation  ("OCC"),  the
Securities  and  Exchange  Commission,  the  various  securities  exchanges  and
securities associations, the Board of Governors of the Federal Reserve Board and
other  securities self regulatory organizations having jurisdiction over options
transactions.  Without limiting the foregoing, I agree not  to  violate,  either
acting by myself (through you as broker or otherwise) or in concert with others,
directly  or  indirectly,  the  rules of such organizations  regarding  position
limits  and/or exercise limits. I further expressly authorize you  to  liquidate
any of my options positions without notice to me and without my consent, in your
sole  and  absolute discretion, if and when my open positions exceed  applicable
position  limits  so  as to reduce such open positions to a  level  that  is  in
compliance  with  such  limits or if I fail to fulfill  any  of  my  obligations
hereunder  or  under  any other agreement with you. I will bear  and  be  solely
responsible for any losses associated with such a reduction or liquidation.
     4.  I agree that you shall not be liable for delays in the transmission  of
orders  or  instructions  due  to the breakdown or failure  of  transmission  or
communication  facilities or any other cause beyond your control, including  any
mistake,  error,  negligence or misconduct of a securities exchange,  securities
association or clearing house or their officers, directors, employees or agents.
     5.  (a)  I  understand  that I am fully responsible for  taking  action  to
exercise  my  option contracts. I hereby agree to waive any and all  claims  for
damages  or  loss,  which I might have against you because  an  option  was  not
exercised.  I  understand that my options will become  worthless  if  I  do  not
deliver  instructions  to exercise by your established exercise  cut-off  times,
which may be different than exercise cut-off times established by the exchanges,
markets  and clearing houses. I am aware that the OCC has established thresholds
for equity and index option contracts whereby all expiring contracts at or above
the  appropriate  threshold will be automatically exercised unless  you,  at  my
direction, instruct the OCC otherwise.
     (b)  I  understand  that  you  randomly  assign  exercise  notices  to  all
customers.  All  American-style (an option that may be exercised  at  any  time)
short  option  positions  are  subject to  assignment  at  any  time,  including
positions  established  on  the  same day that  exercises  are  assigned,  while
European-style  (an  option that may be exercised only on a  specified  exercise
date)  short  option positions are only subject to assignment  upon  expiration.
Exercise  assignment  notices are allocated randomly  from  among  all  of  your
customers'  short  option  positions, which are  subject  to  exercise.  A  more
detailed  description of Morgan Stanley & Co. Incorporated's Random  Method  for
allocating assignment notices is available from your account representative upon
request.

Page 29 of 82

    30

     6.  I represent and warrant to you that (i) options trading is suitable for
me  in light of my investment objectives, financial situation, needs, experience
and  knowledge,  (ii)  I am aware and acknowledge that options  trading  may  be
highly  speculative  and  involves  a high degree  of  risk  (including  without
limitation  the  risks described in the ODD) and that on certain  trading  days,
trading  may  cease with a resultant financial disadvantage to me,  (iii)  I  am
willing  and  able to evaluate, carry and bear the financial risks attendant  to
options  trading,  and  (iv)  I  understand that  you  are  relying  upon  these
representations  and warranties and the financial and other information  that  I
have  provided  or  will  provide to you. I will  promptly  notify  you  of  any
significant  changes  that  take  place in any  information  furnished  to  you,
including my investment objectives, financial situation and/or needs,  prior  to
effecting any additional opening purchase or sale transactions.
     7.  CHOICE  OF  DISPUTE RESOLUTION. ANY DISPUTE THAT I MAY  HAVE  WITH  YOU
ARISING  OUT  OF,  RELATING  TO  OR  IN  CONNECTION  WITH,  YOUR  BUSINESS,  ANY
TRANSACTION BETWEEN US, OR THIS AGREEMENT, SHALL BE DETERMINED BY ARBITRATION OR
LITIGATION  IN COURT AT MY ELECTION. REGARDLESS OF WHETHER I CHOOSE  ARBITRATION
OR LITIGATION, WE AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS,
LISTED BELOW:
     8. ARBITRATION:
- - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- -  THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING  THE
RIGHT TO A JURY TRIAL.
- -  PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND  DIFFERENT  FROM
COURT PROCEEDINGS.
- -  THE  ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR  LEGAL
REASONING AND ANY PARTY'S RIGHT TO
APPEAL  OR  TO  SEEK  MODIFICATION OF RULINGS BY THE ARBITRATORS  IS  ST  RICTLY
LIMITED.
- -  THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO
WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
     ANY ARBITRATION SHALL BE CONDUCTED IN NEW YORK AND ONLY BEFORE THE NEW YORK
STOCK   EXCHANGE,  INC.,  THE  AMERICAN  STOCK  EXCHANGE,  INC.,  THE   NATIONAL
ASSOCIATION   OF   SECURITIES  DEALERS,  INC.,  OR  ANY  OTHER   SELF-REGULATORY
ORGANIZATION  OF WHICH YOU ARE A MEMBER. I HAVE THE RIGHT TO ELECT  ONE  OF  THE
FOREGOING ORGANIZATIONS, BUT IF I FAIL TO MAKE SUCH ELECTION BY
CERTIFIED  LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION  OF
TEN  DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN
YOU  MAY  MAKE  SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE  CONSTRUED  AS
CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR
THE  MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED  MAY
BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
     NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS  INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER OF  A  PUTATIVE
CLASS  WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL:
     (i) THE CLASS CERTIFICATION IS DENIED;
     (ii) THE CLASS IS DECERTIFIED; OR
     (iii)  THE  CUSTOMER  IS  EXCLUDED  FROM  THE  CLASS  BY  THE  COURT.  SUCH
FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE  A  WAIVER
OR ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
     9.  LITIGATION IN COURT. (A) UNLESS THE PARTIES OTHERWISE AGREE IN  WRITING
WHEN  ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE
STATE  OF  NEW YORK FOR THE COUNTY OF NEW YORK. (B) ANY RIGHT TO TRIAL  BY  JURY
WITH  RESPECT  TO  ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES  TO  THIS
AGREEMENT.
     10.  THIS  AGREEMENT, ITS ENFORCEMENT, AND ANY DISPUTE BETWEEN US,  WHETHER
ARISING OUT OF OR RELATING TO MY ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE
LAW  OF  THE  STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW  RULES;  and  its
provisions  shall  be continuous, shall cover individually and collectively  all
accounts which I may open or reopen with you, and shall inure to the benefit  of
your  present organization and any successor organization, irrespective  of  any
change  or  changes  at  any  time  in  the personnel  thereof,  for  any  cause
whatsoever,  and  of the assigns of your present organization or  any  successor
organization,  and  shall  be  binding upon me,  and/or  my  estate,  executors,
administrators, trustees, agents, officers, directors and assigns.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS 7
AND 8.

Page 30 of 82

    31
                                                                       EXHIBIT G
Morgan Stanley

                              CUSTOMER PRIME BROKER
                                ACCOUNT AGREEMENT

Ladies and Gentlemen:

In  consideration of Morgan Stanley from time to time accepting  an  account  or
receiving  holding  or delivering any property of the undersigned,  or  entering
into  any  Contract  with the undersigned, the undersigned  agrees  with  Morgan
Stanley to the following:

1. DEFINITIONS

"Agreement"  means  this  document  along with  all  executed  annexes  to  this
document.

"Contract"  means  any  contract or agreement between  Morgan  Stanley  and  the
undersigned, including securities purchase or sale contracts, agreements to lend
cash or securities, commodity and currency contracts, forward
contracts,  repurchase agreements, swap agreements or any  other  derivative  or
financial  transaction, without regard to the form of such agreement  which  may
include oral agreements or agreements confirmed or signed by only one
party  to the agreement and agreements entered into or signed by Morgan  Stanley
on behalf of the undersigned.

"Collateral"  means  cash,  securities,  commodities,  other  financial  assets,
investment  property  and  other  property and assets  (including  all  security
entitlements in respect thereof, all income and profits thereon, all  dividends,
interest  and  other  payments and distributions with respect  thereto  and  all
proceeds from any of the foregoing) which from time to time may be deposited  or
credited  to  any  account of the undersigned with Morgan Stanley,  be  held  or
carried by Morgan Stanley for the undersigned, be due from Morgan Stanley to the
undersigned, or be delivered to or in Morgan Stanley's possession or control for
any purpose, including safekeeping.

"Morgan  Stanley"  and  the  "Morgan Stanley  Entities"  mean,  individually  or
collectively,  as appropriate, Morgan Stanley & Co. Incorporated, MS  Securities
Services Inc., Morgan Stanley & Co. International Limited, Prime Dealer Services
Corp.,  Morgan Stanley Securities Limited, Morgan Stanley Japan Limited,  Morgan
Stanley Asia Limited, Morgan Stanley GMBH, Morgan Stanley Market Products  Inc.,
Morgan  Stanley Capital Group Inc., Morgan Stanley Capital Services Inc., Morgan
Stanley DW Inc., Morgan Stanley, MSDW Asia Securities Products LLC, MSDW  Equity
Finance  Services  (Cayman) Ltd., Morgan Stanley Financial Products  Ltd.,  MSDW
Markets Inc. and their respective successors, parents, subsidiaries, affiliates,
divisions, officers, directors, agents and employees.

"Obligation" means any obligation or liability of a party arising at  any  time,
whether  or not mature or contingent, related to the purchase, sale or  loan  of
securities,  currencies or other instrument, property or assets or under  or  in
connection with this Agreement or any Contract, including any payment, repayment
or delivery obligation, any obligation relating to any extension of credit or to
pay damages (including costs of cover) and legal and other expenses incurred  in
connection with the enforcement of any Contract.

"Prime  Brokerage  Regulations"  means  the  requirements  applicable  to  prime
brokerage  activities  set out in the no-action letter  of  the  Securities  and
Exchange  Commission  ("SEC") dated January 25, 1994,  as  such  letter  may  be
amended,  modified or supplemented from time to time, regarding the  performance
of  prime brokerage services, and any other relevant regulations of the  SEC  or
other governmental authorities or self-regulatory organizations.

"undersigned"  means  each  of the individuals or entities,  other  than  Morgan
Stanley, that is a party to this Agreement.

2. APPLICABLE RULES AND REGULATIONS. All transactions under this Agreement shall
be  subject  to  the rules and regulations of all U.S. and, if applicable,  non-
U.S.,   federal,  state  and  local  governmental  authorities,  self-regulatory
organizations,  markets and clearing corporations including but not  limited  to
the  Securities & Exchange Commission ("SEC"), New York Stock Exchange  ("NYSE")
or National Association of Securities Dealers ("NASD").

3.  SHORT  AND  LONG SALES. The undersigned agrees that when  placing  any  sell
order,  the undersigned will appropriately designate it as "long" or as "short."
The  undersigned  will designate a sale as "long" only if the  securities  being
sold are securities then owned by the undersigned and such securities are either
in  the  undersigned's account at Morgan Stanley or will be delivered to  Morgan
Stanley  as  soon  as  it is possible to do so, without undue  inconvenience  or
expense to Morgan Stanley.

4.  COMPLIANCE  WITH  PRIME BROKERAGE REGULATORY REQUIREMENTS.  The  undersigned
hereby acknowledges that it is familiar with the Prime Brokerage Regulations and
with  the  related  provisions  in  Section 5  of  this  Agreement,  and  hereby
undertakes  to comply with the Prime Brokerage Regulations as in effect  at  any
time  and  with  the related provisions of this Agreement. The undersigned  will
inform  Morgan  Stanley promptly if this undertaking is not  satisfied.  Without
limiting  the  foregoing, the undersigned agrees that it shall maintain  in  its
account  with  Morgan  Stanley at all times a minimum net  equity  in  cash  and
securities as agreed upon, but in no event less than that required by the  Prime
Brokerage  Regulations. The undersigned further agrees that, in  the  event  its
account  falls  below this minimum net equity, it shall bring its  account  into
compliance in accordance with the Prime Brokerage Regulations.

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    32

5.  MORGAN  STANLEY  AS PRIME BROKER. In connection with any transactions  where
Morgan Stanley acts as the undersigned's prime broker:

(a)  The undersigned maintains brokerage accounts with a number of other brokers
("Executing  Brokers") and, from time to time, will place orders to be  executed
by  one or more Executing Brokers. The undersigned agrees to give Morgan Stanley
notice  of the names of all Executing Brokers with whom the undersigned  intends
to  place orders (which Executing Brokers must be acceptable to Morgan Stanley).
Morgan Stanley is authorized to enter into a Prime Brokerage Agreement with  all
current  or future Executing Brokers, to set up an account for the undersigned's
benefit  at  any  Executing  Broker and to provide  or  obtain  any  information
necessary  to  establish  or  maintain  a  prime  brokerage  relationship.   The
undersigned  acknowledges that no order need be accepted by  Morgan  Stanley  as
prime broker from any Executing Broker with which Morgan Stanley has not entered
into a "Prime Brokerage Agreement" with respect to the undersigned's account  at
Morgan Stanley. Further, Morgan Stanley reserves the right at any time to  place
a  limit on the size of transactions executed by any Executing Broker which  are
to  be  settled and cleared by Morgan Stanley as a prime broker. The undersigned
will use its best efforts to assure that such Executing
Brokers  comply  with the terms set forth in the Prime Brokerage Agreement.  The
undersigned  acknowledges  that  as between Morgan  Stanley  and  any  Executing
Broker, the Executing Broker will be acting as an agent of the undersigned,  not
as  Morgan  Stanley's agent, for the purpose of carrying out  the  undersigned's
directions with respect to the purchase, sale and settlement of securities.

b)  The  undersigned or its representative will advise Morgan Stanley  on  trade
date of the details of all transactions effected by any Executing Broker on  the
undersigned's  behalf  (the  "Trade Data").  Morgan  Stanley  is  authorized  to
acknowledge,  affirm,  settle  and  clear  all  such  transactions.   All   such
transactions  shall  be  for the sole account and risk of  the  undersigned  and
Morgan Stanley shall have no responsibility or liability to the undersigned, any
Executing  Broker or any other third party. The undersigned agrees  to  pay  all
fees  agreed  upon and to make any necessary arrangements with  the  appropriate
Executing  Broker  concerning  the  payment of  any  such  fees,  including  the
deduction of any such amounts from commissions charged by the Executing Brokers.
The undersigned agrees that it is responsible, and liable to Morgan Stanley, and
will indemnify Morgan Stanley, for all costs, losses and fees (including but not
limited to those associated with buy-ins and sell-outs and those resulting  from
any  Executing Broker's inability to settle a transaction) arising  out  of  the
orders  placed by the undersigned with any Executing Broker or any action  taken
or  not  taken  by any Executing Broker with respect to the undersigned  or  its
transactions or accounts.

(c)  On the first business day following each transaction, Morgan Stanley  shall
send  to  the undersigned a notification of each trade placed with any Executing
Broker  based on information provided to Morgan Stanley by the undersigned.  Any
confirmations  of  trades or advices issued by Morgan Stanley  as  prime  broker
shall  indicate  the  name  of  the Executing  Broker  involved  and  the  other
information required by the Prime Brokerage Regulations. If the undersigned  has
instructed  the Executing Broker to send trade confirmations to the  undersigned
in care of Morgan Stanley, Morgan Stanley agrees that the confirmations
will  be  available  to the undersigned without charge upon  request  to  Morgan
Stanley.  Reports of the execution of orders and statement of  accounts  of  the
undersigned  shall be conclusive and binding if not objected to in writing  (the
former  within five days and the latter within ten days) after Morgan  Stanley's
transmittal to the undersigned by mail, e-mail, facsimile, electronically or any
other  agreed  means.  Communications may be sent  to  the  undersigned  at  the
undersigned's  address of record or in such other manner as the undersigned  may
hereinafter provide in writing. All communications sent to such address
whether  by mail, e-mail, facsimile, telegraph, messenger, electronic  means  or
otherwise  shall be deemed given to the undersigned personally as  of  the  date
sent, whether actually received or not.

(d)  The  undersigned understands that transactions will be  settled  by  Morgan
Stanley  only  if:  (i)  sufficient  funds  or  securities,  as  necessary,  are
maintained  in  an  account with Morgan Stanley or if the undersigned  has  made
other arrangements for settlement that are satisfactory to Morgan Stanley;  (ii)
the  undersigned  maintains, and has at the settlement of  the  transaction,  at
least the minimum net equity required by the Prime Brokerage Regulations in  its
account  with  Morgan Stanley and (iii) a condition does not  exist  that  would
require Morgan Stanley to disaffirm on a non-discretionary basis, as defined  in
the Securities Industry Association Form 150, paragraph 3. (e). Morgan Stanley's
customer account records may reflect transactions as settled as of the projected
settlement  date  (sometimes  referred to  as  contractual  settlement).  Morgan
Stanley does not guarantee settlement, however, and therefore reserves the right
to  reverse transaction settlement entries in the event of a settlement  failure
caused by events beyond Morgan Stanley's control.

(e) The undersigned agrees to comply with Morgan Stanley's requirements relating
to  short  sales, including the requirement that no short sale may  be  effected
through  an  Executing  Broker unless the undersigned has first  confirmed  with
Morgan Stanley that the securities are available for delivery. Such confirmation
does  not  guarantee  that  the securities will be  available  for  delivery  on
settlement date or that the securities will be available to support a short sale
for  any  particular period of time. Accordingly, the short  sale  may  fail  on
settlement  date  or the undersigned may be asked to cover  its  short  sale  at
anytime,  and  undersigned will be responsible for any  Obligations  that  arise
therefrom.

(f)  Morgan Stanley is authorized to try to resolve any unmatched trade  reports
received from any Executing Broker. However, the undersigned is responsible  for
the  ultimate resolution of these trades and reports. Morgan Stanley shall  have
no  responsibility  or  liability  with respect  to  trade  data  not  correctly
transmitted to it on a timely basis by any person or entity, including  but  not
limited to DTCC.

(g)  In  the event the undersigned's account falls below the minimum net  equity
required  by the Prime Brokerage Regulations, the undersigned authorizes  Morgan
Stanley  to  notify  promptly all its Executing Brokers of such  event.  If  the
undersigned  fails to bring such account into compliance with  the  minimum  net
equity,  the undersigned further agrees that Morgan Stanley may, without  notice
to  the  undersigned, disaffirm, DK or decline to affirm, clear and  settle  any
transaction effected by an Executing Broker on the undersigned's behalf.  Except
as  provided  in  the following paragraph, the undersigned understands  that  if
Morgan  Stanley  takes  such  action with respect  to  any  transaction  of  the
undersigned, Morgan Stanley shall do so for all transactions of the  undersigned
that   day.  In  any  such  case,  Morgan  Stanley  shall  send  a  cancellation
notification  to  the  undersigned  and the  undersigned  understands  that  the
undersigned must settle outstanding trades directly with the relevant  Executing
Broker  and authorizes Morgan Stanley to provide the Executing Broker  with  any
information necessary to settle such trades. The undersigned further agrees that
Morgan  Stanley  will  not  be bound to make any investigation  into  the  facts
surrounding  any  transaction to which the undersigned  is  a  party  and  that,
immediately  upon notice to the undersigned and, if required, to  the  Executing
Brokers, Morgan Stanley may cease acting as prime broker for the undersigned.

(h)  The undersigned hereby authorizes Morgan Stanley, if its account is managed
on  a  discretionary  basis by an SEC- or state-registered  investment  adviser,
money  manager or other person (an "Adviser"), to commingle its prime  brokerage
transactions  with  those of other accounts of its Adviser ("sub-accounts")  for
order  placement and clearance in bulk in accordance with other instructions  of
the Adviser. The undersigned understands that no part of any transaction may  be
allocated  to any sub-account where such sub-account's net equity is  below  the
minimum levels established by the Prime Brokerage Regulations and that, should a
such  a net equity deficiency occur in any such sub-account, Morgan Stanley must
disaffirm  the entire transaction. The undersigned agrees that, should  such  an
event occur, its Adviser may resubmit the bulk trade to the Executing Broker  so
as   to  exclude  those  securities  which  were  originally  allocated  to  the
undersigned's  sub-account  or, if permissible,  re-allocate  the  entire  prime
brokerage  transaction to other sub-accounts. The undersigned  understands  that
such  reallocation  must be communicated to Morgan Stanley within  any  required
deadlines.

6.  CURRENCY  CONTRACTS.  If  an authorized representative  of  the  undersigned
initials the box entitled "Additional Provisions Related to Currency Contracts",
which  appears at the end of this Agreement, the undersigned, from time to time,
may  enter  into spot and/or forward currency Contracts with Morgan  Stanley  in
connection  with  the  settlement  of  other  Contracts  or  otherwise  as   the
undersigned  shall direct. The undersigned acknowledges that Morgan  Stanley  is
under no obligation to enter into any currency Contracts with, or on behalf  of,
the   undersigned,  and  further  agrees  to  furnish  to  Morgan  Stanley  such
documentation  to  indicate  capacity  and  authority  as  Morgan  Stanley   may
reasonably  request  prior  to entering into any such Contracts.  Each  currency
Contract entered into under this Agreement shall constitute an "FX Transaction",
as  such  term  is  defined  in  the 1998 FX and  Currency  Option  Definitions,
including  Annex  A  thereto,  as  published  by  the  International  Swaps  and
Derivatives Association, Inc., EMTA, and The Foreign Exchange Committee (as  may
be amended, the "FX Definitions"), and shall be subject to the terms in

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this  Section 6 as well as those set forth in the "Additional Provisions Related
to  Currency Contracts" box. Any confirmation, whether created by an exchange of
telexes,  facsimiles, SWIFT messages, or electronic messages  on  an  electronic
messaging  or  matching  system,  between Morgan  Stanley  and  the  undersigned
relating  to  an  FX Transaction, whether or not it is expressed  to  be,  shall
constitute  a  confirmation  and,  unless Morgan  Stanley  and  the  undersigned
expressly  agree  otherwise, will be deemed to incorporate the  FX  Definitions.
Notwithstanding  the foregoing, Morgan Stanley shall have the right  to  convert
currencies  in  connection with the exercise of Morgan  Stanley's  rights  under
Section 8 below in such manner as it may determine.

7. SECURITY INTEREST AND LIEN. All Collateral shall be subject to a general lien
and a continuing first priority perfected security interest for the discharge of
all Obligations of the undersigned to Morgan Stanley, irrespective of whether or
not  Morgan  Stanley has made advances in connection with such  Collateral,  the
number  of  accounts the undersigned has with Morgan Stanley or which particular
Morgan  Stanley Entity holds such Collateral. The undersigned and Morgan Stanley
each  acknowledge  and  agree  that  each  Morgan  Stanley  Entity  which  holds
Collateral does so both for itself and also as an agent and bailee for all other
Morgan  Stanley  Entities which may be secured parties under any  Contract.  The
undersigned and Morgan Stanley agree that all Collateral held in or credited  to
any  account will be treated as financial assets under Article 8 of the  Uniform
Commercial Code as in effect in the State of New York (the "UCC") and  that  any
account maintained by the undersigned with any Morgan Stanley Entity shall be  a
securities  account  under Article 8 of the UCC. In the event  of  a  breach  or
default by the undersigned, Morgan Stanley shall have in addition to the  rights
and remedies provided in this Agreement, all rights and remedies available to  a
secured  creditor  under the UCC and any other applicable  law.  All  Collateral
delivered  to Morgan Stanley shall be free and clear of all prior liens,  claims
and  encumbrances  and  the  undersigned will not cause  or  allow  any  of  the
Collateral  to  be  subject  to  any  liens, security  interests,  mortgages  or
encumbrances  of any nature other than the security interest created  in  Morgan
Stanley's  favor.  Furthermore, Collateral consisting  of  securities  shall  be
delivered  in  good  deliverable  form  (or  Morgan  Stanley  shall   have   the
unrestricted  power  to  place  such securities in  good  deliverable  form)  in
accordance with the requirements of the primary market for these securities. The
undersigned  shall execute such documents and take such other action  as  Morgan
Stanley shall reasonably request in order to perfect its rights with respect  to
any such Collateral. In addition, the undersigned appoints Morgan Stanley as the
undersigned's attorney-in-fact to act on the undersigned's behalf to sign, seal,
execute  and deliver all documents, and do all such acts as may be required,  to
realize upon any of Morgan Stanley's rights in the Collateral.

8.  RIGHTS  OF  MORGAN  STANLEY. Morgan Stanley is  hereby  authorized,  in  its
discretion,  to cancel any outstanding orders for the purchase or  sale  of  any
securities, currencies, commodities or other property or asset, or to  sell  any
or  all  of the securities, currencies, commodities or other property  or  asset
which  may be in Morgan Stanley's possession or control (either individually  or
jointly with others), or to buy any securities, currencies, commodities or other
property or asset of which any account of the undersigned may be short upon: (a)
the   undersigned's  death  or  incompetency  (if  applicable);  (b)  a  breach,
repudiation  or  default  by  the undersigned of this  Agreement  or  any  other
Contract;  (c)  any misrepresentation of any statement by the  undersigned  when
made  or  deemed  to be made or repeated, (d) the failure of the undersigned  to
fulfill  or  discharge  any  Obligation under this Agreement  or  any  Contract,
including  the  failure  to  make  a payment on  demand  or  to  satisfy  margin
requirements,(e) the filing by or against the undersigned of a petition or other
proceeding  in bankruptcy, insolvency or for the appointment of a receiver,  (f)
the  levy of an attachment against any property or asset in any account  of  the
undersigned (g) the failure by the undersigned to give adequate assurance of due
performance pursuant to this Agreement (h) should you deem it necessary for your
protection,  to cancel any outstanding orders for the purchase or  sale  of  any
securities  or  other  property,  or to sell  any  or  all  of  the  securities,
currencies and commodities or other property which may be in your possession  or
control  (either  individually  or jointly  with  others),  or  to  buy  in  any
securities,  commodities or other property of which the account or  accounts  of
the undersigned may be short. Such sale, purchase or cancellation may be made on
any exchange or other market where such business is then usually transacted,  or
at  public auction or private sale, without advertising or notice of the time or
place  of sale to the undersigned, and without prior tender, demand or  call  of
any kind upon the undersigned, all of which are expressly waived. Morgan Stanley
may purchase the whole or any part thereof free from any right of redemption and
the  undersigned  shall remain liable to Morgan Stanley for any  deficiency;  it
being  understood  that a prior tender, demand or call of any kind  from  Morgan
Stanley, or prior notice from Morgan Stanley, of the time and place of such sale
or  purchase shall not be considered a waiver of Morgan Stanley's right to  sell
or  buy  any securities, commodities, or other property or asset held by  Morgan
Stanley, or which the undersigned may owe to Morgan Stanley. In addition, Morgan
Stanley  may  at  any time in connection with its rights under  this  Section  8
without prior notice to the undersigned apply or transfer any and all Collateral
interchangeably between Morgan Stanley Entities in connection with  accounts  in
which the undersigned has an interest.

9.  ADEQUATE ASSURANCES. If at any time Morgan Stanley has reasonable grounds to
doubt  the  undersigned's  performance of any of the undersigned's  Obligations,
Morgan  Stanley  may  demand, and the undersigned shall give within  twenty-four
hours  or  any  reasonable  shorter period of  time  Morgan  Stanley  specifies,
adequate  assurance  of  due performance. The giving of  adequate  assurance  of
performance  may  require the delivery by the undersigned to Morgan  Stanley  of
additional  Collateral. Any failure by the undersigned  to  give  such  adequate
assurance  of due performance shall constitute an independent, material  default
under the terms of all Contracts and Morgan Stanley may terminate, liquidate  or
accelerate any and all Contracts and exercise any right under or with respect to
any  security relating to any Contract and any right to net or set off  payments
which may arise under any Contract or other agreement or under applicable law.

10. EXPENSES AND OTHER CHARGES. The undersigned agrees to pay Morgan Stanley, or
its designee, the following fees and charges with respect to trading activity:

(a)  Morgan Stanley's commissions, markups and other charges with respect to the
execution of transactions,
fails,  buy-ins,  conversion  costs or the maintenance  of  positions  or  other
related services;

(b)  any  fees,  fines,  penalties or other charges  imposed  by  any  authority
described  in Section 2 of this Agreement or any court or authority of competent
jurisdiction  on any account opened or transaction executed for the undersigned,
except  any  such  charges  as  may be imposed due  to  Morgan  Stanley's  gross
negligence or willful misconduct;

with  respect  to fees or expenses related to securities lending  and  borrowing
transactions:

(a)  upon  demand, any debit balance owing with respect to any  account  of  the
undersigned, and interest and service charges on any such debit balance  at  the
rates then charged by Morgan Stanley; and

(b)  any  charges  with  respect to such transactions,  including  buy-ins,  and
applicable  taxes  or  interest on any of the foregoing,  together  with  Morgan
Stanley's costs and reasonable attorney's fees incurred in collecting  any  such
debit balance.

11. NETTING AND SET OFF RIGHTS. Morgan Stanley shall have the right, at any time
and  from  time  to time, to set off Morgan Stanley's Obligations  owed  to  the
undersigned against the Obligations of the undersigned to Morgan Stanley and  to
foreclose on any Collateral for the purpose of satisfying the Obligations of the
undersigned to Morgan Stanley. The undersigned acknowledges that the fulfillment
by Morgan Stanley of its Obligations to the undersigned is contingent upon there
being  no  breach, repudiation, misrepresentation or default by the  undersigned
which has occurred and is continuing under this Agreement or any Contract.

12. MAINTENANCE OF THE UNDERSIGNED'S COLLATERAL. Subject to the applicable rules
of  the  SEC and other competent authorities, the undersigned acknowledges  that
all  Collateral  now  or  hereafter in Morgan Stanley's  possession  or  control
(either  individually or jointly with others) or deposited to secure  the  same,
may  from time to time and without further notice to the undersigned, be carried
in  Morgan  Stanley's  general  accounts and may  be  pledged,  hypothecated  or
rehypothecated, separately or in combination with property of others for the sum
due  to Morgan Stanley thereon or for a greater sum and without Morgan Stanley's
retaining in its possession a like amount of similar property. Within the
limits  of applicable law, rule and regulation, Morgan Stanley is authorized  to
lend,  to  itself or to others Collateral it holds, together with all  attendant
rights of ownership (including the right to vote any securities).

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    34

13.  FAILURE OF DELIVERY. If the undersigned directs Morgan Stanley to make  any
delivery  of any security, commodity or other property or asset for its  account
for  any reason and the undersigned fails to deliver that item to Morgan Stanley
in the time, place and manner required, or if Morgan Stanley is unable to borrow
the  security, or in the case of a recall, Morgan Stanley is unable to  reborrow
the  security, the undersigned authorizes Morgan Stanley to borrow  or  purchase
that item (or to be deemed to have make such purchase at the market value of the
time  of such deemed purchase) in such manner and time as Morgan Stanley in  its
sole discretion determines to be commercially reasonable. The undersigned agrees
to  be  responsible for any consequent loss which Morgan Stanley may suffer  and
any related costs, premiums and losses to which Morgan Stanley may be subject.

14.  CONFIRMATIONS, STATEMENTS AND OTHER COMMUNICATIONS. Execution  reports  and
account statements shall be conclusive and binding if not objected to in writing
(the  former  within five days and the latter within ten days) after transmittal
by  Morgan  Stanley  to  the  undersigned by mail  or  otherwise,  including  by
electronic  communication.  Morgan  Stanley  may  send  communications  to   the
undersigned's  address of record or otherwise as provided to Morgan  Stanley  in
writing.  All communications, whether by mail, facsimile, telegraph,  messenger,
electronic  means  or  otherwise, shall be deemed to  have  been  given  to  the
undersigned personally as of the date sent, whether actually received or not.

15. NO OBLIGATION. The undersigned agrees that Morgan Stanley shall be under  no
obligation  whatsoever to enter into any Contract with, or  on  behalf  of,  the
undersigned.

16.  PROVISION OF INFORMATION. From time to time, Morgan Stanley may provide  or
make available to the undersigned, or to others acting with or on behalf of  the
undersigned,,  research,  opinions  and other information,  including  portfolio
analyses and reports, regarding securities, commodities, other financial assets,
and  market  participants  or  events. The undersigned  acknowledges  that  such
information  is  provided, unless Morgan Stanley agrees  in  writing  otherwise,
without  regard  to  the undersigned's personal financial situation,  investment
objectives  or other circumstances and that the provision by Morgan  Stanley  of
such  information  to  the undersigned, whether sent directly  or  made  readily
accessible,  and  whether in writing, in electronic form or  the  subject  of  a
taping,  broadcast or narrowcast, does not imply that any asset  or  transaction
discussed   therein  is  suitable  in  light  of  the  undersigned's  particular
circumstances.  The  undersigned agrees that no such  information  will  be  the
primary  basis  of  any  investment  decision  by  the  undersigned.  While  all
information  produced  by  Morgan Stanley is based on  sources  believed  to  be
reliable, the undersigned acknowledges that Morgan Stanley does not guarantee or
warrant  the  accuracy, reliability or timeliness of such information.  Further,
all  information and opinions are current only as of the time provided, and  are
subject  to rapid change without prior notice. The undersigned also acknowledges
that Morgan Stanley may take positions in financial instruments discussed in the
information  provided the undersigned (which positions may be inconsistent  with
the  information  provided),  may  execute  transactions  for  others  in  those
instruments and may provide investment banking and other services to the issuers
of those instruments. From time to time, Morgan Stanley also may provide or make
available  to  the  undersigned, or to others acting with or on  behalf  of  the
undersigned, information regarding parties that might provide goods or  services
to   the   undersigned,  including  but  not  limited  to  fund   administrators
("Vendors").  While  all  information produced by Morgan  Stanley  is  based  on
sources  believed  to  be  reliable, the undersigned  acknowledges  that  Morgan
Stanley does not guarantee or warrant the accuracy, reliability or timeliness of
such  information, or the quality of goods or services provided by any  Vendors.
The  undersigned agrees to indemnify and hold Morgan Stanley harmless  from  and
against  any and all losses, claims, damages and liabilities arising out  of  or
relating to, actions or omissions by the Vendors, Morgan Stanley's provision  or
making  available of such information, or the undersigned's selection or use  of
such Vendors.

17.  USE  OF THE INTERNET. Undersigned agrees that the Internet is not a  secure
network  and  that any communications transmitted over the Internet  may,  among
other  things, be intercepted or accessed by unauthorized or unintended  parties
and may not remain confidential, or that such transmissions may not arrive in  a
complete,  unaltered  or  timely manner, and the undersigned  assumes  the  risk
arising therefrom.

18.  RESOLUTION OF DISPUTES. ANY DISPUTE BETWEEN THE UNDERSIGNED  AND  A  MORGAN
STANLEY  ENTITY  THAT IS REGISTERED AS A BROKER-DEALER WITH THE U.S.  SECURITIES
AND EXCHANGE COMMISSION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH MORGAN
STANLEY'S  BUSINESS,  ANY  TRANSACTION BETWEEN US OR  THIS  AGREEMENT  SHALL  BE
DETERMINED,  AT THE ELECTION OF THE UNDERSIGNED, BY LITIGATION IN A  COURT  WITH
PROPER  JURISDICTION OR BY ARBITRATION. SHOULD THE UNDERSIGNED CHOOSE TO PROCEED
BY ARBITRATION, UNDERSIGNED AND MORGAN
STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN
SECTION  19  BELOW.  SHOULD  THE UNDERSIGNED CHOOSE TO  PROCEED  BY  LITIGATION,
UNDERSIGNED AND MORGAN STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY  THE
REQUIREMENTS, LISTED IN SECTION 20 BELOW.

19. IF THE UNDERSIGNED CHOOSES ARBITRATION, THE UNDERSIGNED ACKNOWLEDGES THAT:

ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

THE  PARTIES  ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,  INCLUDING  THE
RIGHT TO A JURY TRIAL.

ARBITRATION  DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT  FROM  COURT
PROCEEDINGS.

THE  ARBITRATORS'  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL  FINDINGS  OR  LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS  BY
THE ARBITRATOR IS STRICTLY LIMITED.

THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS  WHO
ARE OR WERE AFFILIATED WITH THE SECURITIES INDUSTRY.

ANY  ARBITRATION  SHALL BE CONDUCTED ONLY BEFORE THE NEW  YORK  STOCK  EXCHANGE,
INC.,  THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS,  INC.  OR  ANY  OTHER U.S. SELF-REGULATORY ORGANIZATION  OF  WHICH  THE
RELEVANT MORGAN STANLEY ENTITY IS A MEMBER. THE UNDERSIGNED
HAS  THE  RIGHT  TO  ELECT  ONE  OF  THE FOREGOING  ORGANIZATIONS,  BUT  IF  THE
UNDERSIGNED  FAILS TO MAKE SUCH ELECTION BY CERTIFIED LETTER  ADDRESSED  TO  THE
RELEVANT MORGAN STANLEY ENTITY AT ITS MAIN OFFICE BEFORE THE EXPIRATION  OF  TEN
DAYS  AFTER  RECEIPT  OF  A WRITTEN REQUEST FROM MORGAN  STANLEY  TO  MAKE  SUCH
ELECTION, MORGAN STANLEY MAY MAKE SUCH ELECTION.
THE  AWARD  OF  THE  ARBITRATORS, OR THE MAJORITY OF THEM, SHALL  BE  FINAL  AND
JUDGMENT  UPON  THE AWARD RENDERED MAY BE ENTERED IN ANY STATE OR FEDERAL  COURT
HAVING JURISDICTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT  BY
MORGAN STANLEY TO AN AWARD OF PUNITIVE DAMAGES.

NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,  NOR
SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO, IF
THE UNDERSIGNED HAS INITIATED IN COURT A PUTATIVE CLASS ACTION, IS A MEMBER OF A
PUTATIVE  CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT  TO  ANY  CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:

(i) THE CLASS CERTIFICATION IS DENIED;

(ii) THE CLASS IS DECERTIFIED; OR

(iii)  THE UNDERSIGNED IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE
TO  ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY  SUCH
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

20.  IF  THE  UNDERSIGNED CHOOSES LITIGATION IN COURT. (A)  UNLESS  THE  PARTIES
OTHERWISE  AGREE  IN  WRITING  WHEN  ANY  DISPUTE  ARISES,  LITIGATION  MUST  BE
INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF  NEW
YORK  OR  THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY.
THE  UNDERSIGNED  IRREVOCABLY CONSENTS TO THE JURISDICTION OF  EITHER  OF  THOSE
COURTS AND (B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS
HEREBY WAIVED BY ALL PARTIES TO THIS AGREEMENT.

Page 34 of 82

    35

21.  APPLICABLE  LAW  AND ENFORCEABILITY. THIS AGREEMENT,  ANY  CONTRACT,  THEIR
ENFORCEMENT  AND ANY DISPUTE BETWEEN US, WHETHER ARISING OUT OF OR  RELATING  TO
THE  UNDERSIGNED'S ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS  OF  THE
STATE  OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW RULES. The provisions of  this
Agreement  shall  be continuous, shall cover individually and  collectively  all
accounts which the undersigned may open or reopen with Morgan Stanley and  shall
inure   to   the   benefit  of  Morgan  Stanley's  present  and  any   successor
organizations,  irrespective of any change at any time in the personnel  thereof
and  of  the assigns of Morgan Stanley's present organizations or any  successor
organizations.  This  Agreement shall be binding upon the  undersigned  and  the
estate,  executors,  administrators, trustees, agents, officers,  directors  and
assigns of the undersigned.

22.  MODIFICATION  AND WAIVER. The undersigned agrees that  Morgan  Stanley  may
modify the terms of this Agreement at any time upon prior written notice. If the
modifications are unacceptable, the undersigned agrees to notify Morgan  Stanley
in  writing within twenty days of the transmittal of such written notice. Morgan
Stanley  may  then  terminate  any  or all of the  undersigned's  accounts.  The
undersigned  also agrees that any transactions or Contracts entered  into  after
such notification shall be subject to the modifications. The undersigned may not
modify  this Agreement without Morgan Stanley's written consent. To  the  extent
this  Agreement  is  inconsistent  with any  other  agreement  between  us,  the
provisions  of this Agreement shall govern. Morgan Stanley's failure to  enforce
this  Agreement or any of its terms, or any continued course of such conduct  on
Morgan  Stanley's  part,  shall not be considered a  waiver  of  any  of  Morgan
Stanley's rights.

23. AUTHORIZED INSTRUCTIONS. The undersigned authorizes Morgan Stanley to accept
instructions  by  telephone,  tested telex, facsimile  transmission,  electronic
mail, electronically, in writing or any other method that undersigned and Morgan
Stanley  may  agree to use. The undersigned also agrees (i) to be bound  by  all
instructions  that  Morgan Stanley believes are authorized,  regardless  of  the
means  by which those instructions have been transmitted to Morgan Stanley,  and
(ii)  that Morgan Stanley shall not be liable for any loss, cost or expense  for
acting upon instructions that Morgan Stanley believed to be authorized.

24.  SEVERABILITY. If any provision of this Agreement is or becomes inconsistent
with  any  applicable present or future law, rule or regulation, that  provision
will be deemed modified or, if necessary, rescinded in order to comply with  the
relevant  law,  rule or regulation. All other provisions of this Agreement  will
continue  and remain in full force and effect. To the extent that this Agreement
is not enforceable as to any Contract, this Agreement shall remain in full force
and  effect  and  be enforceable in accordance with its terms as  to  all  other
Contracts.  To  the  extent  this  Agreement contains  any  provision  which  is
inconsistent with provisions in any other Contract or agreement between  us,  or
of  which  the  undersigned is a beneficiary, the provisions of  this  Agreement
shall control with respect to transactions contemplated hereunder.

25.  LENDING  OF SECURITIES. Within the limits of applicable law and regulation,
until Morgan Stanley receives written notice of revocation from the undersigned,
Morgan  Stanley is hereby authorized to lend, to itself as brokers or to others,
any  securities  held by Morgan Stanley on margin in its possession  or  control
together with all attendant rights of ownership (including the right to vote the
securities).

26. EXTRAORDINARY EVENTS. The undersigned agrees that Morgan Stanley will not be
liable  for any loss caused, directly or indirectly, by government restrictions,
exchange  or  market  rulings, suspension of trading, war (whether  declared  or
undeclared),  terrorist  acts, insurrection, riots,  fires,  flooding,  strikes,
failure  of  utility  services, accidents, adverse weather or  other  events  of
nature  (including  earthquakes, hurricanes and tornadoes) or  other  events  or
conditions beyond Morgan Stanley's control. In the event that any communications
network,  data  processing  system  or  computer  system  Morgan  Stanley  uses,
regardless  of  ownership, is rendered inoperable, Morgan Stanley  will  not  be
liable  to  the  undersigned for any loss, liability, claim, damage  or  expense
resulting, directly or indirectly, from such inoperability.

27.  LIMITATION OF LIABILITY. Morgan Stanley shall not be liable  in  connection
with  the  execution, clearing, handling, purchasing or selling  of  securities,
commodities or other property or assets, or other action, except in the event of
gross negligence or willful misconduct on Morgan Stanley's part. The undersigned
acknowledges  that  certain of its securities may be  held  outside  the  United
States  by  unaffiliated, foreign, agent banks and depositories. Morgan  Stanley
shall  not  be  liable  to the undersigned for any loss,  liability  or  expense
incurred by the undersigned in connection with these arrangements except to  the
extent  that  any such loss, liability or expense results from Morgan  Stanley's
gross negligence or willful misconduct.

28.  INDEMNIFICATION. In consideration of Morgan Stanley's carrying one or  more
accounts  for  the  undersigned, the undersigned agrees to  indemnify  and  hold
Morgan Stanley harmless from and against any and all losses, claims, damages and
liabilities  arising  out  of or relating to the undersigned's  accounts  or  in
connection with the execution, purchase, sale, assignment, exercise, endorsement
or  handling  of  any transaction therein, or in connection with Morgan  Stanley
acting  or declining to act as prime broker, except for actions taken or omitted
to  be  taken  by  Morgan Stanley which are a result of, or constitute,  willful
misconduct or gross negligence. The undersigned also agrees that Morgan  Stanley
shall  have no responsibility for the undersigned's compliance with any  law  or
regulation  and  that  Morgan Stanley shall not be  liable  for  delays  in  the
transmission  of  orders  or instructions due to the  breakdown  or  failure  of
transmission  or  communication  facilities or any  other  cause  beyond  Morgan
Stanley's control, including any mistake, error, negligence or misconduct of any
exchange, association or clearing house or their respective officers, directors,
employees  or  agents,  nor  any failure by any such  exchange,  association  or
clearing house to enforce its rules or regulations.

Page 35 of 82

    36

29. COSTS OF COLLECTION. To the extent permitted by the laws of the State of New
York,  the reasonable costs and expenses of collection of any debit balance  and
any  unpaid  deficiency in any account of the undersigned with  Morgan  Stanley,
including  but not limited to attorneys' fees incurred and payable  or  paid  by
Morgan Stanley, shall be payable to Morgan Stanley by the undersigned.

30. ASSIGNMENTS. Undersigned may not assign its rights or obligations under this
Agreement without the express written consent of Morgan Stanley.

31.  REPRESENTATIONS  AND  WARRANTIES. The  undersigned  hereby  represents  and
warrants  as  of the date hereof, which representations and warranties  will  be
deemed repeated on each date on which a transaction or Contract is effected  for
any  of  the  undersigned's accounts, or any securities  or  other  property  if
delivered to or from any such account, that:

(a) The undersigned will at all times maintain such securities or other property
or assets in the accounts of the undersigned for margin purposes, as is required
by Morgan Stanley from time to time in Morgan Stanley's sole discretion;

(b)  The  undersigned  will not transact on the basis of,  or  in  reliance  on,
material, non-public information.

(c) Except as disclosed in writing to Morgan Stanley, the undersigned is not  an
employee  of  any exchange, or of any corporation of which any exchange  owns  a
majority  of  the  capital  stock, or of a member  of  any  exchange,  or  of  a
securities  broker or dealer, or of a bank, trust company, insurance company  or
of  any  corporation,  firm or individual engaged in the  business  of  dealing,
either  as  agent or as principal, in securities, bills of exchange, acceptances
or other forms of commercial paper.

(d)   Except  as  disclosed  to  Morgan  Stanley  in  writing,  the  undersigned
continuously represents that it is not (a) an employee benefit plan (hereinafter
an  "ERISA Plan"), as defined in Section 3 (3) of the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA"), subject to Title  I  of  ERISA  or
Section  4975 of the Internal Revenue Code of 1986, as amended, or (b) a  person
acting  on behalf of an ERISA Plan or (c) a person the assets of whom constitute
assets  of an ERISA Plan. The undersigned will provide notice to Morgan  Stanley
in  the  event  that  it is aware that it is in breach of  any  aspect  of  this
representation or is aware that with the passing of time, giving  of  notice  or
expiry of any applicable grace period it will breach this representation.

(e)  Except as disclosed in writing to Morgan Stanley, the undersigned  is  not,
and will not be, an affiliate (as defined in Rule 144(a)(1) under the Securities
Act of 1933) of the issuer of any security held in the undersigned's accounts or
sold to or through Morgan Stanley and undertakes to inform Morgan Stanley of any
changes in such representation.

(f)  The  undersigned has full power and authority to execute and  deliver  each
Contract and to perform and observe the provisions thereof.

(g)  The  execution, delivery and performance of each Contract has been or  will
be,  prior  to  entering  into the Contract, duly authorized  by  all  necessary
internal action and do not or will not contravene any requirement of law or  any
contractual restrictions or agreement binding on or affecting the undersigned or
its assets.

(h)  Each  Contract has been or will be at the time it is entered into  properly
executed and delivered by the undersigned and constitutes and will constitute  a
legal, valid and binding obligation enforceable in accordance with its terms.

(i)  The  undersigned  will promptly furnish to Morgan  Stanley  appropriate
financial statements or similar documents upon Morgan Stanley's request  and
any  other  information as Morgan Stanley may reasonably request. Since  the
date of the most recent financial statements provided to Morgan Stanley,  if
any,  there has been no material adverse change in the information set forth
therein,  and,  if  the undersigned is not a natural person,  the  business,
financial condition, results, operations or prospects of the undersigned.

(j) No one that is not a party to this Agreement has any interest in any account
of  the  undersigned  with Morgan Stanley. The undersigned owns  the  Collateral
assigned,  or  to  be assigned, to Morgan Stanley under each Contract  free  and
clear of any lien, claims, encumbrances and transfer restrictions. Upon delivery
of  the Collateral to Morgan Stanley or upon the filing of appropriate financing
statements,  Morgan  Stanley will have, as security for the Obligations  of  the
undersigned, a perfected first priority security interest in the Collateral.  No
further filings or recordings with any governmental body, agency or official are
necessary to create or perfect the security interest in the Collateral.

(k)  The  undersigned represents to Morgan Stanley that all sales of  securities
(other than fully covered options) will be eligible to be marked "long" and that
the  undersigned will pay for all the securities purchased in full on trade date
or  such  later  date  as Morgan Stanley may permit. Any sell  order  which  the
undersigned  shall designate as being long is for securities then owned  by  the
undersigned. If such securities cannot be delivered by Morgan Stanley  from  any
account  of  the  undersigned,  the placing of such  order  shall  constitute  a
representation by the undersigned that the undersigned will deliver them as soon
as  it  is  possible to do so, without undue inconvenience or expense to  Morgan
Stanley.

(l)  The  undersigned acknowledges that it is acting as principal  (and  not  as
agent or in any other capacity, fiduciary or otherwise) for its own account, and
it  has  made  its  own independent decisions to enter into this  Agreement  and
Contracts  and  as  to  whether its activities and  investments  thereunder  are
appropriate  or proper for it based upon its own judgment and upon  advice  from
such advisers as it has deemed necessary. It is not relying on any communication
(written  or oral) of Morgan Stanley as investment advice or as a recommendation
to  enter  into any particular transaction; it being understood that information
and  explanations related to the terms and conditions of a transaction shall not
be considered investment advice or a recommendation to enter into a transaction.
No  communication (written or oral) received from Morgan Stanley shall be deemed
to  be an assurance or guarantee as to the expected results of a transaction. It
is  capable of assessing the merits of and understanding (on its own  behalf  or
thorough  independent  professional advice), and understands  and  accepts,  the
terms, conditions and risks of its transactions, and is capable of assuming, and
assumes, such risks. Morgan Stanley is not acting as a fiduciary for an  adviser
to  it in any respect, and does not perform any analysis or make any judgment on
any  matters  pertaining to the suitability of any order or offer  any  opinion,
judgment or other type of information pertaining to the nature, value, potential
or suitability of any particular transaction.

32. ACKNOWLEDGMENTS. The undersigned hereby consents and acknowledges that:

(a)  The  undersigned has received, and agrees to be bound by, Morgan  Stanley's
Credit Charge and Margin Information Statement, which is incorporated herein  by
reference;

(b)  The  undersigned has received a copy of this Agreement  and  has  read  and
understood its terms; and

(c) All conversations between us may be recorded on tape or otherwise.

NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE

PROXY DISCLOSURE STATEMENT

Under the rules of the Securities and Exchange Commission, we are required, upon
registrant's  request, to provide your name, address and security  positions  to
issuers  of  securities  that  you  own. The issuer  may  use  this  information
exclusively for purposes of corporate communications. _____(Check) IF  THIS  BOX
IS  CHECKED,  MORGAN STANLEY WILL DISCLOSE THE NAME AND ADDRESS INFORMATION  FOR
THE ACCOUNT ESTABLISHED BY THIS AGREEMENT TO ISSUERS OF SECURITIES WHICH I OWN.

ELECTRONIC TRADE CONFIRMATIONS

     X  (Check)  Yes,  we  would,  if  available,  like  to  receive  electronic
notification  of  our  trade  information  rather  than  a  mailed,  hard   copy
confirmation.

DATE: __5/9/02___

Financial Institution Partners,         MORGAN STANLEY &
III, L.P.                               CO. INCORPORATED,
By Hovde Capital, Ltd., general         on its own behalf
Partner,                                and on behalf of
by its authorized signatory             each Morgan Stanley Entity

/s/ Richard J. Perry, Jr.
- ---------------------------
Name: Richard J. Perry, Jr.             Name:
Date: 5/9/02                            Date:
Title: Secretary                        Title:

Page 36 of 82

    37
                                                                       EXHIBIT H

THE
BOND
MARKET
ASSOCIATION

                        Master Securities Loan Agreement

Between:                           Dated as of May 2, 2002

PRIME DEALER SERVICES CORP.

and

FINANCIAL INSTITUTION PARTNERS III, L.P.

This  Agreement  sets  forth  the terms and conditions  under  which  one  party
("Lender")  may  from time to time lend to the other party ("Borrower")  certain
securities  against  a  pledge of collateral. Capitalized  terms  not  otherwise
defined herein shall have the meanings provided in Section 26.

The parties hereto agree as follows:

1.   Loans of Securities.

1.1.  Subject to the terms and conditions of this Agreement, Borrower or  Lender
may,  from  time to time, orally seek to initiate a transaction in which  Lender
will lend securities to Borrower. Borrower and Lender shall agree orally on  the
terms  of  each  Loan,  including the issuer of the securities,  the  amount  of
securities  to be lent, the basis of compensation, and the amount of  Collateral
to be transferred by Borrower, which terms may be amended during the Loan.
1.2. Notwithstanding any other provision in this Agreement regarding when a Loan
commences, a Loan hereunder shall not occur until the Loaned Securities and the
Collateral therefor have been transferred in accordance with Section 16.
1.3. WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND
AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY
NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT,
THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF
SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE
LOANED SECURITIES.

2.   Transfer of Loaned Securities.

2.1.  Unless  otherwise  agreed,  Lender shall  transfer  Loaned  Securities  to
Borrower  hereunder  on  or before the Cutoff Time on  the  date  agreed  to  by
Borrower and Lender for the commencement of the Loan.
2.2. Unless otherwise agreed, Borrower shall provide Lender, in each Loan in
which Lender is a Customer, with a schedule and receipt listing the Loaned
Securities. Such schedule and receipt may consist of (a) a schedule provided to
Borrower by Lender and executed and returned by Borrower when the Loaned
Securities are received, (b) in the case of securities transferred through a
Clearing Organization which provides transferors with a notice evidencing such
transfer, such notice, or (c) a confirmation or other document provided to
Lender by Borrower.

3.   Collateral.

3.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with  the
transfer  of  the Loaned Securities to Borrower, but in no case later  than  the
close  of  business  on the day of such transfer, transfer to Lender  Collateral
with  a  market value at least equal to a percentage of the market value of  the
Loaned Securities agreed to by Borrower and Lender (which shall be not less than
100% of the market value of the Loaned Securities) (the "Margin Percentage").
3.2. The Collateral transferred by Borrower to Lender, as adjusted pursuant to
Section 8, shall be security for Borrower's obligations in respect of such Loan
and for any other obligations of Borrower to Lender. Borrower hereby pledges
with, assigns to, and grants Lender a continuing first security interest in, and
a lien upon, the Collateral, which shall attach upon the transfer of the Loaned
Securities by Lender to Borrower and which shall cease upon the transfer of the
Loaned Securities by Borrower to Lender. In addition to the rights and remedies
given to Lender hereunder, Lender shall have all the rights and remedies of a
secured party under the New York Uniform Commercial Code. It is understood that
Lender may use or invest the Collateral, if such consists of cash, at its own
risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term
of any Loan hereunder, segregate Collateral from all securities or other assets
in its possession. Lender may pledge, repledge, hypothecate, rehypothecate,
lend, relend, sell or otherwise transfer the Collateral, or re-register
Collateral evidenced by physical certificates in any name other than Borrower's,
only (a) if Lender is Broker-Dealer or (b) in the event of a Default by
Borrower. Segregation of Collateral may be accomplished by appropriate
identification on the books and records of Lender if it is a "financial
intermediary" or a "clearing corporation" within the meaning of the New York
Uniform Commercial Code.
3.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned
Securities on the day a Loan is terminated pursuant to Section 5, Lender shall
be obligated to transfer the Collateral (as adjusted pursuant to Section 8) to
Borrower no later than the Cutoff Time on such day or, if such day is not a day
on which a transfer of such Collateral may be effected under Section 16, the
next day on which such a transfer may be effected.
3.4. If Borrower transfers Collateral to Lender, as provided in Section 3.1, and
Lender does not transfer the Loaned Securities to Borrower, Borrower shall have
the absolute right to the return of the Collateral; and if Lender transfers
Loaned Securities to Borrower and Borrower does not transfer Collateral to
Lender as provided in Section 3.1, Lender shall have the absolute right to the
return of the Loaned Securities.
3.5. Borrower may, upon reasonable notice to Lender (taking into account all
relevant factors, including industry practice, the type of Collateral to be
substituted and the applicable method of transfer), substitute Collateral for
Collateral securing any Loan or Loans; provided, however, that such substituted
Collateral shall (a) consist only of cash, securities or other property that
Borrower and Lender agreed would be acceptable Collateral prior to the Loan or
Loans and (b) have a market value such that the aggregate market value of such
substituted Collateral, together with all other Collateral for Loans in which
the party substituting such Collateral is acting as Borrower, shall equal or
exceed the agreed upon Margin Percentage of the market value of the Loaned
Securities. Prior to the expiration of any letter of credit supporting
Borrower's obligations hereunder, Borrower shall, no later than the Cutoff Time
on the date such letter of credit expires, obtain an extension of the expiration
of such letter of credit or replace such letter of credit by providing Lender
with a substitute letter of credit in an amount at least equal to the amount of
the letter of credit for which it is substituted.
3.6. Lender acknowledges that, in connection with Loans of Government Securities
and as otherwise permitted by applicable law, some securities provided by
Borrower as Collateral under this Agreement may not be guaranteed by the United
States.

4.   Fees for Loan.

4.1.  Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan  fee  (a
"Loan  Fee"), computed daily on each Loan to the extent such Loan is secured  by
Collateral  other than cash, based on the aggregate par value (in  the  case  of
Loans  of Government Securities) or the aggregate market value (in the  case  of
all other Loans) of the Loaned Securities on the day for which such Loan Fee  is
being  computed, and (b) Lender agrees to pay Borrower a fee or rebate (a  "Cash
Collateral Fee") on Collateral consisting of cash, computed daily based  on  the
amount of cash held by Lender as Collateral, in the case of each of the Loan Fee
and  the  Cash  Collateral Fee at such rates as Borrower and Lender  may  agree.
Except  as  Borrower  and Lender may otherwise agree (in  the  event  that  cash
Collateral is transferred by clearing house funds or otherwise), Loan Fees shall
accrue  from  and  including  the  date  on  which  the  Loaned  Securities  are
transferred  to  Borrower  to, but excluding, the  date  on  which  such  Loaned
Securities  are returned to Lender, and Cash Collateral Fees shall  accrue  from
and including the date on which the cash Collateral is transferred to Lender to,
but excluding, the date on which such cash Collateral is returned to Borrower.

Page 37 of 82

    38

4.2.  Unless  otherwise  agreed, any Loan Fee or  Cash  Collateral  Fee  payable
hereunder shall be payable:
(a)   in  the  case of any Loan of securities other than Government  Securities,
upon  the  earlier of (i) the fifteenth day of the month following the  calendar
month  in  which  such  fee was incurred or (ii) the termination  of  all  Loans
hereunder  (or, if a transfer of cash in accordance with Section 16 may  not  be
effected  on such fifteenth day or the day of such termination, as the case  may
be, the next day on which such a transfer may be effected); and

(b)   in the case of any Loan of Government Securities, upon the termination  of
such Loan.

Notwithstanding  the  foregoing, all Loan Fees  shall  be  payable  by  Borrower
immediately  in  the  event  of a Default hereunder by  Borrower  and  all  Cash
Collateral Fees shall be payable immediately by Lender in the event of a Default
by Lender.

5.    Termination  of  the  Loan.  Unless otherwise  agreed,  (a)  Borrower  may
terminate a Loan on any Business Day by giving notice to Lender and transferring
the Loaned Securities to Lender before the Cutoff Time on such Business Day, and
(b)  Lender  may  terminate a Loan on a termination date established  by  notice
given  to  Borrower  prior  to the close of business  on  a  Business  Day.  The
termination date established by a termination notice given by Lender to Borrower
shall  be a date no earlier than the standard settlement date for trades of  the
Loaned  Securities  entered into on the date of such notice, which  date  shall,
unless  Borrower  and  Lender agree to the contrary,  be  (i)  in  the  case  of
Government Securities, the next Business Day following such notice and  (ii)  in
the  case of all other securities, the third Business Day following such notice.
Unless  otherwise agreed, Borrower shall, on or before the Cutoff  Time  on  the
termination date of a Loan, transfer the Loaned Securities to Lender;  provided,
however,  that  upon  such  transfer  by Borrower,  Lender  shall  transfer  the
Collateral  (as  adjusted pursuant to Section 8) to Borrower in accordance  with
Section 3.3.

6.   Rights of Borrower in Respect of the Loaned Securities. Except as set forth
in  Sections  7.1 and 7.2 and as otherwise agreed by Borrower and Lender,  until
Loaned Securities are required to be redelivered to Lender upon termination of a
Loan  hereunder,  Borrower shall have all of the incidents of ownership  of  the
Loaned  Securities,  including the right to transfer the  Loaned  Securities  to
others. Lender hereby waives the right to vote, or to provide any consent or  to
take any similar action with respect to, the Loaned Securities in the event that
the  record date or deadline for such vote, consent or other action falls during
the term of the Loan.

7.   Dividends, Distributions, Etc.

7.1. Lender shall be entitled to receive all distributions made on or in respect
of the Loaned Securities which are not otherwise received by Lender, to the full
extent  it  would be so entitled if the Loaned Securities had not been  lent  to
Borrower,  including, but not limited to: (a) cash and all other  property,  (b)
stock  dividends, (c) securities received as a result of split ups of the Loaned
Securities and distributions in respect thereof, (d) interest payments, and  (e)
all rights to purchase additional securities.
7.2. Any cash distributions made on or in respect of the Loaned Securities,
which Lender is entitled to receive pursuant to Section 7.1, shall be paid by
the transfer of cash to Lender by Borrower, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Lender is not in
Default at the time of such payment. Non-cash distributions received by Borrower
shall be added to the Loaned Securities on the date of distribution and shall be
considered such for all purposes, except that if the Loan has terminated,
Borrower shall forthwith transfer the same to Lender.
7.3. Borrower shall be entitled to receive all cash distributions made on or in
respect of non-cash Collateral which are not otherwise received by Borrower, to
the full extent it would be so entitled if the Collateral had not been
transferred to Lender. Any distributions of cash made on or in respect of such
Collateral which Borrower is entitled to receive hereunder shall be paid by the
transfer of cash to Borrower by Lender, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Borrower is not
in Default at the time of such payment.
7.4. (a)  Unless otherwise agreed, if (i) Borrower is required to make a payment
(a "Borrower Payment") with respect to cash distributions on Loaned Securities
under Sections 7.1 and 7.2 ("Securities Distributions"), or (ii) Lender is
required to make a payment (a "Lender Payment") with respect to cash
distributions on Collateral under Section 7.3 ("Collateral Distributions"), and
(iii) Borrower or Lender, as the case may be ("Payor"), shall be required by law
to collect any withholding or other tax, duty, fee, levy or charge required to
be deducted or withheld from such Borrower Payment or Lender Payment ("Tax"),
then Payor shall (subject to subsections (b) and (c) below), pay such additional
amounts as may be necessary in order that the net amount of the Borrower Payment
or Lender Payment received by the Lender or Borrower, as the case may be
("Payee"), after payment of such Tax equals the net amount of the Securities
Distribution or Collateral Distribution that would have been received if such
Securities Distribution or Collateral Distribution had been paid directly to the
Payee.

(b)  No  additional  amounts shall be payable to a Payee  under  subsection  (a)
     above  to  the  extent  that Tax would have been imposed  on  a  Securities
     Distribution or Collateral Distribution paid directly to the Payee.

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    39

(c)   No  additional  amounts shall be payable to a Payee under  subsection  (a)
above  to  the  extent  that such Payee is entitled to  an  exemption  from,  or
reduction in the rate of, Tax on a Borrower Payment or Lender Payment subject to
the provision of a certificate or other documentation, but has failed timely  to
provide such certificate or other documentation.

(d)  Each party hereto shall be deemed to represent that, as of the commencement
of  any Loan hereunder, no Tax would be imposed on any cash distribution paid to
it with respect to (i) Loaned Securities subject to a Loan in which it is acting
as  Lender  or  (ii) Collateral for any Loan in which it is acting as  Borrower,
unless  such  party has given notice to the contrary to the other  party  hereto
(which  notice shall specify the rate at which such Tax would be imposed).  Each
party agrees to notify the other of any change that occurs during the term of  a
Loan in the rate of any Tax that would be imposed on any such cash distributions
payable to it.

7.5. To the extent that, under the provisions of Sections 7.1 through 7.4 (a)  a
transfer  of  cash  or other property by Borrower would give rise  to  a  Margin
Excess  (as  defined in Section 8.3 below) or (b) a transfer of  cash  or  other
property  by Lender would give rise to a Margin Deficit (as defined  in  Section
8.2  below),  Borrower or Lender (as the case may be) shall not be obligated  to
make  such  transfer of cash or other property in accordance with such Sections,
but  shall  in lieu of such transfer immediately credit the amounts  that  would
have  been transferable under such Sections to the account of Lender or Borrower
(as the case may be).

8.   Mark to Market.

8.1.  Borrower shall daily mark to market any Loan hereunder and  in  the  event
that  at  the  close  of trading on any Business Day the  market  value  of  the
Collateral for any Loan to Borrower shall be less than 100% of the market  value
of  all  the outstanding Loaned Securities subject to such Loan, Borrower  shall
transfer additional Collateral no later than the close of the next Business  Day
so that the market value of such additional Collateral, when added to the market
value  of  the  other Collateral for such Loan, shall equal 100% of  the  market
value of the Loaned Securities.
8.2. In addition to any rights of Lender under Section 8.1, in the event that at
the close of trading on any Business Day the aggregate market value of all
Collateral for Loans by Lender shall be less than the Margin Percentage of the
market value of all the outstanding Loaned Securities subject to such Loans (a
"Margin Deficit"), Lender may, by notice to Borrower, demand that Borrower
transfer to Lender additional Collateral so that the market value of such
additional Collateral, when added to the market value of all other Collateral
for such Loans, shall equal or exceed the agreed upon Margin Percentage of the
market value of the Loaned Securities. Unless otherwise agreed, such transfer is
to be made no later than the close of the next Business Day following the day of
Lender's notice to Borrower.
8.3. In the event that at the close of trading on any Business Day the market
value of all Collateral for Loans to Borrower shall be greater than the Margin
Percentage of the market value of all the outstanding Loaned Securities subject
to such Loans (a "Margin Excess"), Borrower may, by notice to Lender, demand
that Lender transfer to Borrower such amount of the Collateral selected by
Borrower so that the market value of the Collateral for such Loans, after
deduction of such amounts, shall thereupon not exceed the Margin Percentage of
the market value of the Loaned Securities. Unless otherwise agreed, such
transfer is to be made no later than the close of the next Business Day
following the day of Borrower's notice to Lender.
8.4. Borrower and Lender may agree, with respect to one or more Loans hereunder,
to mark the values to market pursuant to Sections 8.2 and 8.3 by separately
valuing the Loaned Securities lent and the Collateral given in respect thereof
on a Loan-by-Loan basis.
8.5. Borrower and Lender may agree, with respect to any or all Loans hereunder,
that the respective rights of Lender and Borrower under Sections 8.2 and 8.3 may
be exercised only where a Margin Excess or Margin Deficit exceeds a specified
dollar amount or a specified percentage of the market value of the Loaned
Securities under such Loans (which amount or percentage shall be agreed to by
Borrower and Lender prior to entering into any such Loans).

9.   Representations.    Each party to this Agreement hereby makes the following
representations and warranties, which shall continue during the term of any Loan
hereunder:

9.1.  Each  party hereto represents and warrants that (a) it has  the  power  to
execute and deliver this Agreement, to enter into the Loans contemplated  hereby
and  to perform its obligations hereunder; (b) it has taken all necessary action
to  authorize  such execution, delivery and performance; and (c) this  Agreement
constitutes  a  legal, valid and binding obligation enforceable  against  it  in
accordance with its terms.
9.2. Each party hereto represents and warrants that the execution, delivery and
performance by it of this Agreement and each Loan hereunder will at all times
comply with all applicable laws and regulations including those of applicable
regulatory and self-regulatory organizations.
9.3. Each party hereto represents and warrants that it has not relied on the
other for any tax or accounting advice concerning this Agreement and that it has
made its own determination as to the tax and accounting treatment of any Loan
and any dividends, remuneration or other funds received hereunder.
9.4. Borrower represents and warrants that it is acting for its own account.
Lender represents and warrants that it is acting for its own account unless it
expressly specifies otherwise in writing and complies with Section 10.3(b).
9.5. Borrower represents and warrants that (a) it has, or will have at the time
of transfer of any Collateral, the right to grant a first security interest
therein subject to the terms and conditions hereof, and (b) it (or the person to
whom it relends the Loaned Securities) is borrowing or will borrow the Loaned
Securities (except for Loaned Securities that qualify as "exempted securities"
under Regulation T of the Board of Governors of the Federal Reserve System) for
the purpose of making delivery of such securities in the case of short sales,
failure to receive securities required to be delivered, or as otherwise
permitted pursuant to Regulation T as in effect from time to time.
9.6. Lender represents and warrants that it has, or will have at the time of
transfer of any Loaned Securities, the right to transfer the Loaned Securities
subject to the terms and conditions hereof.

10.  Covenants.

10.1.     Each party hereto agrees and acknowledges that (a) each Loan hereunder
is  a  "securities contract," as such term is defined in Section 741(7) of Title
11  of  the  United  States Code (the "Bankruptcy Code"),  (b)  each  and  every
transfer  of funds, securities and other property under this Agreement and  each
Loan  hereunder is a "settlement payment" or a "margin payment," as  such  terms
are  used in Sections 362(b)(6) and 546(e) of the Bankruptcy Code, and  (c)  the
rights  given  to  Borrower and Lender hereunder upon a  Default  by  the  other
constitute the right to cause the liquidation of a securities contract  and  the
right  to  set  off  mutual  debts and claims in connection  with  a  securities
contract, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy
Code.  Each party hereto further agrees and acknowledges that if a party  hereto
is  an  "insured depository institution," as such term is defined in the Federal
Deposit  Insurance  Act,  as amended ("FDIA"), then each  Loan  hereunder  is  a
"securities  contract" and "qualified financial contract,"  as  such  terms  are
defined in the FDIA and any rules, orders or policy statements thereunder.
10.2.     Borrower agrees to be liable as principal with respect to its
obligations hereunder.
10.3.     Lender agrees either (a) to be liable as principal with respect to its
obligations hereunder or (b) to execute and comply fully with the provisions of
Annex I (the terms and conditions of which Annex are incorporated herein and
made a part hereof).
10.4.     Promptly upon (and in any event within seven (7) Business Days after)
demand by Lender, Borrower shall furnish Lender with Borrower's most recent
publicly-available financial statements and any other financial statements
mutually agreed upon by Borrower and Lender. Unless otherwise agreed, if
Borrower is subject to the requirements of Rule 17a-5(c) under the Exchange Act,
it may satisfy the requirements of this Section by furnishing Lender with its
most recent statement required to be furnished to customers pursuant to such
Rule.
10.5.     Except to the extent required by applicable law or regulation or as
otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no
event be "exchange contracts" for purposes of the rules of any securities
exchange and that Loans hereunder shall not be governed by the buy-in or similar
rules of any such exchange, registered national securities or other self-
regulatory organization.

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    40

11.   Events  of Default.   All Loans hereunder may, at the option of  the  non-
defaulting party exercised by notice to the defaulting party (which option shall
be  deemed  to have been exercised even if no notice is given, immediately  upon
the  occurrence of an event specified in subsection 11.5 below),  be  terminated
immediately  upon  the  occurrence of any one or more of  the  following  events
(individually, a "Default"):

11.1.      if  any  Loaned Securities shall not be transferred  to  Lender  upon
termination of the Loan as required by Section 5;
11.2.     if any Collateral shall not be transferred to Borrower upon
termination of the Loan as required by Sections 3.3 and 5;
11.3.     if either party shall fail to transfer Collateral as required by
Section 8;
11.4.     if either party (i) shall fail to transfer to the other party amounts
in respect of distributions required to be transferred by Section 7, (ii) shall
have received notice of such failure from the non-defaulting party, and (iii)
shall not have cured such default by the Cutoff Time on the next day after such
notice on which a transfer of cash may be effected in accordance with Section
16;
11.5.     if (i) either party shall commence as debtor any case or proceeding
under any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar law, or seek the appointment of a receiver, conservator, trustee,
custodian or similar official for such party or any substantial part of its
property, (ii) any such case or proceeding shall be commenced against either
party, or another shall seek such an appointment, or any application shall be
filed against either party for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (A) is consented to or not
timely contested by such party, (B) results in the entry of an order for relief,
such an appointment, the issuance of such a protective decree or the entry of an
order having a similar effect, or (C) is not dismissed within 15 days, (iii)
either party shall make a general assignment for the benefit of creditors, or
(iv) either party shall admit in writing its inability to pay its debts as they
become due;
11.6.     if either party shall have been suspended or expelled from membership
or participation in any national securities exchange or registered national
securities association of which it is a member or other self-regulatory
organization to whose rules it is subject or if it is suspended from dealing in
securities by any federal or state government agency thereof;
11.7.     if either party shall have its license, charter, or other
authorization necessary to conduct a material portion of its business withdrawn,
suspended or revoked by any applicable federal or state government or agency
thereof;
11.8.     if any representation made by either party in respect of this
Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any
material respect during the term of any Loan hereunder;
11.9.     if either party notifies the other, orally or in writing, of its
inability to or its intention not to perform its obligations hereunder or
otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or
11.10.    if either party (i) shall fail to perform any material obligation
under this Agreement not specifically set forth in clauses 11.1 through 11.9
above, including but not limited to the payment of fees as required by Section
4, and the payment of transfer taxes as required by Section 14, (ii) shall have
received notice of such failure from the non-defaulting party and (iii) shall
not have cured such failure by the Cutoff Time on the next day after such notice
on which a transfer of cash may be effected under Section 16.

12.   Lender's  Remedies.   Upon the occurrence of a Default  under  Section  11
entitling  Lender to terminate all Loans hereunder, Lender shall have the  right
(without further notice to Borrower), in addition to any other remedies provided
herein  or  under  applicable  law, (a) to purchase  a  like  amount  of  Loaned
Securities  ("Replacement  Securities")  in  the  principal  market   for   such
securities  in  a commercially reasonable manner, (b) to sell any Collateral  in
the principal market for such Collateral in a commercially reasonable manner and
(c)  to apply and set off the Collateral and any proceeds thereof (including any
amounts  drawn under a letter of credit supporting any Loan) against the payment
of  the  purchase price for such Replacement Securities and any amounts  due  to
Lender  under Sections 4, 7, 14 and 17. In the event Lender shall exercise  such
rights,  Borrower's obligation to return a like amount of the Loaned  Securities
shall  terminate.  Lender may similarly apply the Collateral  and  any  proceeds
thereof to any obligation of Borrower under this Agreement, including Borrower's
obligations with respect to distributions paid to Borrower (and not forwarded to
Lender)  in  respect of Loaned Securities. In the event that  (i)  the  purchase
price  of Replacement Securities (plus all other amounts, if any, due to  Lender
hereunder) exceeds (ii) the amount of the Collateral, Borrower shall  be  liable
to Lender for the amount of such excess together with interest thereon at a rate
equal  to (A) in the case of purchases of Foreign Securities, LIBOR, (B) in  the
case  of  purchases of any other securities (or other amounts, if  any,  due  to
Lender  hereunder),  the Federal Funds Rate or (C) such other  rate  as  may  be
specified in Schedule B, in each case as such rate fluctuates from day  to  day,
from  the  date  of such purchase until the date of payment of such  excess.  As
security  for Borrower's obligation to pay such excess, Lender shall  have,  and
Borrower  hereby  grants, a security interest in any property of  Borrower  then
held  by  or for Lender and a right of setoff with respect to such property  and
any  other  amount  payable  by  Lender  to  Borrower.  The  purchase  price  of
Replacement  Securities purchased under this Section 12 shall include,  and  the
proceeds  of  any  sale of Collateral shall be determined  after  deduction  of,
broker's  fees and commissions and all other reasonable costs, fees and expenses
related  to  such  purchase or sale (as the case may be). In  the  event  Lender
exercises  its  rights  under this Section 12, Lender  may  elect  in  its  sole
discretion, in lieu of purchasing all or a portion of the Replacement Securities
or  selling  all  or  a portion of the Collateral, to be deemed  to  have  made,
respectively, such purchase of Replacement Securities or sale of Collateral  for
an amount equal to the price therefor on the date of such exercise obtained from
a generally recognized source or the most recent closing bid quotation from such
a  source.  Subject  to  Section 19, upon the satisfaction  of  all  obligations
hereunder, any remaining Collateral shall be returned to Borrower.

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    41

13.  Borrower's Remedies.     Upon the occurrence of a Default under Section  11
entitling  Borrower to terminate all Loans hereunder, Borrower  shall  have  the
right  (without  further notice to Lender), in addition to  any  other  remedies
provided  herein  or  under applicable law, (a) to purchase  a  like  amount  of
Collateral  ("Replacement  Collateral")  in  the  principal  market   for   such
Collateral in a commercially reasonable manner, (b) to sell a like amount of the
Loaned  Securities in the principal market for such securities in a commercially
reasonable  manner  and (c) to apply and set off the Loaned Securities  and  any
proceeds  thereof  against  (i)  the payment of  the  purchase  price  for  such
Replacement  Collateral (ii) Lender's obligation to return  any  cash  or  other
Collateral and (iii) any amounts due to Borrower under Sections 4, 7 and 17.  In
such  event,  Borrower may treat the Loaned Securities as its own  and  Lender's
obligation to return a like amount of the Collateral shall terminate;  provided,
however,  that Lender shall immediately return any letters of credit  supporting
any  Loan  upon  the exercise or deemed exercise by Borrower of its  termination
rights under Section 11. Borrower may similarly apply the Loaned Securities  and
any  proceeds  thereof to any other obligation of Lender under  this  Agreement,
including Lender's obligations with respect to distributions paid to Lender (and
not  forwarded to Borrower) in respect of Collateral. In the event that (i)  the
sales  price received from such Loaned Securities is less than (ii) the purchase
price of Replacement Collateral (plus the amount of any cash or other Collateral
not  replaced  by  Borrower  and all other amounts,  if  any,  due  to  Borrower
hereunder),  Lender  shall be liable to Borrower for  the  amount  of  any  such
deficiency, together with interest on such amounts at a rate equal to (A) in the
case  of Collateral consisting of Foreign Securities, LIBOR, (B) in the case  of
Collateral consisting of any other securities (or other amounts due, if any,  to
Borrower  hereunder), the Federal Funds Rate or (C) such other rate  as  may  be
specified  in Schedule B in each case as such rate fluctuates from day  to  day,
from  the  date  of such sale until the date of payment of such  deficiency.  As
security for Lender's obligation to pay such deficiency, Borrower shall have and
Lender hereby grants, a security interest in any property of Lender then held by
or  for  Borrower  and a right of setoff with respect to such property  and  any
other  amount  payable  by  Borrower  to  Lender.  The  purchase  price  of  any
Replacement  Collateral purchased under this Section 13 shall include,  and  the
proceeds  of  any sale of Loaned Securities shall be determined after  deduction
of,  broker's  fees  and commissions and all other reasonable  costs,  fees  and
expenses  related to such purchase or sale (as the case may be).  In  the  event
Borrower exercises its rights under this Section 13, Borrower may elect  in  its
sole  discretion,  in  lieu of purchasing all or a portion  of  the  Replacement
Collateral or selling all or a portion of the Loaned Securities, to be deemed to
have  made,  respectively, such purchase of Replacement Collateral  or  sale  of
Loaned Securities for an amount equal to the price therefor on the date of  such
exercise obtained from a generally recognized source or the most recent  closing
bid  quotation from such a source. Subject to Section 19, upon the  satisfaction
of  all  Lender's  obligations hereunder, any remaining  Loaned  Securities  (or
remaining  cash proceeds thereof) shall be returned to Lender. Without  limiting
the foregoing, the parties hereto agree that they intend the Loans hereunder  to
be loans of securities. If, however, any Loan is deemed to be a loan of money by
Borrower to Lender, then Borrower shall have, and Lender shall be deemed to have
granted, a security interest in the Loaned Securities and the proceeds thereof.

14.   Transfer Taxes.     All transfer taxes with respect to the transfer of the
Loaned  Securities  by  Lender  to  Borrower and  by  Borrower  to  Lender  upon
termination of the Loan shall be paid by Borrower.

15.  Market Value.

15.1.     Unless otherwise agreed, if the principal market for the securities to
be  valued is a national securities exchange in the United States, their  market
value  shall  be  determined by their last sale price on such  exchange  on  the
preceding  Business Day or, if there was no sale on that day, by the  last  sale
price  on  the  next preceding Business Day on which there was a  sale  on  such
exchange,  all  as  quoted on the Consolidated Tape or, if  not  quoted  on  the
Consolidated Tape, then as quoted by such exchange.
15.2.     Except as provided in Section 15.3 or 15.4 or as otherwise agreed, if
the principal market for the securities to be valued is the over-the-counter
market, their market value shall be determined as follows. If the securities are
quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), their market value shall be the closing sale price on NASDAQ
on the preceding Business Day or, if the securities are issues for which last
sale prices are not quoted on NASDAQ, the closing bid price on such day.  If the
securities to be valued are not quoted on NASDAQ, their market value shall be
the highest bid quotation as quoted in any of The Wall Street Journal, the
National Quotation Bureau pink sheets, the Salomon Brothers quotation sheets,
quotations sheets of registered market makers and, if necessary, dealers'
telephone quotations on the preceding Business Day. In each case, if the
relevant quotation did not exist on such day, then the relevant quotation on the
next preceding Business Day in which there was such a quotation shall be the
market value.
15.3.     Unless otherwise agreed, if the securities to be valued are Government
Securities, their market value shall be the average of the bid and ask prices as
quoted on Prophesy at 3:30 P.M. New York time on the Business Day preceding the
date on which such determination is made. If the securities are not so quoted on
such day, their market value shall be determined as of the next preceding
Business Day on which they were so quoted. If the securities to be valued are
Government Securities that are not quoted on Prophesy, their market value shall
be determined as of the close of business on the preceding Business Day in
accordance with market practice for such securities.
15.4.     Unless otherwise agreed, if the securities to be valued are Foreign
Securities, their market value shall be determined as of the close of business
on the preceding Business Day in accordance with market practice in the
principal market for such securities.
15.5.     Unless otherwise agreed, the market value of a letter of credit shall
be the undrawn amount thereof.
15.6.     All determinations of market value under Sections 15.1, 15.2, 15.3,
and 15.4 shall include, where applicable, accrued interest to the extent not
already included therein (other than any interest transferred to the other party
pursuant to Section 7), unless market practice with respect to the valuation of
such securities in connection with securities loans is to the contrary. All
determinations of market value that are required to be made at the close of
trading on any Business Day pursuant to Section 8 or otherwise hereunder shall
be made as if being determined at the commencement of trading on the next
Business Day. The determinations of market value provided for in this Section 15
shall apply for all purposes under this Agreement, except for purposes of
Sections 12 and 13.

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16.  Transfers.

16.1.      All  transfers  of  securities hereunder shall  by  be  (a)  physical
delivery  of  certificates  representing  such  securities  together  with  duly
executed  stock  and bond transfer powers, as the case may be,  with  signatures
guaranteed by a bank or a member firm of the New York Stock Exchange, Inc.,  (b)
transfer  on  the books of a Clearing Organization, or (c) such other  means  as
Borrower  and  Lender may agree. In every transfer of securities hereunder,  the
transferor  shall  take  all steps necessary (i) to effect  a  "transfer"  under
Section  8-313  of  the New York Uniform Commercial Code or,  where  applicable,
under any U.S. federal regulation governing transfers of securities and (ii)  to
provide  the transferee with comparable rights under any applicable foreign  law
or regulation.
16.2.     All transfers of cash Collateral hereunder shall be by (a) wire
transfer in immediately available, freely transferable funds or (b) such other
means as Borrower and Lender may agree. All other transfers of cash hereunder
shall be made in accordance with the preceding sentence or by delivery of a
certified or official bank check representing next-day New York Clearing House
Funds.
16.3.     All transfers of a letter of credit from Borrower to Lender shall be
made by physical delivery to Lender of an irrevocable letter of credit issued by
a "bank" as defined in Section 3(a)(6)(A)-(C) of the Exchange Act. Transfer of a
letter of credit from Lender to Borrower shall be made by causing such letter of
credit to be returned or by causing the amount of such letter of credit to be
reduced to the amount required after such transfer.
16.4.     A transfer of securities, cash or letters of credit may be effected
under this Section 16 on any day except (a) a day on which the transferee is
closed for business at its address set forth in Schedule A hereto or (b) a day
on which a Clearing Organization or wire transfer system is closed, if the
facilities of such Clearing Organization or wire transfer system are required to
effect such transfer.

17.  Contractual Currency.

17.1.      Borrower  and  Lender agree that: (a) any payment  in  respect  of  a
distribution  under  Section  7  shall be made in  the  currency  in  which  the
underlying distribution of cash was made; (b) any return of cash shall  be  made
in  the  currency in which the underlying transfer of cash was made and (c)  any
other payment of cash in connection with a Loan under this Agreement shall be in
the  currency  agreed upon by Borrower and Lender in connection with  such  Loan
(the  currency established under clause (a), (b) or (c) hereinafter referred  to
as  the "Contractual Currency"). Notwithstanding the foregoing, the payee of any
such  payment  may, at its option, accept tender thereof in any other  currency;
provided,  however,  that,  to  the  extent permitted  by  applicable  law,  the
obligation  of  the payor to make such payment will be discharged  only  to  the
extent  of  the  amount of Contractual Currency that such payee may,  consistent
with  normal  banking  procedures,  purchase with  such  other  currency  (after
deduction  of  any  premium  and costs of exchange)  on  the  banking  day  next
succeeding its receipt of such currency.
17.2.     If for any reason the amount in the Contractual Currency received
under Section 17.1, including amounts received after conversion of any recovery
under any judgment or order expressed in a currency other than the Contractual
Currency, falls short of the amount in the Contractual Currency due in respect
of this Agreement, the party required to make the payment will (unless a Default
has occurred and such party is the non-defaulting party) as a separate and
independent obligation and to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall.
17.3.     If for any reason the amount in the Contractual Currency received
under Section 17.1 exceeds the amount in the Contractual Currency due in respect
of this Agreement, then the party receiving the payment will (unless a Default
has occurred and such party is the non-defaulting party) refund promptly the
amount of such excess.

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    43

18.  [INTENTIONALLY DELETED]

19.   Single Agreement.  Borrower and Lender acknowledge that, and have  entered
into this Agreement in reliance on the fact that, all Loans hereunder constitute
a  single  business and contractual relationship and have been entered  into  in
consideration of each other. Accordingly, Borrower and Lender hereby agree  that
payments,  deliveries and other transfers made by either of them in  respect  of
any  Loan  shall  be  deemed  to have been made in  consideration  of  payments,
deliveries and other transfers in respect of any other Loan hereunder,  and  the
obligations  to  make any such payment, deliveries and other  transfers  may  be
applied  against  each  other  and  netted. In  addition,  Borrower  and  Lender
acknowledge that, and have entered into this Agreement in reliance on  the  fact
that, all Loans hereunder have been entered into in consideration of each other.
Accordingly, Borrower and Lender hereby agree that (a) each shall perform all of
its  obligations in respect of each Loan hereunder, and that a  default  in  the
performance  of  any such obligation by Borrower or by Lender  (the  "Defaulting
Party") in any Loan hereunder shall constitute a default by the Defaulting Party
under  all  such  Loans  hereunder, and (b) the non-defaulting  party  shall  be
entitled to set off claims and apply property held by it in respect of any  Loan
hereunder against obligations owing to it in respect of any other Loan with  the
Defaulting Party.

20.   APPLICABLE  LAW.   THIS  AGREEMENT SHALL  BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

21.   Waiver.   The failure of a party to this Agreement to insist  upon  strict
adherence  to any term of this Agreement on any occasion shall not be considered
a  waiver  or  deprive that party of the right thereafter to insist upon  strict
adherence  to  that  term or any other term of this Agreement.  All  waivers  in
respect of a Default must be in writing.

22.   Remedies.  All remedies hereunder and all obligations with respect to  any
Loan  shall  survive  the  termination of the relevant Loan,  return  of  Loaned
Securities or Collateral and termination of this Agreement.

23.   Notices and Other Communications.  Unless another address is specified  in
writing by the respective party to whom any notice or other communication is  to
be  given  hereunder, all such notices or communications shall be in writing  or
confirmed  in  writing and delivered at the respective addresses  set  forth  in
Schedule  A attached hereto. All notices shall be effective upon actual receipt,
provided, however, that if any notice shall be received by a party on a  day  on
which  such party is not open for business at its office located at the  address
set  forth  in Schedule A, such notice shall be deemed to have been received  by
such  party  at the opening of business on the next day on which such  party  is
open for business at such address.

24.  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

24.1.      EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO  THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE  COURT
SITTING  IN  NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT,  SOLELY
FOR  THE  PURPOSE  OF  ANY  SUIT, ACTION OR PROCEEDING BROUGHT  TO  ENFORCE  ITS
OBLIGATIONS  HEREUNDER  OR RELATING IN ANY WAY TO THIS  AGREEMENT  OR  ANY  LOAN
HEREUNDER  AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO  SO,  ANY
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN  ANY  SUCH  COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF  ITS  PLACE  OF
RESIDENCE OR DOMICILE.
24.2.     EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

25.   Miscellaneous.  This Agreement supersedes any other agreement between  the
parties hereto concerning loans of securities between Borrower and Lender.  This
Agreement  shall  not  be  assigned by either party without  the  prior  written
consent  of  the other party and any attempted assignment without  such  consent
shall  be  null  and  void. Subject to the foregoing, this  Agreement  shall  be
binding  upon and shall ensure to the benefit of Borrower and Lender  and  their
respective heirs, representatives, successors and assigns. This Agreement may be
terminated  by  either party upon written notice to the other, subject  only  to
fulfillment  of any obligations then outstanding. This Agreement  shall  not  be
modified,  except by an instrument in writing signed by the party  against  whom
enforcement  is  sought.  The  parties hereto acknowledge  and  agree  that,  in
connection with this Agreement and each Loan hereunder, time is of the  essence.
Each provision and agreement herein shall be treated as separate and independent
from  any  other  provision herein and shall be enforceable notwithstanding  the
unenforceability of any such other provision or agreement.

26.  Definitions.  For the purposes hereof:

26.1.      "Broker-Dealer" shall mean any person that is a broker  (including  a
municipal  securities broker), dealer, municipal securities  dealer,  government
securities  broker or government securities dealer as defined  in  the  Exchange
Act,  regardless of whether the activities of such person are conducted  in  the
United  States or otherwise require such person to register with the  Securities
and Exchange Commission or other regulatory body.
26.2.     "Business Day" shall mean, with respect to any Loan hereunder, a day
on which regular trading occurs in the principal market for the Loaned
Securities subject to such Loan, provided, however, that for purposes of Section
15, such term shall mean a day on which regular trading occurs in the principal
market for the securities whose value is being determined. Notwithstanding the
foregoing, (i) for purposes of Section 8, "Business Day" shall mean any day on
which regular trading occurs in the principal market for any Loaned Securities
or for any securities Collateral under any outstanding Loan hereunder and "next
Business Day" shall mean the next day on which a transfer of Collateral may be
effected in accordance with Section 16; and (ii) in no event shall a Saturday or
Sunday be considered a Business Day.
26.3.     "Clearing Organization" shall mean The Depository Trust Company, or,
if agreed to by Borrower and Lender, such other clearing agency at which
Borrower (or Borrower's agent) and Lender (or Lender's agent) maintain accounts,
or a book-entry system maintained by a Federal Reserve Bank.
26.4.     "Collateral" shall mean, whether now owned or hereafter acquired and
to the extent permitted by applicable law, (a) any property which Borrower and
Lender agree shall be acceptable collateral prior to the Loan and which is
transferred to Lender pursuant to Section 3 or 8 (including as collateral, for
definitional purposes, any letters of credit mutually acceptable to Lender and
Borrower), (b) any property substituted therefor pursuant to Section 3.5, (c)
all accounts in which such property is deposited and all securities and the like
in which any cash collateral is invested or reinvested, and (d) any proceeds of
any of the foregoing. For purposes of return of Collateral by Lender or purchase
or sale of securities pursuant to Section 12 or 13, such term shall include
securities of the same issuer, class and quantity as the Collateral initially
transferred by Borrower to Lender.
26.5.     "Customer" shall mean any person that is a customer of Borrower under
Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary
of the Treasury under Section 15C of the Exchange Act (to the extent that
Borrower is subject to such Rule or comparable regulation).
26.6.     "Cutoff Time" shall mean a time on a Business Day by which a transfer
of cash, securities or other property must be made by Borrower or Lender to the
other, as shall be agreed by Borrower and Lender in Schedule B or otherwise
orally or in writing or, in the absence of any such agreement, as shall be
determined in accordance with market practice.
26.7.     "Default" shall have the meaning assigned in Section 11.
26.8.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
26.9.     "Federal Funds Rate" shall mean the rate of interest (expressed as an
annual rate), as published in Federal Reserve Statistical Release H.15(519) or
any publication substituted therefor, charged for federal funds (dollars in
immediately available funds borrowed by banks on an overnight unsecured basis)
on that day or, if that day is not a banking day in New York City, on the next
preceding banking day.
26.10.    "Foreign Securities" shall mean, unless otherwise agreed, securities
that are principally cleared and settled outside the United States.
26.11.    "Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the Exchange Act.
26.12.    "LIBOR" shall mean for any date, the offered rate for deposits in U.S.
dollars for a period of three months which appears on the Reuters Screen LIBO
page as of 11:00 A.M., London time, on such date (or, if at least two such rates
appear, the arithmetic mean of such rates).
26.13.    "Loan" shall mean a loan of securities hereunder.
26.14.    "Loaned Security" shall mean any security which is a security as
defined in the Exchange Act, transferred in a Loan hereunder until such security
(or an identical security) is transferred back to Lender hereunder, except that,
if any new or different security shall be exchanged for any Loaned Security by
recapitalization, merger, consolidation or other corporate action, such new or
different security shall, effective upon such exchange, be deemed to become a
Loaned Security in substitution for the former Loaned Security for which such
exchange is made. For purposes of return of Loaned Securities by Borrower or
purchase or sale of securities pursuant to Section 12 or 13, such term shall
include securities of the same issuer, class and quantity as the Loaned
Securities, as adjusted pursuant to the preceding sentence.
26.15.    "Plan" shall mean (a) any "employee benefit plan" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 which is
subject to Part 4 of Subtitle B of Title I of such Act; (b) any "plan" as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986 or (c) any
entity the assets of which are deemed to be assets of any such "employee benefit
plan" or "plan" by reason of the Department of Labor's plan asset regulation, 29
C.F.R. Section 2510.3-101.

Prime Dealer Services         FINANCIAL INSTITUTION
Corp.                         PARTNERS III, L.P.
                              By: Hovde Capital, Ltd., General Partner

By:                           By:  /s/ Richard J. Perry, Jr.
Name: [SIG_NAME1]        Name:  Richard J. Perry, Jr. [SIG
Title: [SIG_POSITION1]   Title: Secretary

Page 43 of 82

    44
                                   Schedule A

                     NAMES AND ADDRESSES FOR COMMUNICATIONS

Prime Dealer Services Corp.

          1221 Avenue of the Americas
          New York, NY 10020

          Attention:     Ms. Kathleen Mooney, Vice  President

          Tel.:(212) 762-5101
               Fax: (212) 762-9519

Financial Institution Partners III, L.P.

          1824 Jefferson Place, NW
          Washington, DC 20036

          Tel.:     Mr. Jeffrey Kashdin & Mr. Richard J. Perry, Jr.
          Fax:      (202) 775-8365

                                   Schedule B

                    DEFINED TERMS AND SUPPLEMENTAL PROVISIONS

Cutoff Time(s)

                                    ANNEX II

                        Supplemental Terms and Conditions

The  following  Supplemental Terms and Conditions (the "Supplement")  supplement
and  amend the Master Securities Loan Agreement (the "Agreement") dated  between
Prime Dealer Services Corp. and :

1.    The  phrase "and for any other obligation of Borrower to Lender" shall  be
deleted  from  the  first sentence of Section 3.2 of the  Agreement.  The  words
"securities   intermediary"  shall  be  inserted  after  the  words   "financial
intermediary" in the last sentence of Section 3.2.

2.    The term "substituted Collateral" in first sentence of Section 3.5 of  the
Agreement  after  the phrases "provided however that such"  and  "the  aggregate
market  value  of  such", shall be changed to "substitute  Collateral"  in  both
instances, and the phrase "(or other Collateral acceptable to Lender)" shall  be
inserted  after the words "substitute letter of credit" in the last sentence  of
such Section.

3.    The  phrase  "market or" shall be inserted after the words "based  on  the
aggregate" in first sentence of Section 4.1 of the Agreement and the phrase  "as
agreed"  shall be inserted after the words "par value" in the first sentence  of
such Section.

4.    The word "such" shall be inserted after the phrase "by the transfer of" in
the  first sentence of Section 7.2 of the Agreement and the phrase "in an amount
equal  to  such cash distribution," shall be deleted from the first sentence  of
such Section.

5.    The word "such" shall be inserted after the phrase "by the transfer of" in
second  sentence of Section 7.3 of the Agreement and the phrase, "in  an  amount
equal  to such cash distribution," shall be deleted from the second sentence  of
such Section.

6.    The sentence "Non-cash distributions received by Lender shall be added  to
the  Collateral on the date of distribution and shall be considered such for all
purposes,  except  that  if  the  Loan has terminated,  Lender  shall  forthwith
transfer the same to Borrower," shall be inserted at the end of Section  7.3  of
the Agreement.

7.   The phrase "Subject to Section 7.4 (d)," shall be inserted at the beginning
of Section 9.3 of the Agreement.

8.    The  phrase "and such suspension or expulsion shall have a material effect
on  such parties' ability to perform hereunder" shall be inserted at the end  of
Section 11(f) of the Agreement.

9.   Unless otherwise agreed, the Margin Percentage shall be as follows:
(a)US and Canadian exchange traded equity securities:                      100%
(b)Non-US and Non-Canadian exchange traded equity securities:              100%
(c)  All fixed income securities:                                          100%

10.  When Borrower gives other than cash Collateral, Fees shall be calculated in
accordance  with Section 4, except that Fees shall be based on the Market  Value
of  Loaned  Securities plus accrued and unpaid interest to  the  extent  accrued
interest is not included in the market value of the Loaned Securities.

11.  The  second sentence in Section 5 ("Termination of Loan") is hereby deleted
     and restated as follows:

      "The  termination date established by a termination notice given by Lender
to  Borrower  shall be a date no earlier than the standard settlement  date  for
trades  of the Loaned Securities entered into on the date of such notice,  which
date shall, unless Borrower and Lender agree to the contrary, be (i) in the case
of  Government Securities, the next Business Day following such notice and  (ii)
in the case of all other securities, the number of Business Days in the standard
securities settlement cycle in the United States as defined in Rule 15c6-1 under
the  Securities  Exchange  Act of 1934 (currently  three  days)  following  such
notice."

12.  THIS SUPPLEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF  THE  STATE  OF  NEW  YORK WITHOUT GIVING EFFECT  TO  THE  CONFLICT  OF  LAWS
PRINCIPLES THEREOF.

Except  as otherwise set forth herein, the Agreement shall remain unchanged  and
in  full force and effect. From and after the date hereof, any reference to  the
Agreement shall be a reference to the Agreement as amended hereby.

     Prime Dealer Services         FINANCIAL INSTITUTION
     Corp.                         PARTNERS III, L.P.
                                    BY: HOVDE CAPITAL, LTD., General Partner

     By:                           By:  /s/ Richard J. Perry, Jr.
     Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
     Title: [SIG_POSITION1]        Title: Secretary

Page 44 of 82

    45

                                    ANNEX III

                        Supplemental Terms and Conditions

     The   following   Supplemental  Terms  and  Conditions  (the  "Supplement")
supplement  and  amend  the Master Securities Loan Agreement  (the  "Agreement")
dated  as  of   between Prime Dealer Services Corp. ("Lender") and  ("Borrower")
unless  otherwise defined in Section 11.1 below, capitalized terms  used  herein
shall have the meanings assigned in the Agreement.

1.   Collateral and Mark to Market.

      1.1   Notwithstanding  anything  to the  contrary  in  the  Agreement,  in
connection with any Loan in which Lender is not a Customer, Borrower and  Lender
may  agree,  as provided in Section 10.2 hereof, that the market  value  of  the
Collateral, if any, transferred by Borrower to Lender, upon initial transfer and
for  purposes of any mark to market or similar provision of the Agreement, shall
be  equal to a percentage of the market value of the Loaned Securities  that  is
less  than 100%; provided, however, that in the event that the writing or  other
confirmation  evidencing such agreement does not set out  such  percentage  with
respect to any such Loan, such percentage shall not, for purposes of any mark to
market  or similar provision of the Agreement, be less than the percentage  that
is  obtained by dividing (i) the market value of the Collateral required  to  be
transferred  by Borrower to Lender with respect to such Loan at the commencement
of  the  Loan by (ii) the market value of the Loaned Securities required  to  be
transferred by Lender to Borrower at the commencement of the Loan.

     1.2   The Collateral transferred by Borrower to Lender under the Agreement,
as  well  as  any  other property transferred by Borrower to Lender  or  any  of
Lender's  Affiliates  as security for any other obligations  or  liabilities  of
Borrower to Lender or any of Lender's Affiliates, shall be security for any  and
all  obligations or liabilities of Borrower with respect to the  Agreement,  for
any  Loan  and  for  any other agreement or transaction between  Lender  or  any
Affiliate of Lender and Borrower, now existing or hereafter arising.

2.   Permitted Purpose.

     2.1   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect  to  any Loan of an Equity Security, Borrower and Lender may  agree,  as
provided in Section 10.2 hereof, that Borrower shall not be deemed to have  made
any  representation  or  warranty  to Lender regarding  the  purpose  for  which
Borrower  is  borrowing  or will borrow the Loaned Security,  including  without
limitation  any  representation or warranty regarding  the  use  of  the  Loaned
Security  by it (or the person to whom it relends the Loaned Security)  for  the
purpose of making delivery of such security in the case of a short sale, failure
to  receive securities required to be delivered or otherwise.  By entering  into
any such agreement, Lender shall be deemed to have represented and warranted  to
Borrower  (which representation and warranty shall be deemed to be  repeated  on
each  day  during the term of such Loan) that Lender is either (i) an  "exempted
borrower"  within  the meaning of Regulation T or (ii) a member  of  a  national
securities  exchange or a broker or dealer registered with  the  Securities  and
Exchange Commission that is entering into such Loan to finance its activities as
a market maker or an underwriter.

     2.2   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect to any Loan of a security that is not an Equity Security, Borrower shall
not  be  deemed to have made any representation or warranty to Lender  regarding
the  purpose for which Borrower is borrowing or will borrow the Loaned Security,
including without limitation any representation or warranty regarding the use of
the Loaned Security by it (or the person to whom it relends the Loaned Security)
for the purpose of making delivery of such security in the case of a short sale,
failure to receive securities required to be delivered or otherwise.

3.    Termination and Rights in Respect of Collateral.  Notwithstanding anything
to  the  contrary  in the Agreement, if under the Agreement Lender  may  pledge,
repledge,  hypothecate, rehypothecate, lend, relend, sell or otherwise  transfer
the Collateral, or re-register Collateral evidenced by physical certificates  in
any name other than Borrower's:

(a)  Borrower may not terminate a Loan, if the Collateral for such Loan includes
securities  other  than  Government Securities, except  on  a  termination  date
established  by  notice  given to Lender prior to the close  of  business  on  a
Business  Day; the date established by such termination notice given by Borrower
to  Lender  shall  be  a date no earlier than the standard settlement  date  for
trades  of  such Collateral entered into on the date of such notice, which  date
shall,  unless Borrower and Lender agree to the contrary, be the third  Business
Day following such notice; and
(b)  Borrower waives the right to vote, or to provide any consent or take any
similar action with respect to, any Collateral in the event that the record date
or deadline for such vote, consent or other action falls during the term of a
Loan and such Collateral is not required to be returned to Borrower pursuant to
any substitution, mark to market or similar provision of the Agreement.

4.   Dividends, Distributions, Etc.

      4.1   Notwithstanding anything to the contrary in the Agreement,  Borrower
shall  be  entitled  to  receive all distributions made  on  or  in  respect  of
Collateral  transferred to Lender which are not otherwise received by  Borrower,
to  the  full  extent it would be so entitled if such Collateral  had  not  been
transferred  to  Lender, including, but not limited to (a) cash  and  all  other
property, (b) stock dividends, (c) securities received as a result of split  ups
of  such Collateral and distributions in respect thereof, (d) interest payments,
and (e) all rights to purchase additional securities.

      4.2   Any  cash  distributions made on or in respect of Collateral,  which
Borrower is entitled to receive pursuant to Section 4.1 hereof, shall be treated
in  accordance  with the Agreement.  Non-cash distributions received  by  Lender
shall  be  added  to  the Collateral on the date of distribution  and  shall  be
considered  such  for  all purposes, except that if each Loan  secured  by  such
Collateral has terminated, Lender shall forthwith transfer the same to Borrower.

5.    Transfer.  Notwithstanding anything to the contrary in the Agreement,  all
transfers  by  either  Borrower  or Lender of Loaned  Securities  or  Collateral
consisting  of  "financial assets" (within the meaning of the New  York  Uniform
Commercial  Code)  thereunder  shall be by  (a)  in  the  case  of  certificated
securities,  physical  delivery  of certificates  representing  such  securities
together with duly executed stock and bond transfer powers, as the case may  be,
with  signatures  guaranteed by a bank or a member firm of the  New  York  Stock
Exchange,  Inc.,  (b)  registration  of  an  uncertificated  security   in   the
transferee's  name  by  the  issuer  of such uncertificated  security,  (c)  the
crediting  by  a  securities  intermediary  of  such  financial  assets  to  the
transferee's securities account maintained with such securities intermediary, or
(d)  such  other means as Borrower and Lender may agree.  For the  avoidance  of
doubt, the parties agree and acknowledge that the term "securities", as used  in
the Agreement and herein, shall include any "security entitlements" with respect
to such securities (within the meaning of the New York Uniform Commercial Code),
and  that the terms "financial intermediary" and "clearing corporation", as used
in  the Agreement, shall mean a "securities intermediary" (within the meaning of
the New York Uniform Commercial Code).

6.    Representations and Warranties.  Each of the parties hereto (and,  in  the
case  of  a party acting as agent in accordance with the terms of the Agreement,
each  of its principals) represents and warrants that (a) it has full power  and
authority  to  execute and deliver this Supplement and to enter  into  any  Loan
contemplated  by  the  Agreement and to perform its obligations  thereunder,  as
supplemented  or  amended  herein; (b) it has  taken  all  necessary  action  to
authorize  such  execution, delivery and performance; and  (c)  this  Supplement
constitutes  a  legal, valid and binding obligation, enforceable against  it  in
accordance with its terms and the terms of the Agreement.

7.   Events of Default.

      7.1  In addition to any events of default set forth in the Agreement,  the
occurrence of one or more of the following shall constitute an event of  default
under the Agreement:

(i)  if either party fails to perform any covenant or obligation required to  be
performed  by  it  hereunder or if any representation made by  either  party  in
respect  hereof shall be incorrect or untrue in any material respect during  the
term  of  any  Loan  under  the Agreement, as supplemented  or  amended  herein;
provided,  however,  that to the extent that Section 4  hereof  supplements  and
amends  any  provisions  in the Agreement governing the rights  of  Borrower  in
respect of distributions on Collateral, any such failure under Section 4  hereof
shall  constitute an event of default only after the expiration  of  the  notice
period, if any, specified in the Agreement with respect to the occurrence of  an
event of default for such a failure; or
(ii) (ii) if Borrower defaults or fails to perform with respect to any
indebtedness to Lender or any Affiliate of Lender or any other agreement or
transaction between Lender or any Affiliate of Lender and Borrower, now or
hereafter arising.

     7.2       In addition to the remedies in events of default set forth in the
Agreement,  an  event  of default with respect to Borrower under  the  Agreement
shall  constitute  an  event of default (howsoever described)  under  all  other
agreements  and  transactions  between Lender or any  Affiliate  of  Lender  and
Borrower and, upon any event of default with respect to Borrower, Lender and any
Affiliate of Lender shall be entitled to:

(i)   cancel  and  otherwise liquidate and close out any transaction  under  any
other  agreement or transaction between Lender or any Affiliate  of  Lender  and
Borrower  without  prior  notice  to Borrower  or  any  other  party,  whereupon
Borrower,  as  the  case may be, shall be liable to Lender or the  Affiliate  of
Lender,  as  the case may be, for any resulting loss, damage, cost and  expense,
including  loss  equal to the amount Lender or the Affiliate of Lender,  as  the
case  may  be, would have to pay to enter into replacement transactions (whether
or  not  Lender or the Affiliate of Lender, as the case may be, enters into  any
such  replacement  transactions) and any damages  resulting  to  Lender  or  any
Affiliate  of  Lender from entering into or terminating hedge transactions  with
respect thereto; and
(ii) set off any obligation under any transaction under any agreement between
Lender or any Affiliate of Lender and Borrower (including any Loan under this
Agreement), including any payment or delivery obligation, of Lender or the
Affiliate of Lender, as the case may be, to Borrower against any obligation
under any transaction under any agreement between Lender and Borrower (including
any Loan under this Agreement), including any payment or delivery obligation, of
Borrower to Lender or the Affiliate of Lender, as the case may be.

8.    Transfer Taxes.  Unless otherwise agreed, all transfer taxes with  respect
to  the  transfer of Collateral by Borrower to Lender and by Lender to  Borrower
upon termination of the Loan or pursuant to any substitution, mark to market  or
similar provision of the Agreement shall be paid by Borrower.

9.    APPLICABLE  LAW.   THIS  SUPPLEMENT SHALL BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

Page 45 of 82

    46

10.  Definitions and Interpretations.

10.1  Notwithstanding anything to the contrary in the Agreement,  the  following
terms shall have the following meanings for purposes of this Supplement.

      "Affiliate"  shall  mean,  in  relation to  any  person,  (i)  any  entity
controlled,  directly  or  indirectly, by  the  person;  (ii)  any  entity  that
controls,  directly or indirectly, the person; or (iii) any entity  directly  or
indirectly  under  common  control  with  the  person.   For  purposes  of  this
definition,  "control" of any entity or person means ownership of a majority  of
the voting power of the entity or person.

"Collateral" shall have the meaning specified in the Agreement, except that,  if
any  new  or  different  security  shall be  exchanged  for  any  Collateral  by
recapitalization, merger, consolidation or other corporate action, such  new  or
different  security  shall, effective upon such exchange, be  deemed  to  become
Collateral in substitution for the former Collateral for which such exchange  is
made.

"Customer" shall mean any person that is a customer of Borrower under Rule 15c3-
3  under the Exchange Act or any comparable regulation of the Secretary  of  the
Treasury  under Section 15C of the Exchange Act (to the extent that Borrower  is
subject to such rule or comparable regulation).

"Equity Security" shall mean any security other than a "non-equity security", as
defined in Regulation T.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Government Securities" shall mean "government securities" as defined in Section
3(a)(42)(A)-(C) of the Exchange Act.

"Plan" shall mean (i) any "employee benefit plan" as defined in Section 3(3)  of
the  Employee Retirement Income Security Act of 1974 which is subject to Part  4
of  Subtitle  B  of Title I of such Act; (ii) any "plan" as defined  in  Section
4975(e)(1) of the Internal Revenue Code of 1986; or (iii) any entity the  assets
of  which are deemed to be assets of any such "employee benefit plan" or  "plan"
by  reason of the Department of Labor's plan asset regulation, 29 C.F.R. Section
2510.3-101.

"Regulation T" shall mean Regulation T of the Board of Governors of the  Federal
Reserve System, as in effect from time to time.

10.2       Any agreement between the parties pursuant to Section 1.1 or  Section
2.1  shall be made (i) in writing, (ii) orally, if confirmed promptly in writing
or  through any system that compares Loans and in which Borrower and Lender  are
participants, or (iii) in such other manner as may be agreed by the  parties  in
writing.

11.        Notwithstanding  anything  contained in  the  Agreement,  Lender  and
Borrower  agree that in effecting Loans transfers between Lender's  Account  and
Borrower's  Account are intended to be, and shall be deemed to be, simultaneous.
Notwithstanding  the  foregoing, if Lender has  failed  to  deliver  the  Loaned
Securities  to  Borrower's  Account  or  Borrower  has  failed  to  deliver  the
Collateral to Lender's Account by the applicable Cutoff time for such Loan, then
no  Loan  shall have occurred and Borrower (in the case of Lender's  failure  to
deliver)  or Lender (in the case of Borrower's failure to deliver),  shall  have
the  absolute right to the return of the Collateral or Loaned Securities, as the
case  may  be.   Until such Collateral or Loaned Securities are  redelivered  to
either  Borrower (in the case of Lender's failure to deliver) or Lender (in  the
case  of  Borrower's failure to deliver), the party that failed to deliver  such
Collateral  or  Loaned Securities shall hold such securities in escrow  for  the
other  party  and shall be required to pay to such party interest based  on  the
market value of the Collateral or Loaned Securities, as the case may be, (i)  in
the  case of foreign securities, at the LIBOR rate and (ii) in the case  of  any
other  securities, at the Federal Funds Rate, for each day that such  redelivery
obligation  remains  outstanding.   For  purposes  of  this  Paragraph  11,  the
following terms shall have the following meanings:

     "Lender's  Account" shall mean the account maintained  by  Lender  for  the
deposit of Collateral with respect to each Loan and, for such purposes, Lender's
Account shall be deemed to be a "securities account" within the meaning  of  the
New  York  Uniform  Commercial Code.  For purposes of this  Amendment,  Lender's
Account  shall  include  any  account for the  deposit  of  cash  in  connection
therewith.

     "Borrower's Account" shall mean the account maintained by Borrower for  the
deposit  of Loaned Securities with respect to each Loan and, for such  purposes,
Borrower's  Account  shall  be deemed to be a "securities  account"  within  the
meaning  of  the  New  York  Uniform Commercial  Code.   For  purposes  of  this
Amendment, Borrower's Account shall include any account for the deposit of  cash
in connection therewith.

     Except   as  otherwise  set  forth  herein,  the  Agreement  shall   remain
unmodified  and in full force and effect.  From and after the date  hereof,  any
reference to the Agreement shall be a reference to the Agreement as supplemented
and amended hereby.

     Prime Dealer Services         FINANCIAL INSTITUTION
     Corp.                         PARTNERS III, L.P.
                                    BY: HOVDE CAPITAL, LTD., General Partner

     By:                           By:  /s/ Richard J. Perry, Jr.
     Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
     Title: [SIG_POSITION1]        Title: Secretary

Page 46 of 82

    47
                                                                       EXHIBIT I

Account Control Agreement, dated as of , among Morgan Stanley & Co.,
Incorporated ("MS&Co."), Prime Dealer Services Corp. ("PDS") and  ("Customer").
Unless otherwise defined herein, capitalized terms used herein shall have the
meanings assigned in the Master Securities Loan Agreement dated  (the "Master
Securities Loan Agreement").

                                    PREAMBLE:

1.    MS&Co.,  in  its capacity as securities intermediary ("Intermediary")  has
established one or more securities accounts in the name of   (the "Account").

2.    PDS  may, from time to time, lend securities to Customer pursuant  to  the
Master Securities Loan Agreement.

3.    Customer  wishes to provide for the Account and all or a  portion  of  the
assets credited to the Account (the "Additional Collateral"), in addition to any
other  Collateral  transferred by Customer to PDS, to  serve  as  Collateral  in
connection  with  one  or  more  Loans or other  obligations  under  the  Master
Securities Loan Agreement.

4.    PDS,  Customer and MS&Co. (in its individual capacity and as Intermediary)
are  entering  into this Agreement to provide for the control of the  Additional
Collateral by PDS and to perfect the security interest of PDS therein.

                                     TERMS:

Section  1.   The Account.  All parties agree that the Account is a  "securities
account" within the meaning of Article 8 of the Uniform Commercial Code  of  the
State of New York (the "UCC") and that all property held by Intermediary in  the
Account  will  be treated as financial assets under the UCC.  Intermediary  will
not  agree  with  any  third party to comply with entitlement  orders  or  other
directions concerning the Collateral held in the Account originated by any third
party without the prior written consent of PDS and Customer.

Section 2.  Collateral.  Notwithstanding anything to the contrary in the  Master
Securities Loan Agreement, in addition to Collateral transferred by Customer  to
PDS pursuant to Section 16 of the Master Securities Loan Agreement and Section 5
of  Annex III thereto, Additional Collateral held by MS&Co. in the Account shall
constitute  Collateral  for  purposes of the Master Securities  Loan  Agreement,
subject  to  the  security  interest and all  other  rights  of  PDS  as  Lender
thereunder.   In  such event, notwithstanding anything to the  contrary  in  the
Master  Securities Loan Agreement, such Additional Collateral shall,  except  as
provided below in Section 7, be deemed to be "transferred" by Borrower to Lender
for  purposes  of  the  Master Securities Loan Agreement concurrently  with  the
transfer  of such other Collateral by Borrower to Lender and shall be deemed  to
be  "transferred"  by Lender to Borrower for purposes of the  Master  Securities
Loan Agreement concurrently with the transfer of such other Collateral by Lender
to Borrower.

Section 3.  Subordination of Lien.  The security interest in favor of PDS in the
Account and financial assets credited thereto is subject and subordinate to  the
prior payment of all indebtedness of Customer to Intermediary, as such may exist
from  time to time, including fees and commissions, and to any security interest
or lien in favor of Intermediary on the Account and to any right of Intermediary
to close out open positions in the Account.  In no event will PDS have any right
to  exercise  any  remedies in respect of the Account until  such  time  as  all
Customer's obligations to Intermediary have been satisfied in full.

Section 4.  Control.  Subject to the provisions of Section 3, Intermediary  will
comply with entitlement orders originated by PDS concerning the Account and  any
financial assets credited thereto without further consent by Customer.   Subject
to  the foregoing, Intermediary may also comply with entitlement orders or other
directions  concerning  the Account originated by Customer,  or  its  authorized
representatives,  until  such  time  as  PDS  delivers  a  written   notice   to
Intermediary that PDS is thereby exercising exclusive control over the  Account.
Such  notice  may  be  referred to herein as the "Notice of Exclusive  Control."
After  Intermediary  receives  the  Notice of  Exclusive  Control  and  has  had
reasonable  opportunity  to  comply, it will cease  complying  with  entitlement
orders or other directions concerning the Account originated by Customer or  its
representatives.

Section  5.  Amendment.  This Agreement may not be amended or otherwise modified
except in writing signed by all the parties hereto.

Section  6.   Choice  of Law. This Agreement (including without  limitation  all
rights  and  obligations with respect to the Account) shall be governed  by  and
construed in accordance with the law of the State of New York.

Section  7.   Interpretation.  Dividends and other distributions  on  Additional
Collateral  shall  be credited to the Account in accordance with  the  customary
practices of Intermediary, and PDS shall have no obligation with respect thereto
under  Section 7.3 of the Master Securities Loan Agreement and Sections 4.1  and
4.2 of Annex II thereto.

SIGNATURES:

     PRIME DEALER SERVICES CORP.

    By:___________________

    Name: [SIG_NAME1]

    Title:

     FINANCIAL INSTITUTION PARTNERS III, L.P.

     By:  /s/ Richard J. Perry, Jr.__
     Name:  Richard J. Perry, Jr. [SIG
     Title: Secretary

     MORGAN STANLEY & CO. INCORPORATED,
     [INDIVIDUALLY AND AS INTERMEDIARY]

    By:                  ________

    Name: [SIG_NAME1]

    Title:

Page 47 of 82

    48

                                                                       EXHIBIT J
                        MORGAN STANLEY & CO. INCORPORATED

                                OPTION AGREEMENT

The following sets forth our respective rights and obligations arising from your
handling,  purchasing,  selling,  assigning, exercising  and/or  endorsing  puts
and/or  calls, or variations thereof ("options"), for my account. In  connection
with such transactions for my account, I agree and represent as follows:

     1. I have received from you, have read and understand the brochure entitled
"Characteristics  and  Risks of Standardized Options" and/or  other  appropriate
Options  Disclosure  Documents  ("ODD"),  including  but  not  limited  to   the
information therein regarding position limits and exercise limits, the  purposes
and risks of transactions in options and the secondary market in options.
     2.  I  agree  to pay to you, as you direct, (a) all applicable  transaction
fees,  charges  and premiums, (b) the amount of any trading loss  that  you  may
incur  from options transactions executed by you on my behalf and (c) any  debit
balance owing with respect to my account(s), and interest and service charges on
any  such  debit balances at the rates then charged by you, together  with  your
costs  and  reasonable  attorney's fees incurred in collecting  any  such  debit
balance.
     3.  In  effecting options transactions through you, I am aware of and agree
to  be  bound  by  the  rules of The Options Clearing Corporation  ("OCC"),  the
Securities  and  Exchange  Commission,  the  various  securities  exchanges  and
securities associations, the Board of Governors of the Federal Reserve Board and
other  securities self regulatory organizations having jurisdiction over options
transactions.  Without limiting the foregoing, I agree not  to  violate,  either
acting by myself (through you as broker or otherwise) or in concert with others,
directly  or  indirectly,  the  rules of such organizations  regarding  position
limits  and/or exercise limits. I further expressly authorize you  to  liquidate
any of my options positions without notice to me and without my consent, in your
sole  and  absolute discretion, if and when my open positions exceed  applicable
position  limits  so  as to reduce such open positions to a  level  that  is  in
compliance  with  such  limits or if I fail to fulfill  any  of  my  obligations
hereunder  or  under  any other agreement with you. I will bear  and  be  solely
responsible for any losses associated with such a reduction or liquidation.
     4.  I agree that you shall not be liable for delays in the transmission  of
orders  or  instructions  due  to the breakdown or failure  of  transmission  or
communication  facilities or any other cause beyond your control, including  any
mistake,  error,  negligence or misconduct of a securities exchange,  securities
association or clearing house or their officers, directors, employees or agents.
     5.  (a)  I  understand  that I am fully responsible for  taking  action  to
exercise  my  option contracts. I hereby agree to waive any and all  claims  for
damages  or  loss,  which I might have against you because  an  option  was  not
exercised.  I  understand that my options will become  worthless  if  I  do  not
deliver  instructions  to exercise by your established exercise  cut-off  times,
which may be different than exercise cut-off times established by the exchanges,
markets  and clearing houses. I am aware that the OCC has established thresholds
for equity and index option contracts whereby all expiring contracts at or above
the  appropriate  threshold will be automatically exercised unless  you,  at  my
direction, instruct the OCC otherwise.
     (b)  I  understand  that  you  randomly  assign  exercise  notices  to  all
customers.  All  American-style (an option that may be exercised  at  any  time)
short  option  positions  are  subject to  assignment  at  any  time,  including
positions  established  on  the  same day that  exercises  are  assigned,  while
European-style  (an  option that may be exercised only on a  specified  exercise
date)  short  option positions are only subject to assignment  upon  expiration.
Exercise  assignment  notices are allocated randomly  from  among  all  of  your
customers'  short  option  positions, which are  subject  to  exercise.  A  more
detailed  description of Morgan Stanley & Co. Incorporated's Random  Method  for
allocating assignment notices is available from your account representative upon
request.
     6.  I represent and warrant to you that (i) options trading is suitable for
me  in light of my investment objectives, financial situation, needs, experience
and  knowledge,  (ii)  I am aware and acknowledge that options  trading  may  be
highly  speculative  and  involves  a high degree  of  risk  (including  without
limitation  the  risks described in the ODD) and that on certain  trading  days,
trading  may  cease with a resultant financial disadvantage to me,  (iii)  I  am
willing  and  able to evaluate, carry and bear the financial risks attendant  to
options  trading,  and  (iv)  I  understand that  you  are  relying  upon  these
representations  and warranties and the financial and other information  that  I
have  provided  or  will  provide to you. I will  promptly  notify  you  of  any
significant  changes  that  take  place in any  information  furnished  to  you,
including my investment objectives, financial situation and/or needs,  prior  to
effecting any additional opening purchase or sale transactions.
     7.  CHOICE  OF  DISPUTE RESOLUTION. ANY DISPUTE THAT I MAY  HAVE  WITH  YOU
ARISING  OUT  OF,  RELATING  TO  OR  IN  CONNECTION  WITH,  YOUR  BUSINESS,  ANY
TRANSACTION BETWEEN US, OR THIS AGREEMENT, SHALL BE DETERMINED BY ARBITRATION OR
LITIGATION  IN COURT AT MY ELECTION. REGARDLESS OF WHETHER I CHOOSE  ARBITRATION
OR LITIGATION, WE AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS,
LISTED BELOW:
     8. ARBITRATION:
- - ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- -  THE PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT, INCLUDING  THE
RIGHT TO A JURY TRIAL.
- -  PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND  DIFFERENT  FROM
COURT PROCEEDINGS.
- -  THE  ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR  LEGAL
REASONING AND ANY PARTY'S RIGHT TO
APPEAL  OR  TO  SEEK  MODIFICATION OF RULINGS BY THE ARBITRATORS  IS  ST  RICTLY
LIMITED.

Page 48 of 82

    49

     THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
     ANY ARBITRATION SHALL BE CONDUCTED IN NEW YORK AND ONLY BEFORE THE NEW YORK
STOCK   EXCHANGE,  INC.,  THE  AMERICAN  STOCK  EXCHANGE,  INC.,  THE   NATIONAL
ASSOCIATION   OF   SECURITIES  DEALERS,  INC.,  OR  ANY  OTHER   SELF-REGULATORY
ORGANIZATION  OF WHICH YOU ARE A MEMBER. I HAVE THE RIGHT TO ELECT  ONE  OF  THE
FOREGOING ORGANIZATIONS, BUT IF I FAIL TO MAKE SUCH ELECTION BY
CERTIFIED  LETTER ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION  OF
TEN  DAYS AFTER RECEIPT OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN
YOU  MAY  MAKE  SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE  CONSTRUED  AS
CONSENT BY YOU TO AN AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR
THE  MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED  MAY
BE ENTERED IN ANY COURT, STATE OR FEDERAL, HAVING JURISDICTION.
     NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS  INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER OF  A  PUTATIVE
CLASS  WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL:
     (i) THE CLASS CERTIFICATION IS DENIED;
     (ii) THE CLASS IS DECERTIFIED; OR
     (iii)  THE  CUSTOMER  IS  EXCLUDED  FROM  THE  CLASS  BY  THE  COURT.  SUCH
FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE  A  WAIVER
OR ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
     9.  LITIGATION IN COURT. (A) UNLESS THE PARTIES OTHERWISE AGREE IN  WRITING
WHEN  ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE
STATE  OF  NEW YORK FOR THE COUNTY OF NEW YORK. (B) ANY RIGHT TO TRIAL  BY  JURY
WITH  RESPECT  TO  ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES  TO  THIS
AGREEMENT.
     10.  THIS  AGREEMENT, ITS ENFORCEMENT, AND ANY DISPUTE BETWEEN US,  WHETHER
ARISING OUT OF OR RELATING TO MY ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE
LAW  OF  THE  STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW  RULES;  and  its
provisions  shall  be continuous, shall cover individually and collectively  all
accounts which I may open or reopen with you, and shall inure to the benefit  of
your  present organization and any successor organization, irrespective  of  any
change  or  changes  at  any  time  in  the personnel  thereof,  for  any  cause
whatsoever,  and  of the assigns of your present organization or  any  successor
organization,  and  shall  be  binding upon me,  and/or  my  estate,  executors,
administrators, trustees, agents, officers, directors and assigns.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS 7
AND 8.

Page 49 of 82

    50

                                                                       EXHIBIT K
Morgan Stanley

                              CUSTOMER PRIME BROKER
                                ACCOUNT AGREEMENT

Ladies and Gentlemen:

In  consideration of Morgan Stanley from time to time accepting  an  account  or
receiving  holding  or delivering any property of the undersigned,  or  entering
into  any  Contract  with the undersigned, the undersigned  agrees  with  Morgan
Stanley to the following:

1. DEFINITIONS

"Agreement"  means  this  document  along with  all  executed  annexes  to  this
document.

"Contract"  means  any  contract or agreement between  Morgan  Stanley  and  the
undersigned, including securities purchase or sale contracts, agreements to lend
cash  or  securities,  commodity  and  currency  contracts,  forward  contracts,
repurchase  agreements,  swap agreements or any other  derivative  or  financial
transaction, without regard to the form of such agreement which may include oral
agreements or agreements confirmed or signed by only one party to the  agreement
and  agreements  entered  into or signed by Morgan  Stanley  on  behalf  of  the
undersigned.

"Collateral"  means  cash,  securities,  commodities,  other  financial  assets,
investment  property  and  other  property and assets  (including  all  security
entitlements in respect thereof, all income and profits thereon, all  dividends,
interest  and  other  payments and distributions with respect  thereto  and  all
proceeds from any of the foregoing) which from time to time may be deposited  or
credited  to  any  account of the undersigned with Morgan Stanley,  be  held  or
carried by Morgan Stanley for the undersigned, be due from Morgan Stanley to the
undersigned, or be delivered to or in Morgan Stanley's possession or control for
any purpose, including safekeeping.

"Morgan  Stanley"  and  the  "Morgan Stanley  Entities"  mean,  individually  or
collectively,  as appropriate, Morgan Stanley & Co. Incorporated, MS  Securities
Services Inc., Morgan Stanley & Co. International Limited, Prime Dealer Services
Corp.,  Morgan Stanley Securities Limited, Morgan Stanley Japan Limited,  Morgan
Stanley Asia Limited, Morgan Stanley GMBH, Morgan Stanley Market Products  Inc.,
Morgan  Stanley Capital Group Inc., Morgan Stanley Capital Services Inc., Morgan
Stanley DW Inc., Morgan Stanley, MSDW Asia Securities Products LLC, MSDW  Equity
Finance  Services  (Cayman) Ltd., Morgan Stanley Financial Products  Ltd.,  MSDW
Markets Inc. and their respective successors, parents, subsidiaries, affiliates,
divisions, officers, directors, agents and employees.

"Obligation" means any obligation or liability of a party arising at  any  time,
whether  or not mature or contingent, related to the purchase, sale or  loan  of
securities,  currencies or other instrument, property or assets or under  or  in
connection with this Agreement or any Contract, including any payment, repayment
or delivery obligation, any obligation relating to any extension of credit or to
pay damages (including costs of cover) and legal and other expenses incurred  in
connection with the enforcement of any Contract.

"Prime  Brokerage  Regulations"  means  the  requirements  applicable  to  prime
brokerage  activities  set out in the no-action letter  of  the  Securities  and
Exchange  Commission  ("SEC") dated January 25, 1994,  as  such  letter  may  be
amended,  modified or supplemented from time to time, regarding the  performance
of  prime brokerage services, and any other relevant regulations of the  SEC  or
other governmental authorities or self-regulatory organizations.

"Undersigned"  means  each  of the individuals or entities,  other  than  Morgan
Stanley, that is a party to this Agreement.

2. APPLICABLE RULES AND REGULATIONS. All transactions under this Agreement shall
be  subject  to  the rules and regulations of all U.S. and, if applicable,  non-
U.S.,   federal,  state  and  local  governmental  authorities,  self-regulatory
organizations,  markets and clearing corporations including but not  limited  to
the  Securities & Exchange Commission ("SEC"), New York Stock Exchange  ("NYSE")
or National Association of Securities Dealers ("NASD").

3.  SHORT  AND  LONG SALES. The undersigned agrees that when  placing  any  sell
order,  the undersigned will appropriately designate it as "long" or as "short."
The  undersigned  will designate a sale as "long" only if the  securities  being
sold are securities then owned by the undersigned and such securities are either
in  the  undersigned's account at Morgan Stanley or will be delivered to  Morgan
Stanley  as  soon  as  it is possible to do so, without undue  inconvenience  or
expense to Morgan Stanley.

4.  COMPLIANCE  WITH  PRIME BROKERAGE REGULATORY REQUIREMENTS.  The  undersigned
hereby acknowledges that it is familiar with the Prime Brokerage Regulations and
with  the  related  provisions  in  Section 5  of  this  Agreement,  and  hereby
undertakes  to comply with the Prime Brokerage Regulations as in effect  at  any
time  and  with  the related provisions of this Agreement. The undersigned  will
inform  Morgan  Stanley promptly if this undertaking is not  satisfied.  Without
limiting  the  foregoing, the undersigned agrees that it shall maintain  in  its
account  with  Morgan  Stanley at all times a minimum net  equity  in  cash  and
securities as agreed upon, but in no event less than that required by the  Prime
Brokerage  Regulations. The undersigned further agrees that, in  the  event  its
account  falls  below this minimum net equity, it shall bring its  account  into
compliance in accordance with the Prime Brokerage Regulations.

Page 50 of 82

    51

5.  MORGAN  STANLEY  AS PRIME BROKER. In connection with any transactions  where
Morgan Stanley acts as the undersigned's prime broker:

(a)  The undersigned maintains brokerage accounts with a number of other brokers
("Executing  Brokers") and, from time to time, will place orders to be  executed
by  one or more Executing Brokers. The undersigned agrees to give Morgan Stanley
notice  of the names of all Executing Brokers with whom the undersigned  intends
to  place orders (which Executing Brokers must be acceptable to Morgan Stanley).
Morgan Stanley is authorized to enter into a Prime Brokerage Agreement with  all
current  or future Executing Brokers, to set up an account for the undersigned's
benefit  at  any  Executing  Broker and to provide  or  obtain  any  information
necessary  to  establish  or  maintain  a  prime  brokerage  relationship.   The
undersigned  acknowledges that no order need be accepted by  Morgan  Stanley  as
prime broker from any Executing Broker with which Morgan Stanley has not entered
into a "Prime Brokerage Agreement" with respect to the undersigned's account  at
Morgan Stanley. Further, Morgan Stanley reserves the right at any time to  place
a  limit on the size of transactions executed by any Executing Broker which  are
to  be  settled and cleared by Morgan Stanley as a prime broker. The undersigned
will use its best efforts to assure that such Executing Brokers comply with  the
terms  set  forth in the Prime Brokerage Agreement. The undersigned acknowledges
that  as  between Morgan Stanley and any Executing Broker, the Executing  Broker
will  be  acting as an agent of the undersigned, not as Morgan Stanley's  agent,
for the purpose of carrying out the undersigned's directions with respect to the
purchase, sale and settlement of securities.

b)  The  undersigned or its representative will advise Morgan Stanley  on  trade
date of the details of all transactions effected by any Executing Broker on  the
undersigned's  behalf  (the  "Trade Data").  Morgan  Stanley  is  authorized  to
acknowledge,  affirm,  settle  and  clear  all  such  transactions.   All   such
transactions  shall  be  for the sole account and risk of  the  undersigned  and
Morgan Stanley shall have no responsibility or liability to the undersigned, any
Executing  Broker or any other third party. The undersigned agrees  to  pay  all
fees  agreed  upon and to make any necessary arrangements with  the  appropriate
Executing  Broker  concerning  the  payment of  any  such  fees,  including  the
deduction of any such amounts from commissions charged by the Executing Brokers.
The undersigned agrees that it is responsible, and liable to Morgan Stanley, and
will indemnify Morgan Stanley, for all costs, losses and fees (including but not
limited to those associated with buy-ins and sell-outs and those resulting  from
any  Executing Broker's inability to settle a transaction) arising  out  of  the
orders  placed by the undersigned with any Executing Broker or any action  taken
or  not  taken  by any Executing Broker with respect to the undersigned  or  its
transactions or accounts.

(c)  On the first business day following each transaction, Morgan Stanley  shall
send  to  the undersigned a notification of each trade placed with any Executing
Broker  based on information provided to Morgan Stanley by the undersigned.  Any
confirmations  of  trades or advices issued by Morgan Stanley  as  prime  broker
shall  indicate  the  name  of  the Executing  Broker  involved  and  the  other
information required by the Prime Brokerage Regulations. If the undersigned  has
instructed  the Executing Broker to send trade confirmations to the  undersigned
in  care of Morgan Stanley, Morgan Stanley agrees that the confirmations will be
available  to  the  undersigned without charge upon request to  Morgan  Stanley.
Reports  of the execution of orders and statement of accounts of the undersigned
shall be conclusive and binding if not objected to in writing (the former within
five days and the latter within ten days) after Morgan Stanley's transmittal  to
the  undersigned by mail, e-mail, facsimile, electronically or any other  agreed
means.  Communications  may  be  sent to the undersigned  at  the  undersigned's
address  of  record or in such other manner as the undersigned  may  hereinafter
provide in writing. All communications sent to such address whether by mail,  e-
mail,  facsimile, telegraph, messenger, electronic means or otherwise  shall  be
deemed given to the undersigned personally as of the date sent, whether actually
received or not.

(d)  The  undersigned understands that transactions will be  settled  by  Morgan
Stanley  only  if:  (i)  sufficient  funds  or  securities,  as  necessary,  are
maintained  in  an  account with Morgan Stanley or if the undersigned  has  made
other arrangements for settlement that are satisfactory to Morgan Stanley;  (ii)
the  undersigned  maintains, and has at the settlement of  the  transaction,  at
least the minimum net equity required by the Prime Brokerage Regulations in  its
account  with  Morgan Stanley and (iii) a condition does not  exist  that  would
require Morgan Stanley to disaffirm on a non-discretionary basis, as defined  in
the Securities Industry Association Form 150, paragraph 3. (e). Morgan Stanley's
customer account records may reflect transactions as settled as of the projected
settlement  date  (sometimes  referred to  as  contractual  settlement).  Morgan
Stanley does not guarantee settlement, however, and therefore reserves the right
to  reverse transaction settlement entries in the event of a settlement  failure
caused by events beyond Morgan Stanley's control.

(e) The undersigned agrees to comply with Morgan Stanley's requirements relating
to  short  sales, including the requirement that no short sale may  be  effected
through  an  Executing  Broker unless the undersigned has first  confirmed  with
Morgan Stanley that the securities are available for delivery. Such confirmation
does  not  guarantee  that  the securities will be  available  for  delivery  on
settlement date or that the securities will be available to support a short sale
for  any  particular period of time. Accordingly, the short  sale  may  fail  on
settlement  date  or the undersigned may be asked to cover  its  short  sale  at
anytime,  and  undersigned will be responsible for any  Obligations  that  arise
therefrom.

(f)  Morgan Stanley is authorized to try to resolve any unmatched trade  reports
received from any Executing Broker. However, the undersigned is responsible  for
the  ultimate resolution of these trades and reports. Morgan Stanley shall  have
no  responsibility  or  liability  with respect  to  trade  data  not  correctly
transmitted to it on a timely basis by any person or entity, including  but  not
limited to DTCC.

(g)  In  the event the undersigned's account falls below the minimum net  equity
required  by the Prime Brokerage Regulations, the undersigned authorizes  Morgan
Stanley  to  notify  promptly all its Executing Brokers of such  event.  If  the
undersigned  fails to bring such account into compliance with  the  minimum  net
equity,  the undersigned further agrees that Morgan Stanley may, without  notice
to  the  undersigned, disaffirm, DK or decline to affirm, clear and  settle  any
transaction effected by an Executing Broker on the undersigned's behalf.  Except
as  provided  in  the following paragraph, the undersigned understands  that  if
Morgan  Stanley  takes  such  action with respect  to  any  transaction  of  the
undersigned, Morgan Stanley shall do so for all transactions of the  undersigned
that   day.  In  any  such  case,  Morgan  Stanley  shall  send  a  cancellation
notification  to  the  undersigned  and the  undersigned  understands  that  the
undersigned must settle outstanding trades directly with the relevant  Executing
Broker  and authorizes Morgan Stanley to provide the Executing Broker  with  any
information necessary to settle such trades. The undersigned further agrees that
Morgan  Stanley  will  not  be bound to make any investigation  into  the  facts
surrounding  any  transaction to which the undersigned  is  a  party  and  that,
immediately  upon notice to the undersigned and, if required, to  the  Executing
Brokers, Morgan Stanley may cease acting as prime broker for the undersigned.

(h)  The undersigned hereby authorizes Morgan Stanley, if its account is managed
on  a  discretionary  basis by an SEC- or state-registered  investment  adviser,
money  manager or other person (an "Adviser"), to commingle its prime  brokerage
transactions  with  those of other accounts of its Adviser ("sub-accounts")  for
order  placement and clearance in bulk in accordance with other instructions  of
the Adviser. The undersigned understands that no part of any transaction may  be
allocated  to any sub-account where such sub-account's net equity is  below  the
minimum levels established by the Prime Brokerage Regulations and that, should a
such  a net equity deficiency occur in any such sub-account, Morgan Stanley must
disaffirm  the entire transaction. The undersigned agrees that, should  such  an
event occur, its Adviser may resubmit the bulk trade to the Executing Broker  so
as   to  exclude  those  securities  which  were  originally  allocated  to  the
undersigned's  sub-account  or, if permissible,  re-allocate  the  entire  prime
brokerage  transaction to other sub-accounts. The undersigned  understands  that
such  reallocation  must be communicated to Morgan Stanley within  any  required
deadlines.

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    52

6.  CURRENCY  CONTRACTS.  If  an authorized representative  of  the  undersigned
initials the box entitled "Additional Provisions Related to Currency Contracts",
which  appears at the end of this Agreement, the undersigned, from time to time,
may  enter  into spot and/or forward currency Contracts with Morgan  Stanley  in
connection  with  the  settlement  of  other  Contracts  or  otherwise  as   the
undersigned  shall direct. The undersigned acknowledges that Morgan  Stanley  is
under no obligation to enter into any currency Contracts with, or on behalf  of,
the   undersigned,  and  further  agrees  to  furnish  to  Morgan  Stanley  such
documentation  to  indicate  capacity  and  authority  as  Morgan  Stanley   may
reasonably  request  prior  to entering into any such Contracts.  Each  currency
Contract entered into under this Agreement shall constitute an "FX Transaction",
as  such  term  is  defined  in  the 1998 FX and  Currency  Option  Definitions,
including  Annex  A  thereto,  as  published  by  the  International  Swaps  and
Derivatives Association, Inc., EMTA, and The Foreign Exchange Committee (as  may
be  amended,  the "FX Definitions"), and shall be subject to the terms  in  this
Section  6  as well as those set forth in the "Additional Provisions Related  to
Currency  Contracts" box. Any confirmation, whether created by  an  exchange  of
telexes,  facsimiles, SWIFT messages, or electronic messages  on  an  electronic
messaging  or  matching  system,  between Morgan  Stanley  and  the  undersigned
relating  to  an  FX Transaction, whether or not it is expressed  to  be,  shall
constitute  a  confirmation  and,  unless Morgan  Stanley  and  the  undersigned
expressly  agree  otherwise, will be deemed to incorporate the  FX  Definitions.
Notwithstanding  the foregoing, Morgan Stanley shall have the right  to  convert
currencies  in  connection with the exercise of Morgan  Stanley's  rights  under
Section 8 below in such manner as it may determine.

7. SECURITY INTEREST AND LIEN. All Collateral shall be subject to a general lien
and a continuing first priority perfected security interest for the discharge of
all Obligations of the undersigned to Morgan Stanley, irrespective of whether or
not  Morgan  Stanley has made advances in connection with such  Collateral,  the
number  of  accounts the undersigned has with Morgan Stanley or which particular
Morgan  Stanley Entity holds such Collateral. The undersigned and Morgan Stanley
each  acknowledge  and  agree  that  each  Morgan  Stanley  Entity  which  holds
Collateral does so both for itself and also as an agent and bailee for all other
Morgan  Stanley  Entities which may be secured parties under any  Contract.  The
undersigned and Morgan Stanley agree that all Collateral held in or credited  to
any  account will be treated as financial assets under Article 8 of the  Uniform
Commercial Code as in effect in the State of New York (the "UCC") and  that  any
account maintained by the undersigned with any Morgan Stanley Entity shall be  a
securities  account  under Article 8 of the UCC. In the event  of  a  breach  or
default by the undersigned, Morgan Stanley shall have in addition to the  rights
and remedies provided in this Agreement, all rights and remedies available to  a
secured  creditor  under the UCC and any other applicable  law.  All  Collateral
delivered  to Morgan Stanley shall be free and clear of all prior liens,  claims
and  encumbrances  and  the  undersigned will not cause  or  allow  any  of  the
Collateral  to  be  subject  to  any  liens, security  interests,  mortgages  or
encumbrances  of any nature other than the security interest created  in  Morgan
Stanley's  favor.  Furthermore, Collateral consisting  of  securities  shall  be
delivered  in  good  deliverable  form  (or  Morgan  Stanley  shall   have   the
unrestricted  power  to  place  such securities in  good  deliverable  form)  in
accordance with the requirements of the primary market for these securities. The
undersigned  shall execute such documents and take such other action  as  Morgan
Stanley shall reasonably request in order to perfect its rights with respect  to
any such Collateral. In addition, the undersigned appoints Morgan Stanley as the
undersigned's attorney-in-fact to act on the undersigned's behalf to sign, seal,
execute  and deliver all documents, and do all such acts as may be required,  to
realize upon any of Morgan Stanley's rights in the Collateral.

8.  RIGHTS  OF  MORGAN  STANLEY. Morgan Stanley is  hereby  authorized,  in  its
discretion,  to cancel any outstanding orders for the purchase or  sale  of  any
securities, currencies, commodities or other property or asset, or to  sell  any
or  all  of the securities, currencies, commodities or other property  or  asset
which  may be in Morgan Stanley's possession or control (either individually  or
jointly with others), or to buy any securities, currencies, commodities or other
property or asset of which any account of the undersigned may be short upon: (a)
the   undersigned's  death  or  incompetency  (if  applicable);  (b)  a  breach,
repudiation  or  default  by  the undersigned of this  Agreement  or  any  other
Contract;  (c)  any misrepresentation of any statement by the  undersigned  when
made  or  deemed  to be made or repeated, (d) the failure of the undersigned  to
fulfill  or  discharge  any  Obligation under this Agreement  or  any  Contract,
including  the  failure  to  make  a payment on  demand  or  to  satisfy  margin
requirements,(e) the filing by or against the undersigned of a petition or other
proceeding  in bankruptcy, insolvency or for the appointment of a receiver,  (f)
the  levy of an attachment against any property or asset in any account  of  the
undersigned (g) the failure by the undersigned to give adequate assurance of due
performance pursuant to this Agreement (h) should you deem it necessary for your
protection,  to cancel any outstanding orders for the purchase or  sale  of  any
securities  or  other  property,  or to sell  any  or  all  of  the  securities,
currencies and commodities or other property which may be in your possession  or
control  (either  individually  or jointly  with  others),  or  to  buy  in  any
securities,  commodities or other property of which the account or  accounts  of
the undersigned may be short. Such sale, purchase or cancellation may be made on
any exchange or other market where such business is then usually transacted,  or
at  public auction or private sale, without advertising or notice of the time or
place  of sale to the undersigned, and without prior tender, demand or  call  of
any kind upon the undersigned, all of which are expressly waived. Morgan Stanley
may purchase the whole or any part thereof free from any right of redemption and
the  undersigned  shall remain liable to Morgan Stanley for any  deficiency;  it
being  understood  that a prior tender, demand or call of any kind  from  Morgan
Stanley, or prior notice from Morgan Stanley, of the time and place of such sale
or  purchase shall not be considered a waiver of Morgan Stanley's right to  sell
or  buy  any securities, commodities, or other property or asset held by  Morgan
Stanley, or which the undersigned may owe to Morgan Stanley. In addition, Morgan
Stanley  may  at  any time in connection with its rights under  this  Section  8
without prior notice to the undersigned apply or transfer any and all Collateral
interchangeably between Morgan Stanley Entities in connection with  accounts  in
which the undersigned has an interest.

9.  ADEQUATE ASSURANCES. If at any time Morgan Stanley has reasonable grounds to
doubt  the  undersigned's  performance of any of the undersigned's  Obligations,
Morgan  Stanley  may  demand, and the undersigned shall give within  twenty-four
hours  or  any  reasonable  shorter period of  time  Morgan  Stanley  specifies,
adequate  assurance  of  due performance. The giving of  adequate  assurance  of
performance  may  require the delivery by the undersigned to Morgan  Stanley  of
additional  Collateral. Any failure by the undersigned  to  give  such  adequate
assurance  of due performance shall constitute an independent, material  default
under the terms of all Contracts and Morgan Stanley may terminate, liquidate  or
accelerate any and all Contracts and exercise any right under or with respect to
any  security relating to any Contract and any right to net or set off  payments
which may arise under any Contract or other agreement or under applicable law.

10. EXPENSES AND OTHER CHARGES. The undersigned agrees to pay Morgan Stanley, or
its designee, the following fees and charges with respect to trading activity:

(a)  Morgan Stanley's commissions, markups and other charges with respect to the
execution  of transactions, fails, buy-ins, conversion costs or the  maintenance
of positions or other related services;

(b)  any  fees,  fines,  penalties or other charges  imposed  by  any  authority
described  in Section 2 of this Agreement or any court or authority of competent
jurisdiction  on any account opened or transaction executed for the undersigned,
except  any  such  charges  as  may be imposed due  to  Morgan  Stanley's  gross
negligence or willful misconduct;

with  respect  to fees or expenses related to securities lending  and  borrowing
transactions:

(a)  upon  demand, any debit balance owing with respect to any  account  of  the
undersigned, and interest and service charges on any such debit balance  at  the
rates then charged by Morgan Stanley; and

(b)  any  charges  with  respect to such transactions,  including  buy-ins,  and
applicable  taxes  or  interest on any of the foregoing,  together  with  Morgan
Stanley's costs and reasonable attorney's fees incurred in collecting
any such debit balance.

11. NETTING AND SET OFF RIGHTS. Morgan Stanley shall have the right, at any time
and  from  time  to time, to set off Morgan Stanley's Obligations  owed  to  the
undersigned against the Obligations of the undersigned to Morgan Stanley and  to
foreclose on any Collateral for the purpose of satisfying the Obligations of the
undersigned to Morgan Stanley. The undersigned acknowledges that the fulfillment
by Morgan Stanley of its Obligations to the undersigned is contingent upon there
being  no  breach, repudiation, misrepresentation or default by the  undersigned
which has occurred and is continuing under this Agreement or any Contract.

12. MAINTENANCE OF THE UNDERSIGNED'S COLLATERAL. Subject to the applicable rules
of  the  SEC and other competent authorities, the undersigned acknowledges  that
all  Collateral  now  or  hereafter in Morgan Stanley's  possession  or  control
(either  individually or jointly with others) or deposited to secure  the  same,
may  from time to time and without further notice to the undersigned, be carried
in  Morgan  Stanley's  general  accounts and may  be  pledged,  hypothecated  or
rehypothecated, separately or in combination with property of others for the sum
due  to Morgan Stanley thereon or for a greater sum and without Morgan Stanley's
retaining in its possession a like amount of similar property. Within the limits
of applicable law, rule and regulation, Morgan Stanley is authorized to
lend,  to  itself or to others Collateral it holds, together with all  attendant
rights of ownership (including the right to vote any securities).

13.  FAILURE OF DELIVERY. If the undersigned directs Morgan Stanley to make  any
delivery  of any security, commodity or other property or asset for its  account
for  any reason and the undersigned fails to deliver that item to Morgan Stanley
in the time, place and manner required, or if Morgan Stanley is unable to borrow
the  security, or in the case of a recall, Morgan Stanley is unable to re-borrow
the  security, the undersigned authorizes Morgan Stanley to borrow  or  purchase
that item (or to be deemed to have make such purchase at the market value of the
time  of such deemed purchase) in such manner and time as Morgan Stanley in  its
sole discretion determines to be commercially reasonable. The undersigned agrees
to  be  responsible for any consequent loss which Morgan Stanley may suffer  and
any related costs, premiums and losses to which Morgan Stanley may be subject.

14.  CONFIRMATIONS, STATEMENTS AND OTHER COMMUNICATIONS. Execution  reports  and
account statements shall be conclusive and binding if not objected to in writing
(the  former  within five days and the latter within ten days) after transmittal
by  Morgan  Stanley  to  the  undersigned by mail  or  otherwise,  including  by
electronic  communication.  Morgan  Stanley  may  send  communications  to   the
undersigned's  address of record or otherwise as provided to Morgan  Stanley  in
writing.  All communications, whether by mail, facsimile, telegraph,  messenger,
electronic  means  or  otherwise, shall be deemed to  have  been  given  to  the
undersigned personally as of the date sent, whether actually received or not.

15. NO OBLIGATION. The undersigned agrees that Morgan Stanley shall be under  no
obligation  whatsoever to enter into any Contract with, or  on  behalf  of,  the
undersigned.

16.  PROVISION OF INFORMATION. From time to time, Morgan Stanley may provide  or
make available to the undersigned, or to others acting with or on behalf of  the
undersigned,,  research,  opinions  and other information,  including  portfolio
analyses and reports, regarding securities, commodities, other financial assets,
and  market  participants  or  events. The undersigned  acknowledges  that  such
information  is  provided, unless Morgan Stanley agrees  in  writing  otherwise,
without  regard  to  the undersigned's personal financial situation,  investment
objectives  or other circumstances and that the provision by Morgan  Stanley  of
such  information  to  the undersigned, whether sent directly  or  made  readily
accessible,  and  whether in writing, in electronic form or  the  subject  of  a
taping,  broadcast or narrowcast, does not imply that any asset  or  transaction
discussed   therein  is  suitable  in  light  of  the  undersigned's  particular
circumstances.  The  undersigned agrees that no such  information  will  be  the
primary  basis  of  any  investment  decision  by  the  undersigned.  While  all
information  produced  by  Morgan Stanley is based on  sources  believed  to  be
reliable, the undersigned acknowledges that Morgan Stanley does not guarantee or
warrant  the  accuracy, reliability or timeliness of such information.  Further,
all  information and opinions are current only as of the time provided, and  are
subject  to rapid change without prior notice. The undersigned also acknowledges
that Morgan Stanley may take positions in financial instruments discussed in the
information  provided the undersigned (which positions may be inconsistent  with
the  information  provided),  may  execute  transactions  for  others  in  those
instruments and may provide investment banking and other services to the issuers
of those instruments. From time to time, Morgan Stanley also may provide or make
available  to  the  undersigned, or to others acting with or on  behalf  of  the
undersigned, information regarding parties that might provide goods or  services
to   the   undersigned,  including  but  not  limited  to  fund   administrators
("Vendors").  While  all  information produced by Morgan  Stanley  is  based  on
sources  believed  to  be  reliable, the undersigned  acknowledges  that  Morgan
Stanley does not guarantee or warrant the accuracy, reliability or timeliness of
such  information, or the quality of goods or services provided by any  Vendors.
The  undersigned agrees to indemnify and hold Morgan Stanley harmless  from  and
against  any and all losses, claims, damages and liabilities arising out  of  or
relating to, actions or omissions by the Vendors, Morgan Stanley's provision  or
making  available of such information, or the undersigned's selection or use  of
such Vendors.

17.  USE  OF THE INTERNET. Undersigned agrees that the Internet is not a  secure
network  and  that any communications transmitted over the Internet  may,  among
other  things, be intercepted or accessed by unauthorized or unintended  parties
and may not remain confidential, or that such transmissions may not arrive in  a
complete,  unaltered  or  timely manner, and the undersigned  assumes  the  risk
arising therefrom.

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    53

18.  RESOLUTION OF DISPUTES. ANY DISPUTE BETWEEN THE UNDERSIGNED  AND  A  MORGAN
STANLEY  ENTITY  THAT IS REGISTERED AS A BROKER-DEALER WITH THE U.S.  SECURITIES
AND EXCHANGE COMMISSION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH MORGAN
STANLEY'S  BUSINESS,  ANY  TRANSACTION BETWEEN US OR  THIS  AGREEMENT  SHALL  BE
DETERMINED,  AT THE ELECTION OF THE UNDERSIGNED, BY LITIGATION IN A  COURT  WITH
PROPER  JURISDICTION OR BY ARBITRATION. SHOULD THE UNDERSIGNED CHOOSE TO PROCEED
BY ARBITRATION, UNDERSIGNED AND MORGAN
STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN
SECTION  19  BELOW.  SHOULD  THE UNDERSIGNED CHOOSE TO  PROCEED  BY  LITIGATION,
UNDERSIGNED AND MORGAN STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY  THE
REQUIREMENTS, LISTED IN SECTION 20 BELOW.

19. IF THE UNDERSIGNED CHOOSES ARBITRATION, THE UNDERSIGNED ACKNOWLEDGES THAT:

ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

THE  PARTIES  ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,  INCLUDING  THE
RIGHT TO A JURY TRIAL.

ARBITRATION  DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT  FROM  COURT
PROCEEDINGS.

THE  ARBITRATORS'  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL  FINDINGS  OR  LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS  BY
THE ARBITRATOR IS STRICTLY LIMITED.

THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS  WHO
ARE OR WERE AFFILIATED WITH THE SECURITIES INDUSTRY.

ANY  ARBITRATION  SHALL BE CONDUCTED ONLY BEFORE THE NEW  YORK  STOCK  EXCHANGE,
INC.,  THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS,  INC.  OR  ANY  OTHER U.S. SELF-REGULATORY ORGANIZATION  OF  WHICH  THE
RELEVANT MORGAN STANLEY ENTITY IS A MEMBER. THE UNDERSIGNED
HAS  THE  RIGHT  TO  ELECT  ONE  OF  THE FOREGOING  ORGANIZATIONS,  BUT  IF  THE
UNDERSIGNED  FAILS TO MAKE SUCH ELECTION BY CERTIFIED LETTER  ADDRESSED  TO  THE
RELEVANT MORGAN STANLEY ENTITY AT ITS MAIN OFFICE BEFORE THE EXPIRATION  OF  TEN
DAYS  AFTER  RECEIPT  OF  A WRITTEN REQUEST FROM MORGAN  STANLEY  TO  MAKE  SUCH
ELECTION, MORGAN STANLEY MAY MAKE SUCH ELECTION.
THE  AWARD  OF  THE  ARBITRATORS, OR THE MAJORITY OF THEM, SHALL  BE  FINAL  AND
JUDGMENT  UPON  THE AWARD RENDERED MAY BE ENTERED IN ANY STATE OR FEDERAL  COURT
HAVING JURISDICTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT  BY
MORGAN STANLEY TO AN AWARD OF PUNITIVE DAMAGES.

NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,  NOR
SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINSTANY PERSON WHO,  IF
THE UNDERSIGNED HAS INITIATED IN COURT A PUTATIVE CLASS ACTION, IS A MEMBER OF A
PUTATIVE  CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT  TO  ANY  CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:

(i) THE CLASS CERTIFICATION IS DENIED;

(ii) THE CLASS IS DECERTIFIED; OR

(iii)  THE UNDERSIGNED IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE
TO  ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY  SUCH
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

20.  IF  THE  UNDERSIGNED CHOOSES LITIGATION IN COURT. (A)  UNLESS  THE  PARTIES
OTHERWISE  AGREE  IN  WRITING  WHEN  ANY  DISPUTE  ARISES,  LITIGATION  MUST  BE
INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF  NEW
YORK  OR  THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY.
THE  UNDERSIGNED  IRREVOCABLY CONSENTS TO THE JURISDICTION OF  EITHER  OF  THOSE
COURTS AND (B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS
HEREBY WAIVED BY ALL PARTIES TO THIS AGREEMENT.

21.  APPLICABLE  LAW  AND ENFORCEABILITY. THIS AGREEMENT,  ANY  CONTRACT,  THEIR
ENFORCEMENT  AND ANY DISPUTE BETWEEN US, WHETHER ARISING OUT OF OR  RELATING  TO
THE  UNDERSIGNED'S ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS  OF  THE
STATE  OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW RULES. The provisions of  this
Agreement  shall  be continuous, shall cover individually and  collectively  all
accounts which the undersigned may open or reopen with Morgan Stanley and  shall
inure   to   the   benefit  of  Morgan  Stanley's  present  and  any   successor
organizations,  irrespective of any change at any time in the personnel  thereof
and  of  the assigns of Morgan Stanley's present organizations or any  successor
organizations.  This  Agreement shall be binding upon the  undersigned  and  the
estate,  executors,  administrators, trustees, agents, officers,  directors  and
assigns of the undersigned.

22.  MODIFICATION  AND WAIVER. The undersigned agrees that  Morgan  Stanley  may
modify the terms of this Agreement at any time upon prior written notice. If the
modifications are unacceptable, the undersigned agrees to notify Morgan  Stanley
in  writing within twenty days of the transmittal of such written notice. Morgan
Stanley  may  then  terminate  any  or all of the  undersigned's  accounts.  The
undersigned  also agrees that any transactions or Contracts entered  into  after
such notification shall be subject to the modifications. The undersigned may not
modify  this Agreement without Morgan Stanley's written consent. To  the  extent
this  Agreement  is  inconsistent  with any  other  agreement  between  us,  the
provisions  of this Agreement shall govern. Morgan Stanley's failure to  enforce
this  Agreement or any of its terms, or any continued course of such conduct  on
Morgan  Stanley's  part,  shall not be considered a  waiver  of  any  of  Morgan
Stanley's rights.

23. AUTHORIZED INSTRUCTIONS. The undersigned authorizes Morgan Stanley to accept
instructions  by  telephone,  tested telex, facsimile  transmission,  electronic
mail, electronically, in writing or any other method that undersigned and Morgan
Stanley  may  agree to use. The undersigned also agrees (i) to be bound  by  all
instructions  that  Morgan Stanley believes are authorized,  regardless  of  the
means  by which those instructions have been transmitted to Morgan Stanley,  and
(ii)  that Morgan Stanley shall not be liable for any loss, cost or expense  for
acting upon instructions that Morgan Stanley believed to be authorized.

24.  SEVERABILITY. If any provision of this Agreement is or becomes inconsistent
with  any  applicable present or future law, rule or regulation, that  provision
will be deemed modified or, if necessary, rescinded in order to comply with  the
relevant  law,  rule or regulation. All other provisions of this Agreement  will
continue  and remain in full force and effect. To the extent that this Agreement
is not enforceable as to any Contract, this Agreement shall remain in full force
and  effect  and  be enforceable in accordance with its terms as  to  all  other
Contracts.  To  the  extent  this  Agreement contains  any  provision  which  is
inconsistent with provisions in any other Contract or agreement between  us,  or
of  which  the  undersigned is a beneficiary, the provisions of  this  Agreement
shall control with respect to transactions contemplated hereunder.

25.  LENDING  OF SECURITIES. Within the limits of applicable law and regulation,
until Morgan Stanley receives written notice of revocation from the undersigned,
Morgan  Stanley is hereby authorized to lend, to itself as brokers or to others,
any  securities  held by Morgan Stanley on margin in its possession  or  control
together with all attendant rights of ownership (including the right to vote the
securities).

26. EXTRAORDINARY EVENTS. The undersigned agrees that Morgan Stanley will not be
liable  for any loss caused, directly or indirectly, by government restrictions,
exchange  or  market  rulings, suspension of trading, war (whether  declared  or
undeclared),  terrorist  acts, insurrection, riots,  fires,  flooding,  strikes,
failure  of  utility  services, accidents, adverse weather or  other  events  of
nature  (including  earthquakes, hurricanes and tornadoes) or  other  events  or
conditions beyond Morgan Stanley's control. In the event that any communications
network,  data  processing  system  or  computer  system  Morgan  Stanley  uses,
regardless  of  ownership, is rendered inoperable, Morgan Stanley  will  not  be
liable  to  the  undersigned for any loss, liability, claim, damage  or  expense
resulting, directly or indirectly, from such inoperability.

27.  LIMITATION OF LIABILITY. Morgan Stanley shall not be liable  in  connection
with  the  execution, clearing, handling, purchasing or selling  of  securities,
commodities or other property or assets, or other action, except in the event of
gross negligence or willful misconduct on Morgan Stanley's part. The undersigned
acknowledges  that  certain of its securities may be  held  outside  the  United
States  by  unaffiliated, foreign, agent banks and depositories. Morgan  Stanley
shall  not  be  liable  to the undersigned for any loss,  liability  or  expense
incurred by the undersigned in connection with these arrangements except to  the
extent  that  any such loss, liability or expense results from Morgan  Stanley's
gross negligence or willful misconduct.

28.  INDEMNIFICATION. In consideration of Morgan Stanley's carrying one or  more
accounts  for  the  undersigned, the undersigned agrees to  indemnify  and  hold
Morgan Stanley harmless from and against any and all losses, claims, damages and
liabilities  arising  out  of or relating to the undersigned's  accounts  or  in
connection with the execution, purchase, sale, assignment, exercise, endorsement
or  handling  of  any transaction therein, or in connection with Morgan  Stanley
acting  or declining to act as prime broker, except for actions taken or omitted
to  be  taken  by  Morgan Stanley which are a result of, or constitute,  willful
misconduct or gross negligence. The undersigned also agrees that Morgan  Stanley
shall  have no responsibility for the undersigned's compliance with any  law  or
regulation  and  that  Morgan Stanley shall not be  liable  for  delays  in  the
transmission  of  orders  or instructions due to the  breakdown  or  failure  of
transmission  or  communication  facilities or any  other  cause  beyond  Morgan
Stanley's control, including any mistake, error, negligence or misconduct of any
exchange, association or clearing house or their respective officers, directors,
employees  or  agents,  nor  any failure by any such  exchange,  association  or
clearing house to enforce its rules or regulations.

29. COSTS OF COLLECTION. To the extent permitted by the laws of the State of New
York,  the reasonable costs and expenses of collection of any debit balance  and
any  unpaid  deficiency in any account of the undersigned with  Morgan  Stanley,
including  but not limited to attorneys' fees incurred and payable  or  paid  by
Morgan Stanley, shall be payable to Morgan Stanley by the undersigned.

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    54

30. ASSIGNMENTS. Undersigned may not assign its rights or obligations under this
Agreement without the express written consent of Morgan Stanley.

31.  REPRESENTATIONS  AND  WARRANTIES. The  undersigned  hereby  represents  and
warrants  as  of the date hereof, which representations and warranties  will  be
deemed repeated on each date on which a transaction or Contract is effected  for
any  of  the  undersigned's accounts, or any securities  or  other  property  if
delivered to or from any such account, that:

(a) The undersigned will at all times maintain such securities or other property
or assets in the accounts of the undersigned for margin purposes, as is required
by Morgan Stanley from time to time in Morgan Stanley's sole discretion;

(b)  The  undersigned  will not transact on the basis of,  or  in  reliance  on,
material, non-public information.

(c) Except as disclosed in writing to Morgan Stanley, the undersigned is not  an
employee  of  any exchange, or of any corporation of which any exchange  owns  a
majority  of  the  capital  stock, or of a member  of  any  exchange,  or  of  a
securities  broker or dealer, or of a bank, trust company, insurance company  or
of  any  corporation,  firm or individual engaged in the  business  of  dealing,
either  as  agent or as principal, in securities, bills of exchange, acceptances
or other forms of commercial paper.

(d)   Except  as  disclosed  to  Morgan  Stanley  in  writing,  the  undersigned
continuously represents that it is not (a) an employee benefit plan (hereinafter
an  "ERISA Plan"), as defined in Section 3 (3) of the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA"), subject to Title  I  of  ERISA  or
Section  4975 of the Internal Revenue Code of 1986, as amended, or (b) a  person
acting  on behalf of an ERISA Plan or (c) a person the assets of whom constitute
assets  of an ERISA Plan. The undersigned will provide notice to Morgan  Stanley
in  the  event  that  it is aware that it is in breach of  any  aspect  of  this
representation or is aware that with the passing of time, giving  of  notice  or
expiry of any applicable grace period it will breach this representation.

(e)  Except as disclosed in writing to Morgan Stanley, the undersigned  is  not,
and will not be, an affiliate (as defined in Rule 144(a)(1) under the Securities
Act of 1933) of the issuer of any security held in the undersigned's accounts or
sold to or through Morgan Stanley and undertakes to inform Morgan Stanley of any
changes in such representation.

(f)  The  undersigned has full power and authority to execute and  deliver  each
Contract and to perform and observe the provisions thereof.

(g)  The  execution, delivery and performance of each Contract has been or  will
be,  prior  to  entering  into the Contract, duly authorized  by  all  necessary
internal action and do not or will not contravene any requirement of law or  any
contractual restrictions or agreement binding on or affecting the undersigned or
its assets.

(h)  Each  Contract has been or will be at the time it is entered into  properly
executed and delivered by the undersigned and constitutes and will constitute  a
legal, valid and binding obligation enforceable in accordance with its terms.

(i)  The  undersigned  will promptly furnish to Morgan  Stanley  appropriate
financial statements or similar documents upon Morgan Stanley's request  and
any  other  information as Morgan Stanley may reasonably request. Since  the
date of the most recent financial statements provided to Morgan Stanley,  if
any,  there has been no material adverse change in the information set forth
therein,  and,  if  the undersigned is not a natural person,  the  business,
financial condition, results, operations or prospects of the undersigned.

(j) No one that is not a party to this Agreement has any interest in any account
of  the  undersigned  with Morgan Stanley. The undersigned owns  the  Collateral
assigned,  or  to  be assigned, to Morgan Stanley under each Contract  free  and
clear of any lien, claims, encumbrances and transfer restrictions. Upon delivery
of  the Collateral to Morgan Stanley or upon the filing of appropriate financing
statements,  Morgan  Stanley will have, as security for the Obligations  of  the
undersigned, a perfected first priority security interest in the Collateral.  No
further filings or recordings with any governmental body, agency or official are
necessary to create or perfect the security interest in the Collateral.

(k)  The  undersigned represents to Morgan Stanley that all sales of  securities
(other than fully covered options) will be eligible to be marked "long" and that
the  undersigned will pay for all the securities purchased in full on trade date
or  such  later  date  as Morgan Stanley may permit. Any sell  order  which  the
undersigned  shall designate as being long is for securities then owned  by  the
undersigned. If such securities cannot be delivered by Morgan Stanley  from  any
account  of  the  undersigned,  the placing of such  order  shall  constitute  a
representation by the undersigned that the undersigned will deliver them as soon
as  it  is  possible to do so, without undue inconvenience or expense to  Morgan
Stanley.

(l)  The  undersigned acknowledges that it is acting as principal  (and  not  as
agent or in any other capacity, fiduciary or otherwise) for its own account, and
it  has  made  its  own independent decisions to enter into this  Agreement  and
Contracts  and  as  to  whether its activities and  investments  thereunder  are
appropriate  or proper for it based upon its own judgment and upon  advice  from
such advisers as it has deemed necessary. It is not relying on any communication
(written  or oral) of Morgan Stanley as investment advice or as a recommendation
to  enter  into any particular transaction; it being understood that information
and  explanations related to the terms and conditions of a transaction shall not
be considered investment advice or a recommendation to enter into a transaction.
No  communication (written or oral) received from Morgan Stanley shall be deemed
to  be an assurance or guarantee as to the expected results of a transaction. It
is  capable of assessing the merits of and understanding (on its own  behalf  or
thorough  independent  professional advice), and understands  and  accepts,  the
terms, conditions and risks of its transactions, and is capable of assuming, and
assumes, such risks. Morgan Stanley is not acting as a fiduciary for an  adviser
to  it in any respect, and does not perform any analysis or make any judgment on
any  matters  pertaining to the suitability of any order or offer  any  opinion,
judgment or other type of information pertaining to the nature, value, potential
or suitability of any particular transaction.

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    55

32. ACKNOWLEDGMENTS. The undersigned hereby consents and acknowledges that:

(a)  The  undersigned has received, and agrees to be bound by, Morgan  Stanley's
Credit Charge and Margin Information Statement, which is incorporated herein  by
reference;

(b)  The  undersigned has received a copy of this Agreement  and  has  read  and
understood its terms; and

(c) All conversations between us may be recorded on tape or otherwise.

NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE

PROXY DISCLOSURE STATEMENT

Under the rules of the Securities and Exchange Commission, we are required, upon
registrant's  request, to provide your name, address and security  positions  to
issuers  of  securities  that  you  own. The issuer  may  use  this  information
exclusively for purposes of corporate communications. _____(Check) IF  THIS  BOX
IS  CHECKED,  MORGAN STANLEY WILL DISCLOSE THE NAME AND ADDRESS INFORMATION  FOR
THE ACCOUNT ESTABLISHED BY THIS AGREEMENT TO ISSUERS OF SECURITIES WHICH I OWN.

ELECTRONIC TRADE CONFIRMATIONS

X___   (Check)  Yes,  we  would,  if  available,  like  to  receive   electronic
notification  of  our  trade  information  rather  than  a  mailed,  hard   copy
confirmation.

DATE: __5/30/02___

Financial Institution Partners,         MORGAN STANLEY &
L.P.                                    CO. INCORPORATED,
By Hovde Capital IV, LLC, general       on its own behalf
Partner,                                and on behalf of
by its authorized signatory             each Morgan Stanley Entity

/s/ Richard J. Perry, Jr.__
Name: Richard J. Perry, Jr.             Name:  ___________
Date: 5/9/02                            Date:  ___________
Title: Manager                          Title: ___________

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    56

                                                                       EXHIBIT L
THE
BOND
MARKET
ASSOCIATION

                        Master Securities Loan Agreement

Between:                           Dated as of May 30, 2002

PRIME DEALER SERVICES CORP.

and

FINANCIAL INSTITUTION PARTNERS, L.P.

     This  Agreement sets forth the terms and conditions under which  one  party
("Lender")  may  from time to time lend to the other party ("Borrower")  certain
securities  against  a  pledge of collateral. Capitalized  terms  not  otherwise
defined herein shall have the meanings provided in Section 26.

     The parties hereto agree as follows:

1.   Loans of Securities.

1.1.  Subject to the terms and conditions of this Agreement, Borrower or  Lender
may,  from  time to time, orally seek to initiate a transaction in which  Lender
will lend securities to Borrower. Borrower and Lender shall agree orally on  the
terms  of  each  Loan,  including the issuer of the securities,  the  amount  of
securities  to be lent, the basis of compensation, and the amount of  Collateral
to be transferred by Borrower, which terms may be amended during the Loan.
1.2. Notwithstanding any other provision in this Agreement regarding when a Loan
commences, a Loan hereunder shall not occur until the Loaned Securities and the
Collateral therefor have been transferred in accordance with Section 16.
1.3. WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND
AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY
NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT,
THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF
SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE
LOANED SECURITIES.

2.   Transfer of Loaned Securities.

2.1.  Unless  otherwise  agreed,  Lender shall  transfer  Loaned  Securities  to
Borrower  hereunder  on  or before the Cutoff Time on  the  date  agreed  to  by
Borrower and Lender for the commencement of the Loan.
2.2. Unless otherwise agreed, Borrower shall provide Lender, in each Loan in
which Lender is a Customer, with a schedule and receipt listing the Loaned
Securities. Such schedule and receipt may consist of (a) a schedule provided to
Borrower by Lender and executed and returned by Borrower when the Loaned
Securities are received, (b) in the case of securities transferred through a
Clearing Organization which provides transferors with a notice evidencing such
transfer, such notice, or (c) a confirmation or other document provided to
Lender by Borrower.

3.   Collateral.

3.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with  the
transfer  of  the Loaned Securities to Borrower, but in no case later  than  the
close  of  business  on the day of such transfer, transfer to Lender  Collateral
with  a  market value at least equal to a percentage of the market value of  the
Loaned Securities agreed to by Borrower and Lender (which shall be not less than
100% of the market value of the Loaned Securities) (the "Margin Percentage").
3.2. The Collateral transferred by Borrower to Lender, as adjusted pursuant to
Section 8, shall be security for Borrower's obligations in respect of such Loan
and for any other obligations of Borrower to Lender. Borrower hereby pledges
with, assigns to, and grants Lender a continuing first security interest in, and
a lien upon, the Collateral, which shall attach upon the transfer of the Loaned
Securities by Lender to Borrower and which shall cease upon the transfer of the
Loaned Securities by Borrower to Lender. In addition to the rights and remedies
given to Lender hereunder, Lender shall have all the rights and remedies of a
secured party under the New York Uniform Commercial Code. It is understood that
Lender may use or invest the Collateral, if such consists of cash, at its own
risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term
of any Loan hereunder, segregate Collateral from all securities or other assets
in its possession. Lender may pledge, repledge, hypothecate, rehypothecate,
lend, relend, sell or otherwise transfer the Collateral, or re-register
Collateral evidenced by physical certificates in any name other than Borrower's,
only (a) if Lender is Broker-Dealer or (b) in the event of a Default by
Borrower. Segregation of Collateral may be accomplished by appropriate
identification on the books and records of Lender if it is a "financial
intermediary" or a "clearing corporation" within the meaning of the New York
Uniform Commercial Code.
3.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned
Securities on the day a Loan is terminated pursuant to Section 5, Lender shall
be obligated to transfer the Collateral (as adjusted pursuant to Section 8) to
Borrower no later than the Cutoff Time on such day or, if such day is not a day
on which a transfer of such Collateral may be effected under Section 16, the
next day on which such a transfer may be effected.

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    57

3.4. If Borrower transfers Collateral to Lender, as provided in Section 3.1, and
Lender does not transfer the Loaned Securities to Borrower, Borrower shall  have
the  absolute  right  to the return of the Collateral; and if  Lender  transfers
Loaned  Securities  to  Borrower and Borrower does not  transfer  Collateral  to
Lender  as provided in Section 3.1, Lender shall have the absolute right to  the
return of the Loaned Securities.
3.5. Borrower may, upon reasonable notice to Lender (taking into account all
relevant factors, including industry practice, the type of Collateral to be
substituted and the applicable method of transfer), substitute Collateral for
Collateral securing any Loan or Loans; provided, however, that such substituted
Collateral shall (a) consist only of cash, securities or other property that
Borrower and Lender agreed would be acceptable Collateral prior to the Loan or
Loans and (b) have a market value such that the aggregate market value of such
substituted Collateral, together with all other Collateral for Loans in which
the party substituting such Collateral is acting as Borrower, shall equal or
exceed the agreed upon Margin Percentage of the market value of the Loaned
Securities. Prior to the expiration of any letter of credit supporting
Borrower's obligations hereunder, Borrower shall, no later than the Cutoff Time
on the date such letter of credit expires, obtain an extension of the expiration
of such letter of credit or replace such letter of credit by providing Lender
with a substitute letter of credit in an amount at least equal to the amount of
the letter of credit for which it is substituted.
3.6. Lender acknowledges that, in connection with Loans of Government Securities
and as otherwise permitted by applicable law, some securities provided by
Borrower as Collateral under this Agreement may not be guaranteed by the United
States.

4.   Fees for Loan.

4.1.  Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan  fee  (a
"Loan  Fee"), computed daily on each Loan to the extent such Loan is secured  by
Collateral  other than cash, based on the aggregate par value (in  the  case  of
Loans  of Government Securities) or the aggregate market value (in the  case  of
all other Loans) of the Loaned Securities on the day for which such Loan Fee  is
being  computed, and (b) Lender agrees to pay Borrower a fee or rebate (a  "Cash
Collateral Fee") on Collateral consisting of cash, computed daily based  on  the
amount of cash held by Lender as Collateral, in the case of each of the Loan Fee
and  the  Cash  Collateral Fee at such rates as Borrower and Lender  may  agree.
Except  as  Borrower  and Lender may otherwise agree (in  the  event  that  cash
Collateral is transferred by clearing house funds or otherwise), Loan Fees shall
accrue  from  and  including  the  date  on  which  the  Loaned  Securities  are
transferred  to  Borrower  to, but excluding, the  date  on  which  such  Loaned
Securities  are returned to Lender, and Cash Collateral Fees shall  accrue  from
and including the date on which the cash Collateral is transferred to Lender to,
but excluding, the date on which such cash Collateral is returned to Borrower.
4.2. Unless otherwise agreed, any Loan Fee or Cash Collateral Fee payable
hereunder shall be payable:
(c)   in  the  case of any Loan of securities other than Government  Securities,
upon  the  earlier of (i) the fifteenth day of the month following the  calendar
month  in  which  such  fee was incurred or (ii) the termination  of  all  Loans
hereunder  (or, if a transfer of cash in accordance with Section 16 may  not  be
effected  on such fifteenth day or the day of such termination, as the case  may
be, the next day on which such a transfer may be effected); and
(d)  in the case of any Loan of Government Securities, upon the termination of
such Loan.

Notwithstanding  the  foregoing, all Loan Fees  shall  be  payable  by  Borrower
immediately  in  the  event  of a Default hereunder by  Borrower  and  all  Cash
Collateral Fees shall be payable immediately by Lender in the event of a Default
by Lender.

5.    Termination  of  the  Loan.  Unless otherwise  agreed,  (a)  Borrower  may
terminate a Loan on any Business Day by giving notice to Lender and transferring
the Loaned Securities to Lender before the Cutoff Time on such Business Day, and
(b)  Lender  may  terminate a Loan on a termination date established  by  notice
given  to  Borrower  prior  to the close of business  on  a  Business  Day.  The
termination date established by a termination notice given by Lender to Borrower
shall  be a date no earlier than the standard settlement date for trades of  the
Loaned  Securities  entered into on the date of such notice, which  date  shall,
unless  Borrower  and  Lender agree to the contrary,  be  (i)  in  the  case  of
Government Securities, the next Business Day following such notice and  (ii)  in
the  case of all other securities, the third Business Day following such notice.
Unless  otherwise agreed, Borrower shall, on or before the Cutoff  Time  on  the
termination date of a Loan, transfer the Loaned Securities to Lender;  provided,
however,  that  upon  such  transfer  by Borrower,  Lender  shall  transfer  the
Collateral  (as  adjusted pursuant to Section 8) to Borrower in accordance  with
Section 3.3.

6.   Rights of Borrower in Respect of the Loaned Securities. Except as set forth
in  Sections  7.1 and 7.2 and as otherwise agreed by Borrower and Lender,  until
Loaned Securities are required to be redelivered to Lender upon termination of a
Loan  hereunder,  Borrower shall have all of the incidents of ownership  of  the
Loaned  Securities,  including the right to transfer the  Loaned  Securities  to
others. Lender hereby waives the right to vote, or to provide any consent or  to
take any similar action with respect to, the Loaned Securities in the event that
the  record date or deadline for such vote, consent or other action falls during
the term of the Loan.

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7.   Dividends, Distributions, Etc.

7.1. Lender shall be entitled to receive all distributions made on or in respect
of the Loaned Securities which are not otherwise received by Lender, to the full
extent  it  would be so entitled if the Loaned Securities had not been  lent  to
Borrower,  including, but not limited to: (a) cash and all other  property,  (b)
stock  dividends, (c) securities received as a result of split ups of the Loaned
Securities and distributions in respect thereof, (d) interest payments, and  (e)
all rights to purchase additional securities.
7.2. Any cash distributions made on or in respect of the Loaned Securities,
which Lender is entitled to receive pursuant to Section 7.1, shall be paid by
the transfer of cash to Lender by Borrower, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Lender is not in
Default at the time of such payment. Non-cash distributions received by Borrower
shall be added to the Loaned Securities on the date of distribution and shall be
considered such for all purposes, except that if the Loan has terminated,
Borrower shall forthwith transfer the same to Lender.
7.3. Borrower shall be entitled to receive all cash distributions made on or in
respect of non-cash Collateral which are not otherwise received by Borrower, to
the full extent it would be so entitled if the Collateral had not been
transferred to Lender. Any distributions of cash made on or in respect of such
Collateral which Borrower is entitled to receive hereunder shall be paid by the
transfer of cash to Borrower by Lender, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Borrower is not
in Default at the time of such payment.
7.4. (a)  Unless otherwise agreed, if (i) Borrower is required to make a payment
(a "Borrower Payment") with respect to cash distributions on Loaned Securities
under Sections 7.1 and 7.2 ("Securities Distributions"), or (ii) Lender is
required to make a payment (a "Lender Payment") with respect to cash
distributions on Collateral under Section 7.3 ("Collateral Distributions"), and
(iii) Borrower or Lender, as the case may be ("Payor"), shall be required by law
to collect any withholding or other tax, duty, fee, levy or charge required to
be deducted or withheld from such Borrower Payment or Lender Payment ("Tax"),
then Payor shall (subject to subsections (b) and (c) below), pay such additional
amounts as may be necessary in order that the net amount of the Borrower Payment
or Lender Payment received by the Lender or Borrower, as the case may be
("Payee"), after payment of such Tax equals the net amount of the Securities
Distribution or Collateral Distribution that would have been received if such
Securities Distribution or Collateral Distribution had been paid directly to the
Payee.

(b)   No  additional  amounts shall be payable to a Payee under  subsection  (a)
above  to  the  extent  that  Tax  would  have  been  imposed  on  a  Securities
Distribution or Collateral Distribution paid directly to the Payee.

(c)   No  additional  amounts shall be payable to a Payee under  subsection  (a)
above  to  the  extent  that such Payee is entitled to  an  exemption  from,  or
reduction in the rate of, Tax on a Borrower Payment or Lender Payment subject to
the provision of a certificate or other documentation, but has failed timely  to
provide such certificate or other documentation.

(d)  Each party hereto shall be deemed to represent that, as of the commencement
of  any Loan hereunder, no Tax would be imposed on any cash distribution paid to
it with respect to (i) Loaned Securities subject to a Loan in which it is acting
as  Lender  or  (ii) Collateral for any Loan in which it is acting as  Borrower,
unless  such  party has given notice to the contrary to the other  party  hereto
(which  notice shall specify the rate at which such Tax would be imposed).  Each
party agrees to notify the other of any change that occurs during the term of  a
Loan in the rate of any Tax that would be imposed on any such cash distributions
payable to it.

7.5. To the extent that, under the provisions of Sections 7.1 through 7.4 (a)  a
transfer  of  cash  or other property by Borrower would give rise  to  a  Margin
Excess  (as  defined in Section 8.3 below) or (b) a transfer of  cash  or  other
property  by Lender would give rise to a Margin Deficit (as defined  in  Section
8.2  below),  Borrower or Lender (as the case may be) shall not be obligated  to
make  such  transfer of cash or other property in accordance with such Sections,
but  shall  in lieu of such transfer immediately credit the amounts  that  would
have  been transferable under such Sections to the account of Lender or Borrower
(as the case may be).

8.   Mark to Market.

8.1.  Borrower shall daily mark to market any Loan hereunder and  in  the  event
that  at  the  close  of trading on any Business Day the  market  value  of  the
Collateral for any Loan to Borrower shall be less than 100% of the market  value
of  all  the outstanding Loaned Securities subject to such Loan, Borrower  shall
transfer additional Collateral no later than the close of the next Business  Day
so that the market value of such additional Collateral, when added to the market
value  of  the  other Collateral for such Loan, shall equal 100% of  the  market
value of the Loaned Securities.
8.2. In addition to any rights of Lender under Section 8.1, in the event that at
the close of trading on any Business Day the aggregate market value of all
Collateral for Loans by Lender shall be less than the Margin Percentage of the
market value of all the outstanding Loaned Securities subject to such Loans (a
"Margin Deficit"), Lender may, by notice to Borrower, demand that Borrower
transfer to Lender additional Collateral so that the market value of such
additional Collateral, when added to the market value of all other Collateral
for such Loans, shall equal or exceed the agreed upon Margin Percentage of the
market value of the Loaned Securities. Unless otherwise agreed, such transfer is
to be made no later than the close of the next Business Day following the day of
Lender's notice to Borrower.
8.3. In the event that at the close of trading on any Business Day the market
value of all Collateral for Loans to Borrower shall be greater than the Margin
Percentage of the market value of all the outstanding Loaned Securities subject
to such Loans (a "Margin Excess"), Borrower may, by notice to Lender, demand
that Lender transfer to Borrower such amount of the Collateral selected by
Borrower so that the market value of the Collateral for such Loans, after
deduction of such amounts, shall thereupon not exceed the Margin Percentage of
the market value of the Loaned Securities. Unless otherwise agreed, such
transfer is to be made no later than the close of the next Business Day
following the day of Borrower's notice to Lender.
8.4. Borrower and Lender may agree, with respect to one or more Loans hereunder,
to mark the values to market pursuant to Sections 8.2 and 8.3 by separately
valuing the Loaned Securities lent and the Collateral given in respect thereof
on a Loan-by-Loan basis.
8.5. Borrower and Lender may agree, with respect to any or all Loans hereunder,
that the respective rights of Lender and Borrower under Sections 8.2 and 8.3 may
be exercised only where a Margin Excess or Margin Deficit exceeds a specified
dollar amount or a specified percentage of the market value of the Loaned
Securities under such Loans (which amount or percentage shall be agreed to by
Borrower and Lender prior to entering into any such Loans).

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9.   Representations.    Each party to this Agreement hereby makes the following
representations and warranties, which shall continue during the term of any Loan
hereunder:

9.1.  Each  party hereto represents and warrants that (a) it has  the  power  to
execute and deliver this Agreement, to enter into the Loans contemplated  hereby
and  to perform its obligations hereunder; (b) it has taken all necessary action
to  authorize  such execution, delivery and performance; and (c) this  Agreement
constitutes  a  legal, valid and binding obligation enforceable  against  it  in
accordance with its terms.
9.2. Each party hereto represents and warrants that the execution, delivery and
performance by it of this Agreement and each Loan hereunder will at all times
comply with all applicable laws and regulations including those of applicable
regulatory and self-regulatory organizations.
9.3. Each party hereto represents and warrants that it has not relied on the
other for any tax or accounting advice concerning this Agreement and that it has
made its own determination as to the tax and accounting treatment of any Loan
and any dividends, remuneration or other funds received hereunder.
9.4. Borrower represents and warrants that it is acting for its own account.
Lender represents and warrants that it is acting for its own account unless it
expressly specifies otherwise in writing and complies with Section 10.3(b).
9.5. Borrower represents and warrants that (a) it has, or will have at the time
of transfer of any Collateral, the right to grant a first security interest
therein subject to the terms and conditions hereof, and (b) it (or the person to
whom it relends the Loaned Securities) is borrowing or will borrow the Loaned
Securities (except for Loaned Securities that qualify as "exempted securities"
under Regulation T of the Board of Governors of the Federal Reserve System) for
the purpose of making delivery of such securities in the case of short sales,
failure to receive securities required to be delivered, or as otherwise
permitted pursuant to Regulation T as in effect from time to time.
9.6. Lender represents and warrants that it has, or will have at the time of
transfer of any Loaned Securities, the right to transfer the Loaned Securities
subject to the terms and conditions hereof.

10.  Covenants.

10.1.     Each party hereto agrees and acknowledges that (a) each Loan hereunder
is  a  "securities contract," as such term is defined in Section 741(7) of Title
11  of  the  United  States Code (the "Bankruptcy Code"),  (b)  each  and  every
transfer  of funds, securities and other property under this Agreement and  each
Loan  hereunder is a "settlement payment" or a "margin payment," as  such  terms
are  used in Sections 362(b)(6) and 546(e) of the Bankruptcy Code, and  (c)  the
rights  given  to  Borrower and Lender hereunder upon a  Default  by  the  other
constitute the right to cause the liquidation of a securities contract  and  the
right  to  set  off  mutual  debts and claims in connection  with  a  securities
contract, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy
Code.  Each party hereto further agrees and acknowledges that if a party  hereto
is  an  "insured depository institution," as such term is defined in the Federal
Deposit  Insurance  Act,  as amended ("FDIA"), then each  Loan  hereunder  is  a
"securities  contract" and "qualified financial contract,"  as  such  terms  are
defined in the FDIA and any rules, orders or policy statements thereunder.
10.2.     Borrower agrees to be liable as principal with respect to its
obligations hereunder.
10.3.     Lender agrees either (a) to be liable as principal with respect to its
obligations hereunder or (b) to execute and comply fully with the provisions of
Annex I (the terms and conditions of which Annex are incorporated herein and
made a part hereof).
10.4.     Promptly upon (and in any event within seven (7) Business Days after)
demand by Lender, Borrower shall furnish Lender with Borrower's most recent
publicly-available financial statements and any other financial statements
mutually agreed upon by Borrower and Lender. Unless otherwise agreed, if
Borrower is subject to the requirements of Rule 17a-5(c) under the Exchange Act,
it may satisfy the requirements of this Section by furnishing Lender with its
most recent statement required to be furnished to customers pursuant to such
Rule.
10.5.     Except to the extent required by applicable law or regulation or as
otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no
event be "exchange contracts" for purposes of the rules of any securities
exchange and that Loans hereunder shall not be governed by the buy-in or similar
rules of any such exchange, registered national securities or other self-
regulatory organization.

11.   Events  of  Default.    All Loans hereunder may,  at  the  option  of  the
nondefaulting  party exercised by notice to the defaulting party  (which  option
shall  be  deemed to have been exercised even if no notice is given, immediately
upon  the  occurrence  of  an  event specified in  subsection  11.5  below),  be
terminated  immediately upon the occurrence of any one or more of the  following
events (individually, a "Default"):

11.1.      if  any  Loaned Securities shall not be transferred  to  Lender  upon
termination of the Loan as required by Section 5;
11.2.     if any Collateral shall not be transferred to Borrower upon
termination of the Loan as required by Sections 3.3 and 5;
11.3.     if either party shall fail to transfer Collateral as required by
Section 8;
11.4.     if either party (i) shall fail to transfer to the other party amounts
in respect of distributions required to be transferred by Section 7, (ii) shall
have received notice of such failure from the non-defaulting party, and (iii)
shall not have cured such default by the Cutoff Time on the next day after such
notice on which a transfer of cash may be effected in accordance with Section
16;
11.5.     if (i) either party shall commence as debtor any case or proceeding
under any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar law, or seek the appointment of a receiver, conservator, trustee,
custodian or similar official for such party or any substantial part of its
property, (ii) any such case or proceeding shall be commenced against either
party, or another shall seek such an appointment, or any application shall be
filed against either party for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (A) is consented to or not
timely contested by such party, (B) results in the entry of an order for relief,
such an appointment, the issuance of such a protective decree or the entry of an
order having a similar effect, or (C) is not dismissed within 15 days, (iii)
either party shall make a general assignment for the benefit of creditors, or
(iv) either party shall admit in writing its inability to pay its debts as they
become due;
11.6.     if either party shall have been suspended or expelled from membership
or participation in any national securities exchange or registered national
securities association of which it is a member or other self-regulatory
organization to whose rules it is subject or if it is suspended from dealing in
securities by any federal or state government agency thereof;
11.7.     if either party shall have its license, charter, or other
authorization necessary to conduct a material portion of its business withdrawn,
suspended or revoked by any applicable federal or state government or agency
thereof;

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11.8.      if  any  representation  made by either  party  in  respect  of  this
Agreement  or  any Loan or Loans hereunder shall be incorrect or untrue  in  any
material respect during the term of any Loan hereunder;
11.9.     if either party notifies the other, orally or in writing, of its
inability to or its intention not to perform its obligations hereunder or
otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or
11.10.    if either party (i) shall fail to perform any material obligation
under this Agreement not specifically set forth in clauses 11.1 through 11.9
above, including but not limited to the payment of fees as required by Section
4, and the payment of transfer taxes as required by Section 14, (ii) shall have
received notice of such failure from the non-defaulting party and (iii) shall
not have cured such failure by the Cutoff Time on the next day after such notice
on which a transfer of cash may be effected under Section 16.

12.   Lender's  Remedies.   Upon the occurrence of a Default  under  Section  11
entitling  Lender to terminate all Loans hereunder, Lender shall have the  right
(without further notice to Borrower), in addition to any other remedies provided
herein  or  under  applicable  law, (a) to purchase  a  like  amount  of  Loaned
Securities  ("Replacement  Securities")  in  the  principal  market   for   such
securities  in  a commercially reasonable manner, (b) to sell any Collateral  in
the principal market for such Collateral in a commercially reasonable manner and
(c)  to apply and set off the Collateral and any proceeds thereof (including any
amounts  drawn under a letter of credit supporting any Loan) against the payment
of  the  purchase price for such Replacement Securities and any amounts  due  to
Lender  under Sections 4, 7, 14 and 17. In the event Lender shall exercise  such
rights,  Borrower's obligation to return a like amount of the Loaned  Securities
shall  terminate.  Lender may similarly apply the Collateral  and  any  proceeds
thereof to any obligation of Borrower under this Agreement, including Borrower's
obligations with respect to distributions paid to Borrower (and not forwarded to
Lender)  in  respect of Loaned Securities. In the event that  (i)  the  purchase
price  of Replacement Securities (plus all other amounts, if any, due to  Lender
hereunder) exceeds (ii) the amount of the Collateral, Borrower shall  be  liable
to Lender for the amount of such excess together with interest thereon at a rate
equal  to (A) in the case of purchases of Foreign Securities, LIBOR, (B) in  the
case  of  purchases of any other securities (or other amounts, if  any,  due  to
Lender  hereunder),  the Federal Funds Rate or (C) such other  rate  as  may  be
specified in Schedule B, in each case as such rate fluctuates from day  to  day,
from  the  date  of such purchase until the date of payment of such  excess.  As
security  for Borrower's obligation to pay such excess, Lender shall  have,  and
Borrower  hereby  grants, a security interest in any property of  Borrower  then
held  by  or for Lender and a right of setoff with respect to such property  and
any  other  amount  payable  by  Lender  to  Borrower.  The  purchase  price  of
Replacement  Securities purchased under this Section 12 shall include,  and  the
proceeds  of  any  sale of Collateral shall be determined  after  deduction  of,
broker's  fees and commissions and all other reasonable costs, fees and expenses
related  to  such  purchase or sale (as the case may be). In  the  event  Lender
exercises  its  rights  under this Section 12, Lender  may  elect  in  its  sole
discretion, in lieu of purchasing all or a portion of the Replacement Securities
or  selling  all  or  a portion of the Collateral, to be deemed  to  have  made,
respectively, such purchase of Replacement Securities or sale of Collateral  for
an amount equal to the price therefor on the date of such exercise obtained from
a generally recognized source or the most recent closing bid quotation from such
a  source.  Subject  to  Section 19, upon the satisfaction  of  all  obligations
hereunder, any remaining Collateral shall be returned to Borrower.

13.  Borrower's Remedies.     Upon the occurrence of a Default under Section  11
entitling  Borrower to terminate all Loans hereunder, Borrower  shall  have  the
right  (without  further notice to Lender), in addition to  any  other  remedies
provided  herein  or  under applicable law, (a) to purchase  a  like  amount  of
Collateral  ("Replacement  Collateral")  in  the  principal  market   for   such
Collateral in a commercially reasonable manner, (b) to sell a like amount of the
Loaned  Securities in the principal market for such securities in a commercially
reasonable  manner  and (c) to apply and set off the Loaned Securities  and  any
proceeds  thereof  against  (i)  the payment of  the  purchase  price  for  such
Replacement  Collateral (ii) Lender's obligation to return  any  cash  or  other
Collateral and (iii) any amounts due to Borrower under Sections 4, 7 and 17.  In
such  event,  Borrower may treat the Loaned Securities as its own  and  Lender's
obligation to return a like amount of the Collateral shall terminate;  provided,
however,  that Lender shall immediately return any letters of credit  supporting
any  Loan  upon  the exercise or deemed exercise by Borrower of its  termination
rights under Section 11. Borrower may similarly apply the Loaned Securities  and
any  proceeds  thereof to any other obligation of Lender under  this  Agreement,
including Lender's obligations with respect to distributions paid to Lender (and
not  forwarded to Borrower) in respect of Collateral. In the event that (i)  the
sales  price received from such Loaned Securities is less than (ii) the purchase
price of Replacement Collateral (plus the amount of any cash or other Collateral
not  replaced  by  Borrower  and all other amounts,  if  any,  due  to  Borrower
hereunder),  Lender  shall be liable to Borrower for  the  amount  of  any  such
deficiency, together with interest on such amounts at a rate equal to (A) in the
case  of Collateral consisting of Foreign Securities, LIBOR, (B) in the case  of
Collateral consisting of any other securities (or other amounts due, if any,  to
Borrower  hereunder), the Federal Funds Rate or (C) such other rate  as  may  be
specified  in Schedule B in each case as such rate fluctuates from day  to  day,
from  the  date  of such sale until the date of payment of such  deficiency.  As
security for Lender's obligation to pay such deficiency, Borrower shall have and
Lender hereby grants, a security interest in any property of Lender then held by
or  for  Borrower  and a right of setoff with respect to such property  and  any
other  amount  payable  by  Borrower  to  Lender.  The  purchase  price  of  any
Replacement  Collateral purchased under this Section 13 shall include,  and  the
proceeds  of  any sale of Loaned Securities shall be determined after  deduction
of,  broker's  fees  and commissions and all other reasonable  costs,  fees  and
expenses  related to such purchase or sale (as the case may be).  In  the  event
Borrower exercises its rights under this Section 13, Borrower may elect  in  its
sole  discretion,  in  lieu of purchasing all or a portion  of  the  Replacement
Collateral or selling all or a portion of the Loaned Securities, to be deemed to
have  made,  respectively, such purchase of Replacement Collateral  or  sale  of
Loaned Securities for an amount equal to the price therefor on the date of  such
exercise obtained from a generally recognized source or the most recent  closing
bid  quotation from such a source. Subject to Section 19, upon the  satisfaction
of  all  Lender's  obligations hereunder, any remaining  Loaned  Securities  (or
remaining  cash proceeds thereof) shall be returned to Lender. Without  limiting
the foregoing, the parties hereto agree that they intend the Loans hereunder  to
be loans of securities. If, however, any Loan is deemed to be a loan of money by
Borrower to Lender, then Borrower shall have, and Lender shall be deemed to have
granted, a security interest in the Loaned Securities and the proceeds thereof.

14.   Transfer Taxes.     All transfer taxes with respect to the transfer of the
Loaned  Securities  by  Lender  to  Borrower and  by  Borrower  to  Lender  upon
termination of the Loan shall be paid by Borrower.

15.  Market Value.

15.1.     Unless otherwise agreed, if the principal market for the securities to
be  valued is a national securities exchange in the United States, their  market
value  shall  be  determined by their last sale price on such  exchange  on  the
preceding  Business Day or, if there was no sale on that day, by the  last  sale
price  on  the  next preceding Business Day on which there was a  sale  on  such
exchange,  all  as  quoted on the Consolidated Tape or, if  not  quoted  on  the
Consolidated Tape, then as quoted by such exchange.
15.2.     Except as provided in Section 15.3 or 15.4 or as otherwise agreed, if
the principal market for the securities to be valued is the over-the-counter
market, their market value shall be determined as follows. If the securities are
quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), their market value shall be the closing sale price on NASDAQ
on the preceding Business Day or, if the securities are issues for which last
sale prices are not quoted on NASDAQ, the closing bid price on such day.  If the
securities to be valued are not quoted on NASDAQ, their market value shall be
the highest bid quotation as quoted in any of The Wall Street Journal, the
National Quotation Bureau pink sheets, the Salomon Brothers quotation sheets,
quotations sheets of registered market makers and, if necessary, dealers'
telephone quotations on the preceding Business Day. In each case, if the
relevant quotation did not exist on such day, then the relevant quotation on the
next preceding Business Day in which there was such a quotation shall be the
market value.

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15.3.     Unless otherwise agreed, if the securities to be valued are Government
Securities, their market value shall be the average of the bid and ask prices as
quoted on Prophesy at 3:30 P.M. New York time on the Business Day preceding  the
date on which such determination is made. If the securities are not so quoted on
such  day,  their  market value shall be determined as  of  the  next  preceding
Business  Day on which they were so quoted. If the securities to be  valued  are
Government Securities that are not quoted on Prophesy, their market value  shall
be  determined  as  of the close of business on the preceding  Business  Day  in
accordance with market practice for such securities.
15.4.     Unless otherwise agreed, if the securities to be valued are Foreign
Securities, their market value shall be determined as of the close of business
on the preceding Business Day in accordance with market practice in the
principal market for such securities.
15.5.     Unless otherwise agreed, the market value of a letter of credit shall
be the undrawn amount thereof.
15.6.     All determinations of market value under Sections 15.1, 15.2, 15.3,
and 15.4 shall include, where applicable, accrued interest to the extent not
already included therein (other than any interest transferred to the other party
pursuant to Section 7), unless market practice with respect to the valuation of
such securities in connection with securities loans is to the contrary. All
determinations of market value that are required to be made at the close of
trading on any Business Day pursuant to Section 8 or otherwise hereunder shall
be made as if being determined at the commencement of trading on the next
Business Day. The determinations of market value provided for in this Section 15
shall apply for all purposes under this Agreement, except for purposes of
Sections 12 and 13.

16.  Transfers.

16.1.      All  transfers  of  securities hereunder shall  by  be  (a)  physical
delivery  of  certificates  representing  such  securities  together  with  duly
executed  stock  and bond transfer powers, as the case may be,  with  signatures
guaranteed by a bank or a member firm of the New York Stock Exchange, Inc.,  (b)
transfer  on  the books of a Clearing Organization, or (c) such other  means  as
Borrower  and  Lender may agree. In every transfer of securities hereunder,  the
transferor  shall  take  all steps necessary (i) to effect  a  "transfer"  under
Section  8-313  of  the New York Uniform Commercial Code or,  where  applicable,
under any U.S. federal regulation governing transfers of securities and (ii)  to
provide  the transferee with comparable rights under any applicable foreign  law
or regulation.
16.2.     All transfers of cash Collateral hereunder shall be by (a) wire
transfer in immediately available, freely transferable funds or (b) such other
means as Borrower and Lender may agree. All other transfers of cash hereunder
shall be made in accordance with the preceding sentence or by delivery of a
certified or official bank check representing next-day New York Clearing House
Funds.
16.3.     All transfers of a letter of credit from Borrower to Lender shall be
made by physical delivery to Lender of an irrevocable letter of credit issued by
a "bank" as defined in Section 3(a)(6)(A)-(C) of the Exchange Act. Transfer of a
letter of credit from Lender to Borrower shall be made by causing such letter of
credit to be returned or by causing the amount of such letter of credit to be
reduced to the amount required after such transfer.
16.4.     A transfer of securities, cash or letters of credit may be effected
under this Section 16 on any day except (a) a day on which the transferee is
closed for business at its address set forth in Schedule A hereto or (b) a day
on which a Clearing Organization or wire transfer system is closed, if the
facilities of such Clearing Organization or wire transfer system are required to
effect such transfer.

17.  Contractual Currency.

17.1.      Borrower  and  Lender agree that: (a) any payment  in  respect  of  a
distribution  under  Section  7  shall be made in  the  currency  in  which  the
underlying distribution of cash was made; (b) any return of cash shall  be  made
in  the  currency in which the underlying transfer of cash was made and (c)  any
other payment of cash in connection with a Loan under this Agreement shall be in
the  currency  agreed upon by Borrower and Lender in connection with  such  Loan
(the  currency established under clause (a), (b) or (c) hereinafter referred  to
as  the "Contractual Currency"). Notwithstanding the foregoing, the payee of any
such  payment  may, at its option, accept tender thereof in any other  currency;
provided,  however,  that,  to  the  extent permitted  by  applicable  law,  the
obligation  of  the payor to make such payment will be discharged  only  to  the
extent  of  the  amount of Contractual Currency that such payee may,  consistent
with  normal  banking  procedures,  purchase with  such  other  currency  (after
deduction  of  any  premium  and costs of exchange)  on  the  banking  day  next
succeeding its receipt of such currency.
17.2.     If for any reason the amount in the Contractual Currency received
under Section 17.1, including amounts received after conversion of any recovery
under any judgment or order expressed in a currency other than the Contractual
Currency, falls short of the amount in the Contractual Currency due in respect
of this Agreement, the party required to make the payment will (unless a Default
has occurred and such party is the non-defaulting party) as a separate and
independent obligation and to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall.
17.3.     If for any reason the amount in the Contractual Currency received
under Section 17.1 exceeds the amount in the Contractual Currency due in respect
of this Agreement, then the party receiving the payment will (unless a Default
has occurred and such party is the non-defaulting party) refund promptly the
amount of such excess.

18.  [INTENTIONALLY DELETED]

19.   Single Agreement.  Borrower and Lender acknowledge that, and have  entered
into this Agreement in reliance on the fact that, all Loans hereunder constitute
a  single  business and contractual relationship and have been entered  into  in
consideration of each other. Accordingly, Borrower and Lender hereby agree  that
payments,  deliveries and other transfers made by either of them in  respect  of
any  Loan  shall  be  deemed  to have been made in  consideration  of  payments,
deliveries and other transfers in respect of any other Loan hereunder,  and  the
obligations  to  make any such payment, deliveries and other  transfers  may  be
applied  against  each  other  and  netted. In  addition,  Borrower  and  Lender
acknowledge that, and have entered into this Agreement in reliance on  the  fact
that, all Loans hereunder have been entered into in consideration of each other.
Accordingly, Borrower and Lender hereby agree that (a) each shall perform all of
its  obligations in respect of each Loan hereunder, and that a  default  in  the
performance  of  any such obligation by Borrower or by Lender  (the  "Defaulting
Party") in any Loan hereunder shall constitute a default by the Defaulting Party
under  all  such  Loans  hereunder, and (b) the non-defaulting  party  shall  be
entitled to set off claims and apply property held by it in respect of any  Loan
hereunder against obligations owing to it in respect of any other Loan with  the
Defaulting Party.

20.   APPLICABLE  LAW.   THIS  AGREEMENT SHALL  BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

21.   Waiver.   The failure of a party to this Agreement to insist  upon  strict
adherence  to any term of this Agreement on any occasion shall not be considered
a  waiver  or  deprive that party of the right thereafter to insist upon  strict
adherence  to  that  term or any other term of this Agreement.  All  waivers  in
respect of a Default must be in writing.

22.   Remedies.  All remedies hereunder and all obligations with respect to  any
Loan  shall  survive  the  termination of the relevant Loan,  return  of  Loaned
Securities or Collateral and termination of this Agreement.

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23.   Notices and Other Communications.  Unless another address is specified  in
writing by the respective party to whom any notice or other communication is  to
be  given  hereunder, all such notices or communications shall be in writing  or
confirmed  in  writing and delivered at the respective addresses  set  forth  in
Schedule  A attached hereto. All notices shall be effective upon actual receipt,
provided, however, that if any notice shall be received by a party on a  day  on
which  such party is not open for business at its office located at the  address
set  forth  in Schedule A, such notice shall be deemed to have been received  by
such  party  at the opening of business on the next day on which such  party  is
open for business at such address.

24.  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

24.1.      EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO  THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE  COURT
SITTING  IN  NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT,  SOLELY
FOR  THE  PURPOSE  OF  ANY  SUIT, ACTION OR PROCEEDING BROUGHT  TO  ENFORCE  ITS
OBLIGATIONS  HEREUNDER  OR RELATING IN ANY WAY TO THIS  AGREEMENT  OR  ANY  LOAN
HEREUNDER  AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO  SO,  ANY
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN  ANY  SUCH  COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF  ITS  PLACE  OF
RESIDENCE OR DOMICILE.
24.2.     EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

25.   Miscellaneous.  This Agreement supersedes any other agreement between  the
parties hereto concerning loans of securities between Borrower and Lender.  This
Agreement  shall  not  be  assigned by either party without  the  prior  written
consent  of  the other party and any attempted assignment without  such  consent
shall  be  null  and  void. Subject to the foregoing, this  Agreement  shall  be
binding  upon and shall ensure to the benefit of Borrower and Lender  and  their
respective heirs, representatives, successors and assigns. This Agreement may be
terminated  by  either party upon written notice to the other, subject  only  to
fulfillment  of any obligations then outstanding. This Agreement  shall  not  be
modified,  except by an instrument in writing signed by the party  against  whom
enforcement  is  sought.  The  parties hereto acknowledge  and  agree  that,  in
connection with this Agreement and each Loan hereunder, time is of the  essence.
Each provision and agreement herein shall be treated as separate and independent
from  any  other  provision herein and shall be enforceable notwithstanding  the
unenforceability of any such other provision or agreement.

26.  Definitions.  For the purposes hereof:

26.1.      "Broker-Dealer" shall mean any person that is a broker  (including  a
municipal  securities broker), dealer, municipal securities  dealer,  government
securities  broker or government securities dealer as defined  in  the  Exchange
Act,  regardless of whether the activities of such person are conducted  in  the
United  States or otherwise require such person to register with the  Securities
and Exchange Commission or other regulatory body.
26.2.     "Business Day" shall mean, with respect to any Loan hereunder, a day
on which regular trading occurs in the principal market for the Loaned
Securities subject to such Loan, provided, however, that for purposes of Section
15, such term shall mean a day on which regular trading occurs in the principal
market for the securities whose value is being determined. Notwithstanding the
foregoing, (i) for purposes of Section 8, "Business Day" shall mean any day on
which regular trading occurs in the principal market for any Loaned Securities
or for any securities Collateral under any outstanding Loan hereunder and "next
Business Day" shall mean the next day on which a transfer of Collateral may be
effected in accordance with Section 16; and (ii) in no event shall a Saturday or
Sunday be considered a Business Day.
26.3.     "Clearing Organization" shall mean The Depository Trust Company, or,
if agreed to by Borrower and Lender, such other clearing agency at which
Borrower (or Borrower's agent) and Lender (or Lender's agent) maintain accounts,
or a book-entry system maintained by a Federal Reserve Bank.
26.4.     "Collateral" shall mean, whether now owned or hereafter acquired and
to the extent permitted by applicable law, (a) any property which Borrower and
Lender agree shall be acceptable collateral prior to the Loan and which is
transferred to Lender pursuant to Section 3 or 8 (including as collateral, for
definitional purposes, any letters of credit mutually acceptable to Lender and
Borrower), (b) any property substituted therefor pursuant to Section 3.5, (c)
all accounts in which such property is deposited and all securities and the like
in which any cash collateral is invested or reinvested, and (d) any proceeds of
any of the foregoing. For purposes of return of Collateral by Lender or purchase
or sale of securities pursuant to Section 12 or 13, such term shall include
securities of the same issuer, class and quantity as the Collateral initially
transferred by Borrower to Lender.
26.5.     "Customer" shall mean any person that is a customer of Borrower under
Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary
of the Treasury under Section 15C of the Exchange Act (to the extent that
Borrower is subject to such Rule or comparable regulation).
26.6.     "Cutoff Time" shall mean a time on a Business Day by which a transfer
of cash, securities or other property must be made by Borrower or Lender to the
other, as shall be agreed by Borrower and Lender in Schedule B or otherwise
orally or in writing or, in the absence of any such agreement, as shall be
determined in accordance with market practice.
26.7.     "Default" shall have the meaning assigned in Section 11.
26.8.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
26.9.     "Federal Funds Rate" shall mean the rate of interest (expressed as an
annual rate), as published in Federal Reserve Statistical Release H.15(519) or
any publication substituted therefor, charged for federal funds (dollars in
immediately available funds borrowed by banks on an overnight unsecured basis)
on that day or, if that day is not a banking day in New York City, on the next
preceding banking day.
26.10.    "Foreign Securities" shall mean, unless otherwise agreed, securities
that are principally cleared and settled outside the United States.
26.11.    "Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the Exchange Act.
26.12.    "LIBOR" shall mean for any date, the offered rate for deposits in U.S.
dollars for a period of three months which appears on the Reuters Screen LIBO
page as of 11:00 A.M., London time, on such date (or, if at least two such rates
appear, the arithmetic mean of such rates).
26.13.    "Loan" shall mean a loan of securities hereunder.
26.14.    "Loaned Security" shall mean any security which is a security as
defined in the Exchange Act, transferred in a Loan hereunder until such security
(or an identical security) is transferred back to Lender hereunder, except that,
if any new or different security shall be exchanged for any Loaned Security by
recapitalization, merger, consolidation or other corporate action, such new or
different security shall, effective upon such exchange, be deemed to become a
Loaned Security in substitution for the former Loaned Security for which such
exchange is made. For purposes of return of Loaned Securities by Borrower or
purchase or sale of securities pursuant to Section 12 or 13, such term shall
include securities of the same issuer, class and quantity as the Loaned
Securities, as adjusted pursuant to the preceding sentence.
26.15.    "Plan" shall mean (a) any "employee benefit plan" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 which is
subject to Part 4 of Subtitle B of Title I of such Act; (b) any "plan" as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986 or (c) any
entity the assets of which are deemed to be assets of any such "employee benefit
plan" or "plan" by reason of the Department of Labor's plan asset regulation, 29
C.F.R. Section 2510.3-101.

     Prime Dealer Services         FINANCIAL INSTITUTION
     Corp.                         PARTNERS, L.P.
                                        BY: HOVDE CAPITAL IV, LLC,
                                        GENERAL PARTNER

     By:                           By:  /s/ Richard J. Perry, Jr.
     Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
     Title: [SIG_POSITION1]        Title: Manager

Page 62 of 82

    63

                                   Schedule A

                     NAMES AND ADDRESSES FOR COMMUNICATIONS

Prime Dealer Services Corp.

          1221 Avenue of the Americas
          New York, NY 10020

          Attention:     Ms. Kathleen Mooney, Vice President

          Tel.:               (212) 762-5101
          Fax:           (212) 762-9519

Financial Institution Partners, L.P.

          1824 Jefferson Place, NW
          Washington, DC 20036

          Attention: Jeffrey Kashdin

          Tel.:     (202) 822-8117
          Fax:      (202) 822-8365

                                   Schedule B

                    DEFINED TERMS AND SUPPLEMENTAL PROVISIONS

Cutoff Time(s)

                                    ANNEX II

Supplemental Terms and Conditions

The  following  Supplemental Terms and Conditions (the "Supplement")  supplement
and  amend the Master Securities Loan Agreement (the "Agreement") dated  between
Prime Dealer Services Corp. and :

1.    The  phrase "and for any other obligation of Borrower to Lender" shall  be
deleted  from  the  first sentence of Section 3.2 of the  Agreement.  The  words
"securities   intermediary"  shall  be  inserted  after  the  words   "financial
intermediary" in the last sentence of Section 3.2.

2.    The term "substituted Collateral" in first sentence of Section 3.5 of  the
Agreement  after  the phrases "provided however that such"  and  "the  aggregate
market  value  of  such", shall be changed to "substitute  Collateral"  in  both
instances, and the phrase "(or other Collateral acceptable to Lender)" shall  be
inserted  after the words "substitute letter of credit" in the last sentence  of
such Section.

3.    The  phrase  "market or" shall be inserted after the words "based  on  the
aggregate" in first sentence of Section 4.1 of the Agreement and the phrase  "as
agreed"  shall be inserted after the words "par value" in the first sentence  of
such Section.

4.    The word "such" shall be inserted after the phrase "by the transfer of" in
the  first sentence of Section 7.2 of the Agreement and the phrase "in an amount
equal  to  such cash distribution," shall be deleted from the first sentence  of
such Section.

5.    The word "such" shall be inserted after the phrase "by the transfer of" in
second  sentence of Section 7.3 of the Agreement and the phrase, "in  an  amount
equal  to such cash distribution," shall be deleted from the second sentence  of
such Section.

6.    The sentence "Non-cash distributions received by Lender shall be added  to
the  Collateral on the date of distribution and shall be considered such for all
purposes,  except  that  if  the  Loan has terminated,  Lender  shall  forthwith
transfer the same to Borrower," shall be inserted at the end of Section  7.3  of
the Agreement.

7.   The phrase "Subject to Section 7.4 (d)," shall be inserted at the beginning
of Section 9.3 of the Agreement.

8.    The  phrase "and such suspension or expulsion shall have a material effect
on  such parties' ability to perform hereunder" shall be inserted at the end  of
Section 11(f) of the Agreement.

9.   Unless otherwise agreed, the Margin Percentage shall be as follows:
(a)US and Canadian exchange traded equity securities:                      100%
(b)Non-US and Non-Canadian exchange traded equity securities:              100%
(c)  All fixed income securities:                                          100%

10.  When Borrower gives other than cash Collateral, Fees shall be calculated in
accordance  with Section 4, except that Fees shall be based on the Market  Value
of  Loaned  Securities plus accrued and unpaid interest to  the  extent  accrued
interest is not included in the market value of the Loaned Securities.

11.  The  second sentence in Section 5 ("Termination of Loan") is hereby deleted
     and restated as follows:

      "The  termination date established by a termination notice given by Lender
to  Borrower  shall be a date no earlier than the standard settlement  date  for
trades  of the Loaned Securities entered into on the date of such notice,  which
date shall, unless Borrower and Lender agree to the contrary, be (i) in the case
of  Government Securities, the next Business Day following such notice and  (ii)
in the case of all other securities, the number of Business Days in the standard
securities settlement cycle in the United States as defined in Rule 15c6-1 under
the  Securities  Exchange  Act of 1934 (currently  three  days)  following  such
notice."

12.  THIS SUPPLEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF  THE  STATE  OF  NEW  YORK WITHOUT GIVING EFFECT  TO  THE  CONFLICT  OF  LAWS
PRINCIPLES THEREOF.

Except  as otherwise set forth herein, the Agreement shall remain unchanged  and
in  full force and effect. From and after the date hereof, any reference to  the
Agreement shall be a reference to the Agreement as amended hereby.

Prime Dealer Services         FINANCIAL INSTITUTION
Corp.                              PARTNERS, L.P.
                                        BY: HOVDE CAPITAL IV, LLC,
                                   GENERAL PARTNER

By:                           By:  /s/ Richard J. Perry, Jr.
Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
Title: [SIG_POSITION1]        Title: Manager

Page 63 of 82

    64
                                    ANNEX III

                        Supplemental Terms and Conditions

     The   following   Supplemental  Terms  and  Conditions  (the  "Supplement")
supplement  and  amend  the Master Securities Loan Agreement  (the  "Agreement")
dated  as  of   between Prime Dealer Services Corp. ("Lender") and  ("Borrower")
unless  otherwise defined in Section 11.1 below, capitalized terms  used  herein
shall have the meanings assigned in the Agreement.

1.   Collateral and Mark to Market.

      1.1   Notwithstanding  anything  to the  contrary  in  the  Agreement,  in
connection with any Loan in which Lender is not a Customer, Borrower and  Lender
may  agree,  as provided in Section 10.2 hereof, that the market  value  of  the
Collateral, if any, transferred by Borrower to Lender, upon initial transfer and
for  purposes of any mark to market or similar provision of the Agreement, shall
be  equal to a percentage of the market value of the Loaned Securities  that  is
less  than 100%; provided, however, that in the event that the writing or  other
confirmation  evidencing such agreement does not set out  such  percentage  with
respect to any such Loan, such percentage shall not, for purposes of any mark to
market  or similar provision of the Agreement, be less than the percentage  that
is  obtained by dividing (i) the market value of the Collateral required  to  be
transferred  by Borrower to Lender with respect to such Loan at the commencement
of  the  Loan by (ii) the market value of the Loaned Securities required  to  be
transferred by Lender to Borrower at the commencement of the Loan.

     1.2   The Collateral transferred by Borrower to Lender under the Agreement,
as  well  as  any  other property transferred by Borrower to Lender  or  any  of
Lender's  Affiliates  as security for any other obligations  or  liabilities  of
Borrower to Lender or any of Lender's Affiliates, shall be security for any  and
all  obligations or liabilities of Borrower with respect to the  Agreement,  for
any  Loan  and  for  any other agreement or transaction between  Lender  or  any
Affiliate of Lender and Borrower, now existing or hereafter arising.

2.   Permitted Purpose.

     2.1   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect  to  any Loan of an Equity Security, Borrower and Lender may  agree,  as
provided in Section 10.2 hereof, that Borrower shall not be deemed to have  made
any  representation  or  warranty  to Lender regarding  the  purpose  for  which
Borrower  is  borrowing  or will borrow the Loaned Security,  including  without
limitation  any  representation or warranty regarding  the  use  of  the  Loaned
Security  by it (or the person to whom it relends the Loaned Security)  for  the
purpose of making delivery of such security in the case of a short sale, failure
to  receive securities required to be delivered or otherwise.  By entering  into
any such agreement, Lender shall be deemed to have represented and warranted  to
Borrower  (which representation and warranty shall be deemed to be  repeated  on
each  day  during the term of such Loan) that Lender is either (i) an  "exempted
borrower"  within  the meaning of Regulation T or (ii) a member  of  a  national
securities  exchange or a broker or dealer registered with  the  Securities  and
Exchange Commission that is entering into such Loan to finance its activities as
a market maker or an underwriter.

     2.2   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect to any Loan of a security that is not an Equity Security, Borrower shall
not  be  deemed to have made any representation or warranty to Lender  regarding
the  purpose for which Borrower is borrowing or will borrow the Loaned Security,
including without limitation any representation or warranty regarding the use of
the Loaned Security by it (or the person to whom it relends the Loaned Security)
for the purpose of making delivery of such security in the case of a short sale,
failure to receive securities required to be delivered or otherwise.

3.    Termination and Rights in Respect of Collateral.  Notwithstanding anything
to  the  contrary  in the Agreement, if under the Agreement Lender  may  pledge,
repledge,  hypothecate, rehypothecate, lend, relend, sell or otherwise  transfer
the Collateral, or re-register Collateral evidenced by physical certificates  in
any name other than Borrower's:

(c)  Borrower may not terminate a Loan, if the Collateral for such Loan includes
securities  other  than  Government Securities, except  on  a  termination  date
established  by  notice  given to Lender prior to the close  of  business  on  a
Business  Day; the date established by such termination notice given by Borrower
to  Lender  shall  be  a date no earlier than the standard settlement  date  for
trades  of  such Collateral entered into on the date of such notice, which  date
shall,  unless Borrower and Lender agree to the contrary, be the third  Business
Day following such notice; and
(d)  Borrower waives the right to vote, or to provide any consent or take any
similar action with respect to, any Collateral in the event that the record date
or deadline for such vote, consent or other action falls during the term of a
Loan and such Collateral is not required to be returned to Borrower pursuant to
any substitution, mark to market or similar provision of the Agreement.

4.   Dividends, Distributions, Etc.

      4.1   Notwithstanding anything to the contrary in the Agreement,  Borrower
shall  be  entitled  to  receive all distributions made  on  or  in  respect  of
Collateral  transferred to Lender which are not otherwise received by  Borrower,
to  the  full  extent it would be so entitled if such Collateral  had  not  been
transferred  to  Lender, including, but not limited to (a) cash  and  all  other
property, (b) stock dividends, (c) securities received as a result of split  ups
of  such Collateral and distributions in respect thereof, (d) interest payments,
and (e) all rights to purchase additional securities.

      4.2   Any  cash  distributions made on or in respect of Collateral,  which
Borrower is entitled to receive pursuant to Section 4.1 hereof, shall be treated
in  accordance  with the Agreement.  Non-cash distributions received  by  Lender
shall  be  added  to  the Collateral on the date of distribution  and  shall  be
considered  such  for  all purposes, except that if each Loan  secured  by  such
Collateral has terminated, Lender shall forthwith transfer the same to Borrower.

5.    Transfer.  Notwithstanding anything to the contrary in the Agreement,  all
transfers  by  either  Borrower  or Lender of Loaned  Securities  or  Collateral
consisting  of  "financial assets" (within the meaning of the New  York  Uniform
Commercial  Code)  thereunder  shall be by  (a)  in  the  case  of  certificated
securities,  physical  delivery  of certificates  representing  such  securities
together with duly executed stock and bond transfer powers, as the case may  be,
with  signatures  guaranteed by a bank or a member firm of the  New  York  Stock
Exchange,  Inc.,  (b)  registration  of  an  uncertificated  security   in   the
transferee's  name  by  the  issuer  of such uncertificated  security,  (c)  the
crediting  by  a  securities  intermediary  of  such  financial  assets  to  the
transferee's securities account maintained with such securities intermediary, or
(d)  such  other means as Borrower and Lender may agree.  For the  avoidance  of
doubt, the parties agree and acknowledge that the term "securities", as used  in
the Agreement and herein, shall include any "security entitlements" with respect
to such securities (within the meaning of the New York Uniform Commercial Code),
and  that the terms "financial intermediary" and "clearing corporation", as used
in  the Agreement, shall mean a "securities intermediary" (within the meaning of
the New York Uniform Commercial Code).

6.    Representations and Warranties.  Each of the parties hereto (and,  in  the
case  of  a party acting as agent in accordance with the terms of the Agreement,
each  of its principals) represents and warrants that (a) it has full power  and
authority  to  execute and deliver this Supplement and to enter  into  any  Loan
contemplated  by  the  Agreement and to perform its obligations  thereunder,  as
supplemented  or  amended  herein; (b) it has  taken  all  necessary  action  to
authorize  such  execution, delivery and performance; and  (c)  this  Supplement
constitutes  a  legal, valid and binding obligation, enforceable against  it  in
accordance with its terms and the terms of the Agreement.

8.   Events of Default.

      7.1  In addition to any events of default set forth in the Agreement,  the
occurrence of one or more of the following shall constitute an event of  default
under the Agreement:

(i)  if either party fails to perform any covenant or obligation required to  be
performed  by  it  hereunder or if any representation made by  either  party  in
respect  hereof shall be incorrect or untrue in any material respect during  the
term  of  any  Loan  under  the Agreement, as supplemented  or  amended  herein;
provided,  however,  that to the extent that Section 4  hereof  supplements  and
amends  any  provisions  in the Agreement governing the rights  of  Borrower  in
respect of distributions on Collateral, any such failure under Section 4  hereof
shall  constitute an event of default only after the expiration  of  the  notice
period, if any, specified in the Agreement with respect to the occurrence of  an
event of default for such a failure; or
(ii) (ii) if Borrower defaults or fails to perform with respect to any
indebtedness to Lender or any Affiliate of Lender or any other agreement or
transaction between Lender or any Affiliate of Lender and Borrower, now or
hereafter arising.

     7.2       In addition to the remedies in events of default set forth in the
Agreement,  an  event  of default with respect to Borrower under  the  Agreement
shall  constitute  an  event of default (howsoever described)  under  all  other
agreements  and  transactions  between Lender or any  Affiliate  of  Lender  and
Borrower and, upon any event of default with respect to Borrower, Lender and any
Affiliate of Lender shall be entitled to:

(iii)     cancel and otherwise liquidate and close out any transaction under any
other  agreement or transaction between Lender or any Affiliate  of  Lender  and
Borrower  without  prior  notice  to Borrower  or  any  other  party,  whereupon
Borrower,  as  the  case may be, shall be liable to Lender or the  Affiliate  of
Lender,  as  the case may be, for any resulting loss, damage, cost and  expense,
including  loss  equal to the amount Lender or the Affiliate of Lender,  as  the
case  may  be, would have to pay to enter into replacement transactions (whether
or  not  Lender or the Affiliate of Lender, as the case may be, enters into  any
such  replacement  transactions) and any damages  resulting  to  Lender  or  any
Affiliate  of  Lender from entering into or terminating hedge transactions  with
respect thereto; and
(iv) set off any obligation under any transaction under any agreement between
Lender or any Affiliate of Lender and Borrower (including any Loan under this
Agreement), including any payment or delivery obligation, of Lender or the
Affiliate of Lender, as the case may be, to Borrower against any obligation
under any transaction under any agreement between Lender and Borrower (including
any Loan under this Agreement), including any payment or delivery obligation, of
Borrower to Lender or the Affiliate of Lender, as the case may be.

8.    Transfer Taxes.  Unless otherwise agreed, all transfer taxes with  respect
to  the  transfer of Collateral by Borrower to Lender and by Lender to  Borrower
upon termination of the Loan or pursuant to any substitution, mark to market  or
similar provision of the Agreement shall be paid by Borrower.

9.    APPLICABLE  LAW.   THIS  SUPPLEMENT SHALL BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

Page 64 of 82

    65

10.  Definitions and Interpretations.

10.2  Notwithstanding anything to the contrary in the Agreement,  the  following
terms shall have the following meanings for purposes of this Supplement.

      "Affiliate"  shall  mean,  in  relation to  any  person,  (i)  any  entity
controlled,  directly  or  indirectly, by  the  person;  (ii)  any  entity  that
controls,  directly or indirectly, the person; or (iii) any entity  directly  or
indirectly  under  common  control  with  the  person.   For  purposes  of  this
definition,  "control" of any entity or person means ownership of a majority  of
the voting power of the entity or person.

"Collateral" shall have the meaning specified in the Agreement, except that,  if
any  new  or  different  security  shall be  exchanged  for  any  Collateral  by
recapitalization, merger, consolidation or other corporate action, such  new  or
different  security  shall, effective upon such exchange, be  deemed  to  become
Collateral in substitution for the former Collateral for which such exchange  is
made.

"Customer" shall mean any person that is a customer of Borrower under Rule 15c3-
3  under the Exchange Act or any comparable regulation of the Secretary  of  the
Treasury  under Section 15C of the Exchange Act (to the extent that Borrower  is
subject to such rule or comparable regulation).

"Equity Security" shall mean any security other than a "non-equity security", as
defined in Regulation T.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Government Securities" shall mean "government securities" as defined in Section
3(a)(42)(A)-(C) of the Exchange Act.

"Plan" shall mean (i) any "employee benefit plan" as defined in Section 3(3)  of
the  Employee Retirement Income Security Act of 1974 which is subject to Part  4
of  Subtitle  B  of Title I of such Act; (ii) any "plan" as defined  in  Section
4975(e)(1) of the Internal Revenue Code of 1986; or (iii) any entity the  assets
of  which are deemed to be assets of any such "employee benefit plan" or  "plan"
by  reason of the Department of Labor's plan asset regulation, 29 C.F.R. Section
2510.3-101.

"Regulation T" shall mean Regulation T of the Board of Governors of the  Federal
Reserve System, as in effect from time to time.

          10.2      Any agreement between the parties pursuant to Section 1.1 or
Section 2.1 shall be made (i) in writing, (ii) orally, if confirmed promptly  in
writing  or  through  any system that compares Loans and in which  Borrower  and
Lender  are participants, or (iii) in such other manner as may be agreed by  the
parties in writing.

      11.       Notwithstanding anything contained in the Agreement, Lender  and
Borrower  agree that in effecting Loans transfers between Lender's  Account  and
Borrower's  Account are intended to be, and shall be deemed to be, simultaneous.
Notwithstanding  the  foregoing, if Lender has  failed  to  deliver  the  Loaned
Securities  to  Borrower's  Account  or  Borrower  has  failed  to  deliver  the
Collateral to Lender's Account by the applicable Cutoff time for such Loan, then
no  Loan  shall have occurred and Borrower (in the case of Lender's  failure  to
deliver)  or Lender (in the case of Borrower's failure to deliver),  shall  have
the  absolute right to the return of the Collateral or Loaned Securities, as the
case  may  be.   Until such Collateral or Loaned Securities are  redelivered  to
either  Borrower (in the case of Lender's failure to deliver) or Lender (in  the
case  of  Borrower's failure to deliver), the party that failed to deliver  such
Collateral  or  Loaned Securities shall hold such securities in escrow  for  the
other  party  and shall be required to pay to such party interest based  on  the
market value of the Collateral or Loaned Securities, as the case may be, (i)  in
the  case of foreign securities, at the LIBOR rate and (ii) in the case  of  any
other  securities, at the Federal Funds Rate, for each day that such  redelivery
obligation  remains  outstanding.   For  purposes  of  this  Paragraph  11,  the
following terms shall have the following meanings:

"Lender's  Account" shall mean the account maintained by Lender for the  deposit
of Collateral with respect to each Loan and, for such purposes, Lender's Account
shall be deemed to be a "securities account" within the meaning of the New  York
Uniform Commercial Code.  For purposes of this Amendment, Lender's Account shall
include any account for the deposit of cash in connection therewith.

"Borrower's  Account"  shall mean the account maintained  by  Borrower  for  the
deposit  of Loaned Securities with respect to each Loan and, for such  purposes,
Borrower's  Account  shall  be deemed to be a "securities  account"  within  the
meaning  of  the  New  York  Uniform Commercial  Code.   For  purposes  of  this
Amendment, Borrower's Account shall include any account for the deposit of  cash
in connection therewith.

           Except  as  otherwise  set forth herein, the Agreement  shall  remain
unmodified  and in full force and effect.  From and after the date  hereof,  any
reference to the Agreement shall be a reference to the Agreement as supplemented
and amended hereby.

Prime Dealer Services         FINANCIAL INSTITUTION
Corp.                              PARTNERS, L.P.
                                   BY: HOVDE CAPITAL IV, LLC,
                                   GENERAL PARTNER

By:                           By:  /s/ Richard J. Perry, Jr.
Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
Title: [SIG_POSITION1]        Title: Manager

Page 65 of 82

    66
                                                                       EXHIBIT M

Account  Control  Agreement,  dated  as  of  ,  among  Morgan  Stanley  &   Co.,
Incorporated  ("MS&Co."), Prime Dealer Services Corp. ("PDS") and  ("Customer").
Unless  otherwise defined herein, capitalized terms used herein shall  have  the
meanings  assigned in the Master Securities Loan Agreement dated   (the  "Master
Securities Loan Agreement").

PREAMBLE:

1.    MS&Co.,  in  its capacity as securities intermediary ("Intermediary")  has
established one or more securities accounts in the name of   (the "Account").

2.    PDS  may, from time to time, lend securities to Customer pursuant  to  the
Master Securities Loan Agreement.

3.    Customer  wishes to provide for the Account and all or a  portion  of  the
assets credited to the Account (the "Additional Collateral"), in addition to any
other  Collateral  transferred by Customer to PDS, to  serve  as  Collateral  in
connection  with  one  or  more  Loans or other  obligations  under  the  Master
Securities Loan Agreement.

4.    PDS,  Customer and MS&Co. (in its individual capacity and as Intermediary)
are  entering  into this Agreement to provide for the control of the  Additional
Collateral by PDS and to perfect the security interest of PDS therein.

TERMS:

Section  1.   The Account.  All parties agree that the Account is a  "securities
account" within the meaning of Article 8 of the Uniform Commercial Code  of  the
State of New York (the "UCC") and that all property held by Intermediary in  the
Account  will  be treated as financial assets under the UCC.  Intermediary  will
not  agree  with  any  third party to comply with entitlement  orders  or  other
directions concerning the Collateral held in the Account originated by any third
party without the prior written consent of PDS and Customer.

Section 2.  Collateral.  Notwithstanding anything to the contrary in the  Master
Securities Loan Agreement, in addition to Collateral transferred by Customer  to
PDS pursuant to Section 16 of the Master Securities Loan Agreement and Section 5
of  Annex III thereto, Additional Collateral held by MS&Co. in the Account shall
constitute  Collateral  for  purposes of the Master Securities  Loan  Agreement,
subject  to  the  security  interest and all  other  rights  of  PDS  as  Lender
thereunder.   In  such event, notwithstanding anything to the  contrary  in  the
Master  Securities Loan Agreement, such Additional Collateral shall,  except  as
provided below in Section 7, be deemed to be "transferred" by Borrower to Lender
for  purposes  of  the  Master Securities Loan Agreement concurrently  with  the
transfer  of such other Collateral by Borrower to Lender and shall be deemed  to
be  "transferred"  by Lender to Borrower for purposes of the  Master  Securities
Loan Agreement concurrently with the transfer of such other Collateral by Lender
to Borrower.
Section 3.  Subordination of Lien.  The security interest in favor of PDS in the
Account and financial assets credited thereto is subject and subordinate to  the
prior payment of all indebtedness of Customer to Intermediary, as such may exist
from  time to time, including fees and commissions, and to any security interest
or lien in favor of Intermediary on the Account and to any right of Intermediary
to close out open positions in the Account.  In no event will PDS have any right
to  exercise  any  remedies in respect of the Account until  such  time  as  all
Customer's obligations to Intermediary have been satisfied in full.

Section 4.  Control.  Subject to the provisions of Section 3, Intermediary  will
comply with entitlement orders originated by PDS concerning the Account and  any
financial assets credited thereto without further consent by Customer.   Subject
to  the foregoing, Intermediary may also comply with entitlement orders or other
directions  concerning  the Account originated by Customer,  or  its  authorized
representatives,  until  such  time  as  PDS  delivers  a  written   notice   to
Intermediary that PDS is thereby exercising exclusive control over the  Account.
Such  notice  may  be  referred to herein as the "Notice of Exclusive  Control."
After  Intermediary  receives  the  Notice of  Exclusive  Control  and  has  had
reasonable  opportunity  to  comply, it will cease  complying  with  entitlement
orders or other directions concerning the Account originated by Customer or  its
representatives.

Section  5.  Amendment.  This Agreement may not be amended or otherwise modified
except in writing signed by all the parties hereto.

Section  6.   Choice  of Law. This Agreement (including without  limitation  all
rights  and  obligations with respect to the Account) shall be governed  by  and
construed in accordance with the law of the State of New York.

Section  7.   Interpretation.  Dividends and other distributions  on  Additional
Collateral  shall  be credited to the Account in accordance with  the  customary
practices of Intermediary, and PDS shall have no obligation with respect thereto
under  Section 7.3 of the Master Securities Loan Agreement and Sections 4.1  and
4.2 of Annex II thereto.

SIGNATURES:

PRIME DEALER SERVICES CORP.

By: ___________________

Name: [SIG_NAME1]

Title:

FINANCIAL INSTITUTION PARTNERS, L.P.
BY: HOVDE CAPITAL IV, LLC, GENERAL PARTNER

By:  /s/ Richard J. Perry, Jr.__
Name:  Richard J. Perry, Jr. [SIG
Title: Manager

MORGAN STANLEY & CO. INCORPORATED,
[INDIVIDUALLY AND AS INTERMEDIARY]

By:                      ________

Name: [SIG_NAME1]

Title:

Page 66 of 82

    67

                                                                       EXHIBIT N

                        MORGAN STANLEY & CO. INCORPORATED

                                OPTION AGREEMENT

The following sets forth our respective rights and obligations arising from your
handling,  purchasing,  selling,  assigning, exercising  and/or  endorsing  puts
and/or  calls, or variations thereof ("options"), for my account. In  connection
with such transactions for my account, I agree and represent as follows:

     1. I have received from you, have read and understand the brochure entitled
"Characteristics  and  Risks of Standardized Options" and/or  other  appropriate
Options  Disclosure  Documents  ("ODD"),  including  but  not  limited  to   the
information therein regarding position limits and exercise limits, the  purposes
and risks of transactions in options and the secondary market in options.
     2.  I  agree  to pay to you, as you direct, (a) all applicable  transaction
fees,  charges  and premiums, (b) the amount of any trading loss  that  you  may
incur  from options transactions executed by you on my behalf and (c) any  debit
balance owing with respect to my account(s), and interest and service charges on
any  such  debit balances at the rates then charged by you, together  with  your
costs  and  reasonable  attorney's fees incurred in collecting  any  such  debit
balance.
     3.  In  effecting options transactions through you, I am aware of and agree
to  be  bound  by  the  rules of The Options Clearing Corporation  ("OCC"),  the
Securities  and  Exchange  Commission,  the  various  securities  exchanges  and
securities associations, the Board of Governors of the Federal Reserve Board and
other  securities self regulatory organizations having jurisdiction over options
transactions.  Without limiting the foregoing, I agree not  to  violate,  either
acting by myself (through you as broker or otherwise) or in concert with others,
directly  or  indirectly,  the  rules of such organizations  regarding  position
limits and/or exercise limits. I further expressly authorize you to
liquidate  any  of  my options positions without notice to  me  and  without  my
consent,  in  your sole and absolute discretion, if and when my  open  positions
exceed applicable position limits so as to reduce such open positions to a level
that  is  in  compliance with such limits or if I fail  to  fulfill  any  of  my
obligations hereunder or under any other agreement with you. I will bear and  be
solely  responsible  for  any  losses  associated  with  such  a  reduction   or
liquidation.
     4.  I agree that you shall not be liable for delays in the transmission  of
orders  or  instructions  due  to the breakdown or failure  of  transmission  or
communication  facilities or any other cause beyond your control, including  any
mistake,  error,  negligence or misconduct of a securities exchange,  securities
association or clearing house or their officers, directors, employees or agents.
     5.  (a)  I  understand  that I am fully responsible for  taking  action  to
exercise  my  option contracts. I hereby agree to waive any and all  claims  for
damages  or  loss,  which I might have against you because  an  option  was  not
exercised.  I  understand that my options will become  worthless  if  I  do  not
deliver  instructions  to exercise by your established exercise  cut-off  times,
which may be different than exercise cut-off times established by the exchanges,
markets  and clearing houses. I am aware that the OCC has established thresholds
for equity and index option contracts whereby all expiring contracts at or above
the  appropriate  threshold will be automatically exercised unless  you,  at  my
direction, instruct the OCC otherwise.
     (b)  I  understand  that  you  randomly  assign  exercise  notices  to  all
customers.  All  American-style (an option that may be exercised  at  any  time)
short  option  positions  are  subject to  assignment  at  any  time,  including
positions  established  on  the  same day that  exercises  are  assigned,  while
European-style  (an  option that may be exercised only on a  specified  exercise
date)  short  option positions are only subject to assignment  upon  expiration.
Exercise  assignment  notices are allocated randomly  from  among  all  of  your
customers'  short  option  positions, which are  subject  to  exercise.  A  more
detailed description of Morgan Stanley & Co. Incorporated's Random Method for
allocating assignment notices is available from your account representative upon
request.
     6.  I represent and warrant to you that (i) options trading is suitable for
me  in light of my investment objectives, financial situation, needs, experience
and  knowledge,  (ii)  I am aware and acknowledge that options  trading  may  be
highly  speculative  and  involves  a high degree  of  risk  (including  without
limitation  the  risks described in the ODD) and that on certain  trading  days,
trading  may  cease with a resultant financial disadvantage to me,  (iii)  I  am
willing  and  able to evaluate, carry and bear the financial risks attendant  to
options  trading,  and  (iv)  I  understand that  you  are  relying  upon  these
representations  and warranties and the financial and other information  that  I
have  provided  or  will  provide to you. I will  promptly  notify  you  of  any
significant  changes  that  take  place in any  information  furnished  to  you,
including my investment objectives, financial situation and/or needs,  prior  to
effecting any additional opening purchase or sale transactions.
     7.  CHOICE  OF  DISPUTE RESOLUTION. ANY DISPUTE THAT I MAY  HAVE  WITH  YOU
ARISING  OUT  OF,  RELATING  TO  OR  IN  CONNECTION  WITH,  YOUR  BUSINESS,  ANY
TRANSACTION BETWEEN US, OR THIS AGREEMENT, SHALL BE DETERMINED BY ARBITRATION OR
LITIGATION  IN COURT AT MY ELECTION. REGARDLESS OF WHETHER I CHOOSE  ARBITRATION
OR LITIGATION, WE AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS,
LISTED BELOW:
     8. ARBITRATION:
- -    ARBITRATION IS FINAL AND BINDING ON THE PARTIES.
- -     THE  PARTIES ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,  INCLUDING
THE RIGHT TO A JURY TRIAL.
- -    PRE-ARBITRATION DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT FROM
COURT PROCEEDINGS.
- -    THE ARBITRATORS' AWARD IS NOT REQUIRED TO INCLUDE FACTUAL FINDINGS OR LEGAL
REASONING AND ANY PARTY'S RIGHT TO
APPEAL  OR  TO  SEEK  MODIFICATION OF RULINGS BY THE ARBITRATORS  IS  ST  RICTLY
LIMITED.
- -     THE  PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS
WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY.
     ANY ARBITRATION SHALL BE CONDUCTED IN NEW YORK AND ONLY BEFORE THE NEW YORK
STOCK   EXCHANGE,  INC.,  THE  AMERICAN  STOCK  EXCHANGE,  INC.,  THE   NATIONAL
ASSOCIATION   OF   SECURITIES  DEALERS,  INC.,  OR  ANY  OTHER   SELF-REGULATORY
ORGANIZATION  OF WHICH YOU ARE A MEMBER. I HAVE THE RIGHT TO ELECT  ONE  OF  THE
FOREGOING ORGANIZATIONS, BUT IF I FAIL TO MAKE SUCH ELECTION BY CERTIFIED LETTER
ADDRESSED  TO  YOU AT YOUR MAIN OFFICE BEFORE THE EXPIRATION OF TEN  DAYS  AFTER
RECEIPT  OF A WRITTEN REQUEST FROM YOU TO MAKE SUCH ELECTION THEN YOU  MAY  MAKE
SUCH ELECTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT BY YOU TO
AN  AWARD OF PUNITIVE DAMAGES. THE AWARD OF THE ARBITRATORS, OR THE MAJORITY  OF
THEM, SHALL BE FINAL, AND JUDGMENT UPON THE AWARD RENDERED MAY BE ENTERED IN ANY
COURT, STATE OR FEDERAL, HAVING JURISDICTION.
     NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,
NOR SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINST ANY PERSON WHO
HAS  INITIATED IN COURT A PUTATIVE CLASS ACTION; WHO IS A MEMBER OF  A  PUTATIVE
CLASS  WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT TO ANY CLAIMS ENCOMPASSED
BY THE PUTATIVE CLASS ACTION UNTIL:
     (i) THE CLASS CERTIFICATION IS DENIED;
     (ii) THE CLASS IS DECERTIFIED; OR
     (iii)  THE  CUSTOMER  IS  EXCLUDED  FROM  THE  CLASS  BY  THE  COURT.  SUCH
FORBEARANCE TO ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE  A  WAIVER
OR ANY RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.
     9.  LITIGATION IN COURT. (A) UNLESS THE PARTIES OTHERWISE AGREE IN  WRITING
WHEN  ANY DISPUTE ARISES, ANY LITIGATION MUST BE INSTITUTED IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR THE SUPREME COURT OF THE
STATE  OF  NEW YORK FOR THE COUNTY OF NEW YORK. (B) ANY RIGHT TO TRIAL  BY  JURY
WITH  RESPECT  TO  ANY CLAIM OR ACTION IS HEREBY WAIVED BY ALL PARTIES  TO  THIS
AGREEMENT.
     10.  THIS  AGREEMENT, ITS ENFORCEMENT, AND ANY DISPUTE BETWEEN US,  WHETHER
ARISING OUT OF OR RELATING TO MY ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE
LAW  OF  THE  STATE OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW  RULES;  and  its
provisions  shall  be continuous, shall cover individually and collectively  all
accounts which I may open or reopen with you, and shall inure to the benefit  of
your  present organization and any successor organization, irrespective  of  any
change  or  changes  at  any  time  in  the personnel  thereof,  for  any  cause
whatsoever,  and  of the assigns of your present organization or  any  successor
organization,  and  shall  be  binding upon me,  and/or  my  estate,  executors,
administrators, trustees, agents, officers, directors and assigns.
NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE IN PARAGRAPHS 7
AND 8.

Page 67 of 82

    68

                                                                       EXHIBIT O
Morgan Stanley

                              CUSTOMER PRIME BROKER
                                ACCOUNT AGREEMENT

Ladies and Gentlemen:

In  consideration of Morgan Stanley from time to time accepting  an  account  or
receiving  holding  or delivering any property of the undersigned,  or  entering
into  any  Contract  with the undersigned, the undersigned  agrees  with  Morgan
Stanley to the following:

1. DEFINITIONS

"Agreement"  means  this  document  along with  all  executed  annexes  to  this
document.

"Contract"  means  any  contract or agreement between  Morgan  Stanley  and  the
undersigned, including securities purchase or sale contracts, agreements to lend
cash  or  securities,  commodity  and  currency  contracts,  forward  contracts,
repurchase  agreements,  swap agreements or any other  derivative  or  financial
transaction, without regard to the form of such agreement which may include oral
agreements or agreements confirmed or signed by only one party to the  agreement
and  agreements  entered  into or signed by Morgan  Stanley  on  behalf  of  the
undersigned.

"Collateral"  means  cash,  securities,  commodities,  other  financial  assets,
investment  property  and  other  property and assets  (including  all  security
entitlements in respect thereof, all income and profits thereon, all  dividends,
interest  and  other  payments and distributions with respect  thereto  and  all
proceeds from any of the foregoing) which from time to time may be deposited  or
credited  to  any  account of the undersigned with Morgan Stanley,  be  held  or
carried by Morgan Stanley for the undersigned, be due from Morgan Stanley to the
undersigned, or be delivered to or in Morgan Stanley's possession or control for
any purpose, including safekeeping.

"Morgan  Stanley"  and  the  "Morgan Stanley  Entities"  mean,  individually  or
collectively,  as appropriate, Morgan Stanley & Co. Incorporated, MS  Securities
Services Inc., Morgan Stanley & Co. International Limited, Prime Dealer Services
Corp.,  Morgan Stanley Securities Limited, Morgan Stanley Japan Limited,  Morgan
Stanley Asia Limited, Morgan Stanley GMBH, Morgan Stanley Market Products  Inc.,
Morgan  Stanley Capital Group Inc., Morgan Stanley Capital Services Inc., Morgan
Stanley DW Inc., Morgan Stanley, MSDW Asia Securities Products LLC, MSDW  Equity
Finance  Services  (Cayman) Ltd., Morgan Stanley Financial Products  Ltd.,  MSDW
Markets Inc. and their respective successors, parents, subsidiaries, affiliates,
divisions, officers, directors, agents and employees.

"Obligation" means any obligation or liability of a party arising at  any  time,
whether  or not mature or contingent, related to the purchase, sale or  loan  of
securities,  currencies or other instrument, property or assets or under  or  in
connection with this Agreement or any Contract, including any payment, repayment
or delivery obligation, any obligation relating to any extension of credit or to
pay damages (including costs of cover) and legal and other expenses incurred  in
connection with the enforcement of any Contract.

"Prime  Brokerage  Regulations"  means  the  requirements  applicable  to  prime
brokerage  activities  set out in the no-action letter  of  the  Securities  and
Exchange  Commission  ("SEC") dated January 25, 1994,  as  such  letter  may  be
amended,  modified or supplemented from time to time, regarding the  performance
of  prime brokerage services, and any other relevant regulations of the  SEC  or
other governmental authorities or self-regulatory organizations.

"Undersigned"  means  each  of the individuals or entities,  other  than  Morgan
Stanley, that is a party to this Agreement.

2. APPLICABLE RULES AND REGULATIONS. All transactions under this Agreement shall
be  subject  to  the rules and regulations of all U.S. and, if applicable,  non-
U.S.,   federal,  state  and  local  governmental  authorities,  self-regulatory
organizations,  markets and clearing corporations including but not  limited  to
the  Securities & Exchange Commission ("SEC"), New York Stock Exchange  ("NYSE")
or National Association of Securities Dealers ("NASD").

3.  SHORT  AND  LONG SALES. The undersigned agrees that when  placing  any  sell
order,  the undersigned will appropriately designate it as "long" or as "short."
The  undersigned  will designate a sale as "long" only if the  securities  being
sold are securities then owned by the undersigned and such securities are either
in  the  undersigned's account at Morgan Stanley or will be delivered to  Morgan
Stanley  as  soon  as  it is possible to do so, without undue  inconvenience  or
expense to Morgan Stanley.

4.  COMPLIANCE  WITH  PRIME BROKERAGE REGULATORY REQUIREMENTS.  The  undersigned
hereby acknowledges that it is familiar with the Prime Brokerage Regulations and
with  the  related  provisions  in  Section 5  of  this  Agreement,  and  hereby
undertakes  to comply with the Prime Brokerage Regulations as in effect  at  any
time  and  with  the related provisions of this Agreement. The undersigned  will
inform  Morgan  Stanley promptly if this undertaking is not  satisfied.  Without
limiting  the  foregoing, the undersigned agrees that it shall maintain  in  its
account  with  Morgan  Stanley at all times a minimum net  equity  in  cash  and
securities as agreed upon, but in no event less than that required by the  Prime
Brokerage  Regulations. The undersigned further agrees that, in  the  event  its
account  falls  below this minimum net equity, it shall bring its  account  into
compliance in accordance with the Prime Brokerage Regulations.

5.  MORGAN  STANLEY  AS PRIME BROKER. In connection with any transactions  where
Morgan Stanley acts as the undersigned's prime broker:

(a)  The undersigned maintains brokerage accounts with a number of other brokers
("Executing  Brokers") and, from time to time, will place orders to be  executed
by  one or more Executing Brokers. The undersigned agrees to give Morgan Stanley
notice  of the names of all Executing Brokers with whom the undersigned  intends
to  place orders (which Executing Brokers must be acceptable to Morgan Stanley).
Morgan Stanley is authorized to enter into a Prime Brokerage Agreement with  all
current  or future Executing Brokers, to set up an account for the undersigned's
benefit  at  any  Executing  Broker and to provide  or  obtain  any  information
necessary  to  establish  or  maintain  a  prime  brokerage  relationship.   The
undersigned  acknowledges that no order need be accepted by  Morgan  Stanley  as
prime broker from any Executing Broker with which Morgan Stanley has not entered
into a "Prime Brokerage Agreement" with respect to the undersigned's account  at
Morgan Stanley. Further, Morgan Stanley reserves the right at any time to  place
a  limit on the size of transactions executed by any Executing Broker which  are
to  be  settled and cleared by Morgan Stanley as a prime broker. The undersigned
will use its best efforts to assure that such Executing Brokers comply with  the
terms  set  forth in the Prime Brokerage Agreement. The undersigned acknowledges
that  as  between Morgan Stanley and any Executing Broker, the Executing  Broker
will  be  acting as an agent of the undersigned, not as Morgan Stanley's  agent,
for the purpose of carrying out the undersigned's directions with respect to the
purchase, sale and settlement of securities.

b)  The  undersigned or its representative will advise Morgan Stanley  on  trade
date of the details of all transactions effected by any Executing Broker on  the
undersigned's  behalf  (the  "Trade Data").  Morgan  Stanley  is  authorized  to
acknowledge,  affirm,  settle  and  clear  all  such  transactions.   All   such
transactions  shall  be  for the sole account and risk of  the  undersigned  and
Morgan Stanley shall have no responsibility or liability to the undersigned, any
Executing  Broker or any other third party. The undersigned agrees  to  pay  all
fees  agreed  upon and to make any necessary arrangements with  the  appropriate
Executing  Broker  concerning  the  payment of  any  such  fees,  including  the
deduction of any such amounts from commissions charged by the Executing Brokers.
The undersigned agrees that it is responsible, and liable to Morgan Stanley, and
will indemnify Morgan Stanley, for all costs, losses and fees (including but not
limited to those associated with buy-ins and sell-outs and those resulting  from
any  Executing Broker's inability to settle a transaction) arising  out  of  the
orders  placed by the undersigned with any Executing Broker or any action  taken
or  not  taken  by any Executing Broker with respect to the undersigned  or  its
transactions or accounts.

(c)  On the first business day following each transaction, Morgan Stanley  shall
send  to  the undersigned a notification of each trade placed with any Executing
Broker  based on information provided to Morgan Stanley by the undersigned.  Any
confirmations  of  trades or advices issued by Morgan Stanley  as  prime  broker
shall  indicate  the  name  of  the Executing  Broker  involved  and  the  other
information required by the Prime Brokerage Regulations. If the undersigned  has
instructed  the Executing Broker to send trade confirmations to the  undersigned
in  care of Morgan Stanley, Morgan Stanley agrees that the confirmations will be
available  to  the  undersigned without charge upon request to  Morgan  Stanley.
Reports  of the execution of orders and statement of accounts of the undersigned
shall be conclusive and binding if not objected to in writing (the former within
five days and the latter within ten days) after Morgan Stanley's transmittal  to
the  undersigned by mail, e-mail, facsimile, electronically or any other  agreed
means.  Communications  may  be  sent to the undersigned  at  the  undersigned's
address  of  record or in such other manner as the undersigned  may  hereinafter
provide in writing. All communications sent to such address whether by mail,  e-
mail,  facsimile, telegraph, messenger, electronic means or otherwise  shall  be
deemed given to the undersigned personally as of the date sent, whether actually
received or not.

Page 68 of 82

    69

(d)  The  undersigned understands that transactions will be  settled  by  Morgan
Stanley  only  if:  (i)  sufficient  funds  or  securities,  as  necessary,  are
maintained  in  an  account with Morgan Stanley or if the undersigned  has  made
other arrangements for settlement that are satisfactory to Morgan Stanley;  (ii)
the  undersigned  maintains, and has at the settlement of  the  transaction,  at
least the minimum net equity required by the Prime Brokerage Regulations in  its
account  with  Morgan Stanley and (iii) a condition does not  exist  that  would
require Morgan Stanley to disaffirm on a non-discretionary basis, as defined  in
the Securities Industry Association Form 150, paragraph 3. (e). Morgan Stanley's
customer account records may reflect transactions as settled as of the projected
settlement  date  (sometimes  referred to  as  contractual  settlement).  Morgan
Stanley does not guarantee settlement, however, and therefore reserves the right
to  reverse transaction settlement entries in the event of a settlement  failure
caused by events beyond Morgan Stanley's control.

(e) The undersigned agrees to comply with Morgan Stanley's requirements relating
to  short  sales, including the requirement that no short sale may  be  effected
through  an  Executing  Broker unless the undersigned has first  confirmed  with
Morgan Stanley that the securities are available for delivery. Such confirmation
does  not  guarantee  that  the securities will be  available  for  delivery  on
settlement date or that the securities will be available to support a short sale
for  any  particular period of time. Accordingly, the short  sale  may  fail  on
settlement  date  or the undersigned may be asked to cover  its  short  sale  at
anytime,  and  undersigned will be responsible for any  Obligations  that  arise
therefrom.

(f)  Morgan Stanley is authorized to try to resolve any unmatched trade  reports
received from any Executing Broker. However, the undersigned is responsible  for
the  ultimate resolution of these trades and reports. Morgan Stanley shall  have
no  responsibility  or  liability  with respect  to  trade  data  not  correctly
transmitted to it on a timely basis by any person or entity, including  but  not
limited to DTCC.

(g)  In  the event the undersigned's account falls below the minimum net  equity
required  by the Prime Brokerage Regulations, the undersigned authorizes  Morgan
Stanley  to  notify  promptly all its Executing Brokers of such  event.  If  the
undersigned  fails to bring such account into compliance with  the  minimum  net
equity,  the undersigned further agrees that Morgan Stanley may, without  notice
to  the  undersigned, disaffirm, DK or decline to affirm, clear and  settle  any
transaction effected by an Executing Broker on the undersigned's behalf.  Except
as  provided  in  the following paragraph, the undersigned understands  that  if
Morgan  Stanley  takes  such  action with respect  to  any  transaction  of  the
undersigned, Morgan Stanley shall do so for all transactions of the  undersigned
that   day.  In  any  such  case,  Morgan  Stanley  shall  send  a  cancellation
notification  to  the  undersigned  and the  undersigned  understands  that  the
undersigned must settle outstanding trades directly with the relevant  Executing
Broker  and authorizes Morgan Stanley to provide the Executing Broker  with  any
information necessary to settle such trades. The undersigned further agrees that
Morgan  Stanley  will  not  be bound to make any investigation  into  the  facts
surrounding  any  transaction to which the undersigned  is  a  party  and  that,
immediately  upon notice to the undersigned and, if required, to  the  Executing
Brokers, Morgan Stanley may cease acting as prime broker for the undersigned.

(h)  The undersigned hereby authorizes Morgan Stanley, if its account is managed
on  a  discretionary  basis by an SEC- or state-registered  investment  adviser,
money  manager or other person (an "Adviser"), to commingle its prime  brokerage
transactions  with  those of other accounts of its Adviser ("sub-accounts")  for
order  placement and clearance in bulk in accordance with other instructions  of
the Adviser. The undersigned understands that no part of any transaction may  be
allocated  to any sub-account where such sub-account's net equity is  below  the
minimum levels established by the Prime Brokerage Regulations and that, should a
such  a net equity deficiency occur in any such sub-account, Morgan Stanley must
disaffirm  the entire transaction. The undersigned agrees that, should  such  an
event occur, its Adviser may resubmit the bulk trade to the Executing Broker  so
as   to  exclude  those  securities  which  were  originally  allocated  to  the
undersigned's  sub-account  or, if permissible,  re-allocate  the  entire  prime
brokerage  transaction to other sub-accounts. The undersigned  understands  that
such  reallocation  must be communicated to Morgan Stanley within  any  required
deadlines.

6.  CURRENCY  CONTRACTS.  If  an authorized representative  of  the  undersigned
initials the box entitled "Additional Provisions Related to Currency Contracts",
which  appears at the end of this Agreement, the undersigned, from time to time,
may  enter  into spot and/or forward currency Contracts with Morgan  Stanley  in
connection  with  the  settlement  of  other  Contracts  or  otherwise  as   the
undersigned  shall direct. The undersigned acknowledges that Morgan  Stanley  is
under no obligation to enter into any currency Contracts with, or on behalf  of,
the   undersigned,  and  further  agrees  to  furnish  to  Morgan  Stanley  such
documentation  to  indicate  capacity  and  authority  as  Morgan  Stanley   may
reasonably  request  prior  to entering into any such Contracts.  Each  currency
Contract entered into under this Agreement shall constitute an "FX Transaction",
as  such  term  is  defined  in  the 1998 FX and  Currency  Option  Definitions,
including  Annex  A  thereto,  as  published  by  the  International  Swaps  and
Derivatives Association, Inc., EMTA, and The Foreign Exchange Committee (as  may
be  amended,  the "FX Definitions"), and shall be subject to the terms  in  this
Section  6  as well as those set forth in the "Additional Provisions Related  to
Currency  Contracts" box. Any confirmation, whether created by  an  exchange  of
telexes,  facsimiles, SWIFT messages, or electronic messages  on  an  electronic
messaging  or  matching  system,  between Morgan  Stanley  and  the  undersigned
relating  to  an  FX Transaction, whether or not it is expressed  to  be,  shall
constitute  a  confirmation  and,  unless Morgan  Stanley  and  the  undersigned
expressly  agree  otherwise, will be deemed to incorporate the  FX  Definitions.
Notwithstanding  the foregoing, Morgan Stanley shall have the right  to  convert
currencies  in  connection with the exercise of Morgan  Stanley's  rights  under
Section 8 below in such manner as it may determine.

7. SECURITY INTEREST AND LIEN. All Collateral shall be subject to a general lien
and a continuing first priority perfected security interest for the discharge of
all Obligations of the undersigned to Morgan Stanley, irrespective of whether or
not  Morgan  Stanley has made advances in connection with such  Collateral,  the
number  of  accounts the undersigned has with Morgan Stanley or which particular
Morgan  Stanley Entity holds such Collateral. The undersigned and Morgan Stanley
each  acknowledge  and  agree  that  each  Morgan  Stanley  Entity  which  holds
Collateral does so both for itself and also as an agent and bailee for all other
Morgan  Stanley  Entities which may be secured parties under any  Contract.  The
undersigned and Morgan Stanley agree that all Collateral held in or credited  to
any  account will be treated as financial assets under Article 8 of the  Uniform
Commercial Code as in effect in the State of New York (the "UCC") and  that  any
account maintained by the undersigned with any Morgan Stanley Entity shall be  a
securities  account  under Article 8 of the UCC. In the event  of  a  breach  or
default by the undersigned, Morgan Stanley shall have in addition to the  rights
and remedies provided in this Agreement, all rights and remedies available to  a
secured  creditor  under the UCC and any other applicable  law.  All  Collateral
delivered  to Morgan Stanley shall be free and clear of all prior liens,  claims
and  encumbrances  and  the  undersigned will not cause  or  allow  any  of  the
Collateral  to  be  subject  to  any  liens, security  interests,  mortgages  or
encumbrances  of any nature other than the security interest created  in  Morgan
Stanley's  favor.  Furthermore, Collateral consisting  of  securities  shall  be
delivered  in  good  deliverable  form  (or  Morgan  Stanley  shall   have   the
unrestricted  power  to  place  such securities in  good  deliverable  form)  in
accordance with the requirements of the primary market for these securities. The
undersigned  shall execute such documents and take such other action  as  Morgan
Stanley shall reasonably request in order to perfect its rights with respect  to
any such Collateral. In addition, the undersigned appoints Morgan Stanley as the
undersigned's attorney-in-fact to act on the undersigned's behalf to sign, seal,
execute  and deliver all documents, and do all such acts as may be required,  to
realize upon any of Morgan Stanley's rights in the Collateral.

8.  RIGHTS  OF  MORGAN  STANLEY. Morgan Stanley is  hereby  authorized,  in  its
discretion,  to cancel any outstanding orders for the purchase or  sale  of  any
securities, currencies, commodities or other property or asset, or to  sell  any
or  all  of the securities, currencies, commodities or other property  or  asset
which  may be in Morgan Stanley's possession or control (either individually  or
jointly with others), or to buy any securities, currencies, commodities or other
property or asset of which any account of the undersigned may be short upon: (a)
the   undersigned's  death  or  incompetency  (if  applicable);  (b)  a  breach,
repudiation  or  default  by  the undersigned of this  Agreement  or  any  other
Contract;  (c)  any misrepresentation of any statement by the  undersigned  when
made  or  deemed  to be made or repeated, (d) the failure of the undersigned  to
fulfill  or  discharge  any  Obligation under this Agreement  or  any  Contract,
including  the  failure  to  make  a payment on  demand  or  to  satisfy  margin
requirements,

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(e)  the  filing by or against the undersigned of a petition or other proceeding
in  bankruptcy, insolvency or for the appointment of a receiver, (f) the levy of
an  attachment  against any property or asset in any account of the  undersigned
(g) the failure by the undersigned to give adequate assurance of due performance
pursuant to this Agreement (h) should you deem it necessary for your protection,
to  cancel any outstanding orders for the purchase or sale of any securities  or
other  property,  or  to  sell  any  or all of the  securities,  currencies  and
commodities or other property which may be in your possession or control (either
individually  or jointly with others), or to buy in any securities,  commodities
or  other  property of which the account or accounts of the undersigned  may  be
short. Such sale, purchase or cancellation may be made on any exchange or  other
market  where such business is then usually transacted, or at public auction  or
private sale, without advertising or notice of the time or place of sale to  the
undersigned,  and  without prior tender, demand or call of  any  kind  upon  the
undersigned, all of which are expressly waived. Morgan Stanley may purchase  the
whole  or any part thereof free from any right of redemption and the undersigned
shall  remain  liable to Morgan Stanley for any deficiency; it being  understood
that  a  prior tender, demand or call of any kind from Morgan Stanley, or  prior
notice from Morgan Stanley, of the time and place of such sale or purchase shall
not  be  considered  a  waiver of Morgan Stanley's right  to  sell  or  buy  any
securities,  commodities, or other property or asset held by Morgan Stanley,  or
which the undersigned may owe to Morgan Stanley. In addition, Morgan Stanley may
at  any  time  in connection with its rights under this Section 8 without  prior
notice   to   the   undersigned  apply  or  transfer  any  and  all   Collateral
interchangeably between Morgan Stanley Entities in connection with  accounts  in
which the undersigned has an interest.

9.  ADEQUATE ASSURANCES. If at any time Morgan Stanley has reasonable grounds to
doubt  the  undersigned's  performance of any of the undersigned's  Obligations,
Morgan  Stanley  may  demand, and the undersigned shall give within  twenty-four
hours  or  any  reasonable  shorter period of  time  Morgan  Stanley  specifies,
adequate  assurance  of  due performance. The giving of  adequate  assurance  of
performance  may  require the delivery by the undersigned to Morgan  Stanley  of
additional  Collateral. Any failure by the undersigned  to  give  such  adequate
assurance  of due performance shall constitute an independent, material  default
under the terms of all Contracts and Morgan Stanley may terminate, liquidate  or
accelerate any and all Contracts and exercise any right under or with respect to
any  security relating to any Contract and any right to net or set off  payments
which may arise under any Contract or other agreement or under applicable law.

10. EXPENSES AND OTHER CHARGES. The undersigned agrees to pay Morgan Stanley, or
its designee, the following fees and charges with respect to trading activity:

(a)  Morgan Stanley's commissions, markups and other charges with respect to the
execution of transactions,
fails,  buy-ins,  conversion  costs or the maintenance  of  positions  or  other
related services;

(b)  any  fees,  fines,  penalties or other charges  imposed  by  any  authority
described  in Section 2 of this Agreement or any court or authority of competent
jurisdiction  on any account opened or transaction executed for the undersigned,
except  any  such  charges  as  may be imposed due  to  Morgan  Stanley's  gross
negligence or willful misconduct;

with  respect  to fees or expenses related to securities lending  and  borrowing
transactions:

(a)  upon  demand, any debit balance owing with respect to any  account  of  the
undersigned, and interest and service charges on any such debit balance  at  the
rates then charged by Morgan Stanley; and

(b)  any  charges  with  respect to such transactions,  including  buy-ins,  and
applicable  taxes  or  interest on any of the foregoing,  together  with  Morgan
Stanley's costs and reasonable attorney's fees incurred in collecting
any such debit balance.

11. NETTING AND SET OFF RIGHTS. Morgan Stanley shall have the right, at any time
and  from  time  to time, to set off Morgan Stanley's Obligations  owed  to  the
undersigned against the Obligations of the undersigned to Morgan Stanley and  to
foreclose on any Collateral for the purpose of satisfying the Obligations of the
undersigned to Morgan Stanley. The undersigned acknowledges that the fulfillment
by Morgan Stanley of its Obligations to the undersigned is contingent upon there
being  no  breach, repudiation, misrepresentation or default by the  undersigned
which has occurred and is continuing under this Agreement or any Contract.

12. MAINTENANCE OF THE UNDERSIGNED'S COLLATERAL. Subject to the applicable rules
of  the  SEC and other competent authorities, the undersigned acknowledges  that
all  Collateral  now  or  hereafter in Morgan Stanley's  possession  or  control
(either  individually or jointly with others) or deposited to secure  the  same,
may  from time to time and without further notice to the undersigned, be carried
in  Morgan  Stanley's general accounts and may be pledged, hypothecated  or  re-
hypothecated, separately or in combination with property of others for  the  sum
due  to Morgan Stanley thereon or for a greater sum and without Morgan Stanley's
retaining in its possession a like amount of similar property. Within the limits
of applicable law, rule and regulation, Morgan Stanley is authorized to lend, to
itself  or to others Collateral it holds, together with all attendant rights  of
ownership (including the right to vote any securities).

13.  FAILURE OF DELIVERY. If the undersigned directs Morgan Stanley to make  any
delivery  of any security, commodity or other property or asset for its  account
for  any reason and the undersigned fails to deliver that item to Morgan Stanley
in the time, place and manner required, or if Morgan Stanley is unable to borrow
the  security, or in the case of a recall, Morgan Stanley is unable to re-borrow
the  security, the undersigned authorizes Morgan Stanley to borrow  or  purchase
that item (or to be deemed to have make such purchase at the market value of the
time  of such deemed purchase) in such manner and time as Morgan Stanley in  its
sole discretion determines to be commercially reasonable. The undersigned agrees
to  be  responsible for any consequent loss which Morgan Stanley may suffer  and
any related costs, premiums and losses to which Morgan Stanley may be subject.

14.  CONFIRMATIONS, STATEMENTS AND OTHER COMMUNICATIONS. Execution  reports  and
account statements shall be conclusive and binding if not objected to in writing
(the  former  within five days and the latter within ten days) after transmittal
by  Morgan  Stanley  to  the  undersigned by mail  or  otherwise,  including  by
electronic  communication.  Morgan  Stanley  may  send  communications  to   the
undersigned's  address of record or otherwise as provided to Morgan  Stanley  in
writing.  All communications, whether by mail, facsimile, telegraph,  messenger,
electronic  means  or  otherwise, shall be deemed to  have  been  given  to  the
undersigned personally as of the date sent, whether actually received or not.

15. NO OBLIGATION. The undersigned agrees that Morgan Stanley shall be under  no
obligation  whatsoever to enter into any Contract with, or  on  behalf  of,  the
undersigned.

16.  PROVISION OF INFORMATION. From time to time, Morgan Stanley may provide  or
make available to the undersigned, or to others acting with or on behalf of  the
undersigned,,  research,  opinions  and other information,  including  portfolio
analyses and reports, regarding securities, commodities, other financial assets,
and  market  participants  or  events. The undersigned  acknowledges  that  such
information  is  provided, unless Morgan Stanley agrees  in  writing  otherwise,
without  regard  to  the undersigned's personal financial situation,  investment
objectives  or other circumstances and that the provision by Morgan  Stanley  of
such  information  to  the undersigned, whether sent directly  or  made  readily
accessible,  and  whether in writing, in electronic form or  the  subject  of  a
taping,  broadcast or narrowcast, does not imply that any asset  or  transaction
discussed   therein  is  suitable  in  light  of  the  undersigned's  particular
circumstances.  The  undersigned agrees that no such  information  will  be  the
primary  basis  of  any  investment  decision  by  the  undersigned.  While  all
information  produced  by  Morgan Stanley is based on  sources  believed  to  be
reliable, the undersigned acknowledges that Morgan Stanley does not guarantee or
warrant  the  accuracy, reliability or timeliness of such information.  Further,
all  information and opinions are current only as of the time provided, and  are
subject  to rapid change without prior notice. The undersigned also acknowledges
that Morgan Stanley may take positions in financial instruments discussed in the
information  provided the undersigned (which positions may be inconsistent  with
the  information  provided),  may  execute  transactions  for  others  in  those
instruments and may provide investment banking and other services to the issuers
of those instruments. From time to time, Morgan Stanley also may provide or make
available  to  the  undersigned, or to others acting with or on  behalf  of  the
undersigned, information regarding parties that might provide goods or  services
to   the   undersigned,  including  but  not  limited  to  fund   administrators
("Vendors").  While  all  information produced by Morgan  Stanley  is  based  on
sources  believed  to  be  reliable, the undersigned  acknowledges  that  Morgan
Stanley does not guarantee or warrant the accuracy, reliability or timeliness of
such  information, or the quality of goods or services provided by any  Vendors.
The  undersigned agrees to indemnify and hold Morgan Stanley harmless  from  and
against  any and all losses, claims, damages and liabilities arising out  of  or
relating to, actions or omissions by the Vendors, Morgan Stanley's provision  or
making  available of such information, or the undersigned's selection or use  of
such Vendors.

17.  USE  OF THE INTERNET. Undersigned agrees that the Internet is not a  secure
network  and  that any communications transmitted over the Internet  may,  among
other  things, be intercepted or accessed by unauthorized or unintended  parties
and may not remain confidential, or that such transmissions may not arrive in  a
complete,  unaltered  or  timely manner, and the undersigned  assumes  the  risk
arising therefrom.

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18.  RESOLUTION OF DISPUTES. ANY DISPUTE BETWEEN THE UNDERSIGNED  AND  A  MORGAN
STANLEY  ENTITY  THAT IS REGISTERED AS A BROKER-DEALER WITH THE U.S.  SECURITIES
AND EXCHANGE COMMISSION ARISING OUT OF, RELATING TO OR IN CONNECTION WITH MORGAN
STANLEY'S  BUSINESS,  ANY  TRANSACTION BETWEEN US OR  THIS  AGREEMENT  SHALL  BE
DETERMINED,  AT THE ELECTION OF THE UNDERSIGNED, BY LITIGATION IN A  COURT  WITH
PROPER  JURISDICTION OR BY ARBITRATION. SHOULD THE UNDERSIGNED CHOOSE TO PROCEED
BY ARBITRATION, UNDERSIGNED AND MORGAN
STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY THE REQUIREMENTS, LISTED IN
SECTION  19  BELOW.  SHOULD  THE UNDERSIGNED CHOOSE TO  PROCEED  BY  LITIGATION,
UNDERSIGNED AND MORGAN STANLEY AGREE TO FOLLOW THE PROCEDURES, AND ABIDE BY  THE
REQUIREMENTS, LISTED IN SECTION 20 BELOW.

19. IF THE UNDERSIGNED CHOOSES ARBITRATION, THE UNDERSIGNED ACKNOWLEDGES THAT:

ARBITRATION IS FINAL AND BINDING ON THE PARTIES.

THE  PARTIES  ARE WAIVING THEIR RIGHT TO SEEK REMEDIES IN COURT,  INCLUDING  THE
RIGHT TO A JURY TRIAL.

ARBITRATION  DISCOVERY IS GENERALLY MORE LIMITED THAN AND DIFFERENT  FROM  COURT
PROCEEDINGS.

THE  ARBITRATORS'  AWARD IS NOT REQUIRED TO INCLUDE FACTUAL  FINDINGS  OR  LEGAL
REASONING AND ANY PARTY'S RIGHT TO APPEAL OR TO SEEK MODIFICATION OF RULINGS  BY
THE ARBITRATOR IS STRICTLY LIMITED.

THE  PANEL  OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS  WHO
ARE OR WERE AFFILIATED WITH THE SECURITIES INDUSTRY.

ANY  ARBITRATION  SHALL BE CONDUCTED ONLY BEFORE THE NEW  YORK  STOCK  EXCHANGE,
INC.,  THE AMERICAN STOCK EXCHANGE, INC., THE NATIONAL ASSOCIATION OF SECURITIES
DEALERS,  INC.  OR  ANY  OTHER U.S. SELF-REGULATORY ORGANIZATION  OF  WHICH  THE
RELEVANT  MORGAN STANLEY ENTITY IS A MEMBER. THE UNDERSIGNED HAS  THE  RIGHT  TO
ELECT  ONE OF THE FOREGOING ORGANIZATIONS, BUT IF THE UNDERSIGNED FAILS TO  MAKE
SUCH  ELECTION  BY  CERTIFIED LETTER ADDRESSED TO THE  RELEVANT  MORGAN  STANLEY
ENTITY AT ITS MAIN OFFICE BEFORE THE EXPIRATION OF TEN DAYS AFTER RECEIPT  OF  A
WRITTEN  REQUEST FROM MORGAN STANLEY TO MAKE SUCH ELECTION, MORGAN  STANLEY  MAY
MAKE SUCH ELECTION.
THE  AWARD  OF  THE  ARBITRATORS, OR THE MAJORITY OF THEM, SHALL  BE  FINAL  AND
JUDGMENT  UPON  THE AWARD RENDERED MAY BE ENTERED IN ANY STATE OR FEDERAL  COURT
HAVING JURISDICTION. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS CONSENT  BY
MORGAN STANLEY TO AN AWARD OF PUNITIVE DAMAGES.

NO  PERSON SHALL BRING A PUTATIVE OR CERTIFIED CLASS ACTION TO ARBITRATION,  NOR
SEEK TO ENFORCE ANY PRE-DISPUTE ARBITRATION AGREEMENT AGAINSTANY PERSON WHO,  IF
THE UNDERSIGNED HAS INITIATED IN COURT A PUTATIVE CLASS ACTION, IS A MEMBER OF A
PUTATIVE  CLASS WHO HAS NOT OPTED OUT OF THE CLASS WITH RESPECT  TO  ANY  CLAIMS
ENCOMPASSED BY THE PUTATIVE CLASS ACTION UNTIL:

(i) THE CLASS CERTIFICATION IS DENIED;

(ii) THE CLASS IS DECERTIFIED; OR

(iii)  THE UNDERSIGNED IS EXCLUDED FROM THE CLASS BY THE COURT. SUCH FORBEARANCE
TO  ENFORCE AN AGREEMENT TO ARBITRATE SHALL NOT CONSTITUTE A WAIVER OF ANY  SUCH
RIGHTS UNDER THIS AGREEMENT EXCEPT TO THE EXTENT STATED HEREIN.

20.  IF  THE  UNDERSIGNED CHOOSES LITIGATION IN COURT. (A)  UNLESS  THE  PARTIES
OTHERWISE  AGREE  IN  WRITING  WHEN  ANY  DISPUTE  ARISES,  LITIGATION  MUST  BE
INSTITUTED IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF  NEW
YORK  OR  THE SUPREME COURT OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY.
THE  UNDERSIGNED  IRREVOCABLY CONSENTS TO THE JURISDICTION OF  EITHER  OF  THOSE
COURTS AND (B) ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM OR ACTION IS
HEREBY WAIVED BY ALL PARTIES TO THIS AGREEMENT.

21.  APPLICABLE  LAW  AND ENFORCEABILITY. THIS AGREEMENT,  ANY  CONTRACT,  THEIR
ENFORCEMENT  AND ANY DISPUTE BETWEEN US, WHETHER ARISING OUT OF OR  RELATING  TO
THE  UNDERSIGNED'S ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY THE LAWS  OF  THE
STATE  OF NEW YORK, EXCLUDING ITS CONFLICT OF LAW RULES. The provisions of  this
Agreement  shall  be continuous, shall cover individually and  collectively  all
accounts which the undersigned may open or reopen with Morgan Stanley and  shall
inure   to   the   benefit  of  Morgan  Stanley's  present  and  any   successor
organizations,  irrespective of any change at any time in the personnel  thereof
and  of  the assigns of Morgan Stanley's present organizations or any  successor
organizations.  This  Agreement shall be binding upon the  undersigned  and  the
estate,  executors,  administrators, trustees, agents, officers,  directors  and
assigns of the undersigned.

22.  MODIFICATION  AND WAIVER. The undersigned agrees that  Morgan  Stanley  may
modify the terms of this Agreement at any time upon prior written notice. If the
modifications are unacceptable, the undersigned agrees to notify Morgan  Stanley
in  writing within twenty days of the transmittal of such written notice. Morgan
Stanley  may  then  terminate  any  or all of the  undersigned's  accounts.  The
undersigned  also agrees that any transactions or Contracts entered  into  after
such notification shall be subject to the modifications. The undersigned may not
modify  this Agreement without Morgan Stanley's written consent. To  the  extent
this  Agreement  is  inconsistent  with any  other  agreement  between  us,  the
provisions  of this Agreement shall govern. Morgan Stanley's failure to  enforce
this  Agreement or any of its terms, or any continued course of such conduct  on
Morgan  Stanley's  part,  shall not be considered a  waiver  of  any  of  Morgan
Stanley's rights.

23. AUTHORIZED INSTRUCTIONS. The undersigned authorizes Morgan Stanley to accept
instructions  by  telephone,  tested telex, facsimile  transmission,  electronic
mail, electronically, in writing or any other method that undersigned and Morgan
Stanley  may  agree to use. The undersigned also agrees (i) to be bound  by  all
instructions  that  Morgan Stanley believes are authorized,  regardless  of  the
means  by which those instructions have been transmitted to Morgan Stanley,  and
(ii)  that Morgan Stanley shall not be liable for any loss, cost or expense  for
acting upon instructions that Morgan Stanley believed to be authorized.

24.  SEVERABILITY. If any provision of this Agreement is or becomes inconsistent
with  any  applicable present or future law, rule or regulation, that  provision
will be deemed modified or, if necessary, rescinded in order to comply with  the
relevant  law,  rule or regulation. All other provisions of this Agreement  will
continue  and remain in full force and effect. To the extent that this Agreement
is not enforceable as to any Contract, this Agreement shall remain in full force
and  effect  and  be enforceable in accordance with its terms as  to  all  other
Contracts.  To  the  extent  this  Agreement contains  any  provision  which  is
inconsistent with provisions in any other Contract or agreement between  us,  or
of  which  the  undersigned is a beneficiary, the provisions of  this  Agreement
shall control with respect to transactions contemplated hereunder.

25.  LENDING  OF SECURITIES. Within the limits of applicable law and regulation,
until Morgan Stanley receives written notice of revocation from the undersigned,
Morgan  Stanley is hereby authorized to lend, to itself as brokers or to others,
any  securities  held by Morgan Stanley on margin in its possession  or  control
together with all attendant rights of ownership (including the right to vote the
securities).

26. EXTRAORDINARY EVENTS. The undersigned agrees that Morgan Stanley will not be
liable  for any loss caused, directly or indirectly, by government restrictions,
exchange  or  market  rulings, suspension of trading, war (whether  declared  or
undeclared),  terrorist  acts, insurrection, riots,  fires,  flooding,  strikes,
failure  of  utility  services, accidents, adverse weather or  other  events  of
nature  (including  earthquakes, hurricanes and tornadoes) or  other  events  or
conditions beyond Morgan Stanley's control. In the event that any communications
network,  data  processing  system  or  computer  system  Morgan  Stanley  uses,
regardless  of  ownership, is rendered inoperable, Morgan Stanley  will  not  be
liable  to  the  undersigned for any loss, liability, claim, damage  or  expense
resulting, directly or indirectly, from such inoperability.

27.  LIMITATION OF LIABILITY. Morgan Stanley shall not be liable  in  connection
with  the  execution, clearing, handling, purchasing or selling  of  securities,
commodities or other property or assets, or other action, except in the event of
gross negligence or willful misconduct on Morgan Stanley's part. The undersigned
acknowledges  that  certain of its securities may be  held  outside  the  United
States  by  unaffiliated, foreign, agent banks and depositories. Morgan  Stanley
shall  not  be  liable  to the undersigned for any loss,  liability  or  expense
incurred by the undersigned in connection with these arrangements except to  the
extent  that  any such loss, liability or expense results from Morgan  Stanley's
gross negligence or willful misconduct.

28.  INDEMNIFICATION. In consideration of Morgan Stanley's carrying one or  more
accounts  for  the  undersigned, the undersigned agrees to  indemnify  and  hold
Morgan Stanley harmless from and against any and all losses, claims, damages and
liabilities  arising  out  of or relating to the undersigned's  accounts  or  in
connection with the execution, purchase, sale, assignment, exercise, endorsement
or  handling  of  any transaction therein, or in connection with Morgan  Stanley
acting  or declining to act as prime broker, except for actions taken or omitted
to  be  taken  by  Morgan Stanley which are a result of, or constitute,  willful
misconduct or gross negligence. The undersigned also agrees that Morgan  Stanley
shall  have no responsibility for the undersigned's compliance with any  law  or
regulation  and  that  Morgan Stanley shall not be  liable  for  delays  in  the
transmission  of  orders  or instructions due to the  breakdown  or  failure  of
transmission  or  communication  facilities or any  other  cause  beyond  Morgan
Stanley's control, including any mistake, error, negligence or misconduct of any
exchange, association or clearing house or their respective officers, directors,
employees  or  agents,  nor  any failure by any such  exchange,  association  or
clearing house to enforce its rules or regulations.

29. COSTS OF COLLECTION. To the extent permitted by the laws of the State of New
York,  the reasonable costs and expenses of collection of any debit balance  and
any  unpaid  deficiency in any account of the undersigned with  Morgan  Stanley,
including  but not limited to attorneys' fees incurred and payable  or  paid  by
Morgan Stanley, shall be payable to Morgan Stanley by the undersigned.

30. ASSIGNMENTS. Undersigned may not assign its rights or obligations under this
Agreement without the express written consent of Morgan Stanley.

31.  REPRESENTATIONS  AND  WARRANTIES. The  undersigned  hereby  represents  and
warrants  as  of the date hereof, which representations and warranties  will  be
deemed repeated on each date on which a transaction or Contract is effected  for
any  of  the  undersigned's accounts, or any securities  or  other  property  if
delivered to or from any such account, that:

(a) The undersigned will at all times maintain such securities or other property
or assets in the accounts of the undersigned for margin purposes, as is required
by Morgan Stanley from time to time in Morgan Stanley's sole discretion;

(b)  The  undersigned  will not transact on the basis of,  or  in  reliance  on,
material, non-public information.

(c) Except as disclosed in writing to Morgan Stanley, the undersigned is not  an
employee  of  any exchange, or of any corporation of which any exchange  owns  a
majority  of  the  capital  stock, or of a member  of  any  exchange,  or  of  a
securities  broker or dealer, or of a bank, trust company, insurance company  or
of  any  corporation,  firm or individual engaged in the  business  of  dealing,
either  as  agent or as principal, in securities, bills of exchange, acceptances
or other forms of commercial paper.

(d)   Except  as  disclosed  to  Morgan  Stanley  in  writing,  the  undersigned
continuously represents that it is not (a) an employee benefit plan (hereinafter
an  "ERISA Plan"), as defined in Section 3 (3) of the Employee Retirement Income
Security  Act  of 1974, as amended ("ERISA"), subject to Title  I  of  ERISA  or
Section  4975 of the Internal Revenue Code of 1986, as amended, or (b) a  person
acting  on behalf of an ERISA Plan or (c) a person the assets of whom constitute
assets  of an ERISA Plan. The undersigned will provide notice to Morgan  Stanley
in  the  event  that  it is aware that it is in breach of  any  aspect  of  this
representation or is aware that with the passing of time, giving  of  notice  or
expiry of any applicable grace period it will breach this representation.

(e)  Except as disclosed in writing to Morgan Stanley, the undersigned  is  not,
and will not be, an affiliate (as defined in Rule 144(a)(1) under the Securities
Act of 1933) of the issuer of any security held in the undersigned's accounts or
sold to or through Morgan Stanley and undertakes to inform Morgan Stanley of any
changes in such representation.

(f)  The  undersigned has full power and authority to execute and  deliver  each
Contract and to perform and observe the provisions thereof.

(g)  The  execution, delivery and performance of each Contract has been or  will
be,  prior  to  entering  into the Contract, duly authorized  by  all  necessary
internal action and do not or will not contravene any requirement of law or  any
contractual restrictions or agreement binding on or affecting the undersigned or
its assets.

(h)  Each  Contract has been or will be at the time it is entered into  properly
executed and delivered by the undersigned and constitutes and will constitute  a
legal, valid and binding obligation enforceable in accordance with its terms.

(i)  The  undersigned  will promptly furnish to Morgan  Stanley  appropriate
financial statements or similar documents upon Morgan Stanley's request  and
any  other  information as Morgan Stanley may reasonably request. Since  the
date of the most recent financial statements provided to Morgan Stanley,  if
any,  there has been no material adverse change in the information set forth
therein,  and,  if  the undersigned is not a natural person,  the  business,
financial condition, results, operations or prospects of the undersigned.

(j) No one that is not a party to this Agreement has any interest in any account
of  the  undersigned  with Morgan Stanley. The undersigned owns  the  Collateral
assigned,  or  to  be assigned, to Morgan Stanley under each Contract  free  and
clear of any lien, claims, encumbrances and transfer restrictions. Upon delivery
of  the Collateral to Morgan Stanley or upon the filing of appropriate financing
statements,  Morgan  Stanley will have, as security for the Obligations  of  the
undersigned, a perfected first priority security interest in the Collateral.  No
further filings or recordings with any governmental body, agency or official are
necessary to create or perfect the security interest in the Collateral.

(k)  The  undersigned represents to Morgan Stanley that all sales of  securities
(other than fully covered options) will be eligible to be marked "long" and that
the  undersigned will pay for all the securities purchased in full on trade date
or  such  later  date  as Morgan Stanley may permit. Any sell  order  which  the
undersigned  shall designate as being long is for securities then owned  by  the
undersigned. If such securities cannot be delivered by Morgan Stanley  from  any
account  of  the  undersigned,  the placing of such  order  shall  constitute  a
representation by the undersigned that the undersigned will deliver them as soon
as  it  is  possible to do so, without undue inconvenience or expense to  Morgan
Stanley.

(l)  The  undersigned acknowledges that it is acting as principal  (and  not  as
agent or in any other capacity, fiduciary or otherwise) for its own account, and
it  has  made  its  own independent decisions to enter into this  Agreement  and
Contracts  and  as  to  whether its activities and  investments  thereunder  are
appropriate  or proper for it based upon its own judgment and upon  advice  from
such advisers as it has deemed necessary. It is not relying on any communication
(written  or oral) of Morgan Stanley as investment advice or as a recommendation
to  enter  into any particular transaction; it being understood that information
and  explanations related to the terms and conditions of a transaction shall not
be considered investment advice or a recommendation to enter into a transaction.
No  communication (written or oral) received from Morgan Stanley shall be deemed
to  be an assurance or guarantee as to the expected results of a transaction. It
is  capable of assessing the merits of and understanding (on its own  behalf  or
thorough  independent  professional advice), and understands  and  accepts,  the
terms, conditions and risks of its transactions, and is capable of assuming, and
assumes, such risks. Morgan Stanley is not acting as a fiduciary for an  adviser
to  it in any respect, and does not perform any analysis or make any judgment on
any  matters  pertaining to the suitability of any order or offer  any  opinion,
judgment or other type of information pertaining to the nature, value, potential
or suitability of any particular transaction.

32. ACKNOWLEDGMENTS. The undersigned hereby consents and acknowledges that:

(a)  The  undersigned has received, and agrees to be bound by, Morgan  Stanley's
Credit Charge and Margin Information Statement, which is incorporated herein  by
reference;

(b)  The  undersigned has received a copy of this Agreement  and  has  read  and
understood its terms; and

(c) All conversations between us may be recorded on tape or otherwise.

NOTICE: THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE

PROXY DISCLOSURE STATEMENT

Under the rules of the Securities and Exchange Commission, we are required, upon
registrant's  request, to provide your name, address and security  positions  to
issuers  of  securities  that  you  own. The issuer  may  use  this  information
exclusively for purposes of corporate communications. _____(Check) IF  THIS  BOX
IS  CHECKED,  MORGAN STANLEY WILL DISCLOSE THE NAME AND ADDRESS INFORMATION  FOR
THE ACCOUNT ESTABLISHED BY THIS AGREEMENT TO ISSUERS OF SECURITIES WHICH I OWN.

ELECTRONIC TRADE CONFIRMATIONS

        (Check)  Yes,  we  would,  if  available,  like  to  receive  electronic
notification  of  our  trade  information  rather  than  a  mailed,  hard   copy
confirmation.

DATE: __5/17/02___

Financial Institution Partners,              MORGAN STANLEY &
Ltd.                                         CO. INCORPORATED,
By Hovde Capital Offshore LLC, general       on its own behalf
Partner,                                     and on behalf of
by its authorized signatory                  each Morgan Stanley Entity

/s/ Richard J. Perry, Jr.
Name: Richard J. Perry, Jr.                  Name:  ___________
Date: 5/17/02                                Date:  ___________
Title: Manager                               Title: ___________

Page 71 of 82

    72

                                                                       EXHIBIT P

THE
BOND
MARKET
ASSOCIATION

                        Master Securities Loan Agreement

Between:                           Dated as of May 2, 2002

PRIME DEALER SERVICES CORP.

and

FINANCIAL INSTITUTION PARTNERS, LTD.

     This  Agreement sets forth the terms and conditions under which  one  party
("Lender")  may  from time to time lend to the other party ("Borrower")  certain
securities  against  a  pledge of collateral. Capitalized  terms  not  otherwise
defined herein shall have the meanings provided in Section 26.

     The parties hereto agree as follows:

1.   Loans of Securities.

1.1.  Subject to the terms and conditions of this Agreement, Borrower or  Lender
may,  from  time to time, orally seek to initiate a transaction in which  Lender
will lend securities to Borrower. Borrower and Lender shall agree orally on  the
terms  of  each  Loan,  including the issuer of the securities,  the  amount  of
securities  to be lent, the basis of compensation, and the amount of  Collateral
to be transferred by Borrower, which terms may be amended during the Loan.
1.2. Notwithstanding any other provision in this Agreement regarding when a Loan
commences, a Loan hereunder shall not occur until the Loaned Securities and the
Collateral therefor have been transferred in accordance with Section 16.
1.3. WITHOUT WAIVING ANY RIGHTS GIVEN TO LENDER HEREUNDER, IT IS UNDERSTOOD AND
AGREED THAT THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT OF 1970 MAY
NOT PROTECT LENDER WITH RESPECT TO LOANED SECURITIES HEREUNDER AND THAT,
THEREFORE, THE COLLATERAL DELIVERED TO LENDER MAY CONSTITUTE THE ONLY SOURCE OF
SATISFACTION OF BORROWER'S OBLIGATIONS IN THE EVENT BORROWER FAILS TO RETURN THE
LOANED SECURITIES.

2.   Transfer of Loaned Securities.

2.1.  Unless  otherwise  agreed,  Lender shall  transfer  Loaned  Securities  to
Borrower  hereunder  on  or before the Cutoff Time on  the  date  agreed  to  by
Borrower and Lender for the commencement of the Loan.
2.2. Unless otherwise agreed, Borrower shall provide Lender, in each Loan in
which Lender is a Customer, with a schedule and receipt listing the Loaned
Securities. Such schedule and receipt may consist of (a) a schedule provided to
Borrower by Lender and executed and returned by Borrower when the Loaned
Securities are received, (b) in the case of securities transferred through a
Clearing Organization which provides transferors with a notice evidencing such
transfer, such notice, or (c) a confirmation or other document provided to
Lender by Borrower.

3.   Collateral.

3.1. Unless otherwise agreed, Borrower shall, prior to or concurrently with  the
transfer  of  the Loaned Securities to Borrower, but in no case later  than  the
close  of  business  on the day of such transfer, transfer to Lender  Collateral
with  a  market value at least equal to a percentage of the market value of  the
Loaned Securities agreed to by Borrower and Lender (which shall be not less than
100% of the market value of the Loaned Securities) (the "Margin Percentage").
3.2. The Collateral transferred by Borrower to Lender, as adjusted pursuant to
Section 8, shall be security for Borrower's obligations in respect of such Loan
and for any other obligations of Borrower to Lender. Borrower hereby pledges
with, assigns to, and grants Lender a continuing first security interest in, and
a lien upon, the Collateral, which shall attach upon the transfer of the Loaned
Securities by Lender to Borrower and which shall cease upon the transfer of the
Loaned Securities by Borrower to Lender. In addition to the rights and remedies
given to Lender hereunder, Lender shall have all the rights and remedies of a
secured party under the New York Uniform Commercial Code. It is understood that
Lender may use or invest the Collateral, if such consists of cash, at its own
risk, but that (unless Lender is a Broker-Dealer) Lender shall, during the term
of any Loan hereunder, segregate Collateral from all securities or other assets
in its possession. Lender may pledge, repledge, hypothecate, rehypothecate,
lend, relend, sell or otherwise transfer the Collateral, or re-register
Collateral evidenced by physical certificates in any name other than Borrower's,
only (a) if Lender is Broker-Dealer or (b) in the event of a Default by
Borrower. Segregation of Collateral may be accomplished by appropriate
identification on the books and records of Lender if it is a "financial
intermediary" or a "clearing corporation" within the meaning of the New York
Uniform Commercial Code.
3.3. Except as otherwise provided herein, upon transfer to Lender of the Loaned
Securities on the day a Loan is terminated pursuant to Section 5, Lender shall
be obligated to transfer the Collateral (as adjusted pursuant to Section 8) to
Borrower no later than the Cutoff Time on such day or, if such day is not a day
on which a transfer of such Collateral may be effected under Section 16, the
next day on which such a transfer may be effected.
3.4. If Borrower transfers Collateral to Lender, as provided in Section 3.1, and
Lender does not transfer the Loaned Securities to Borrower, Borrower shall have
the absolute right to the return of the Collateral; and if Lender transfers
Loaned Securities to Borrower and Borrower does not transfer Collateral to
Lender as provided in Section 3.1, Lender shall have the absolute right to the
return of the Loaned Securities.
3.5. Borrower may, upon reasonable notice to Lender (taking into account all
relevant factors, including industry practice, the type of Collateral to be
substituted and the applicable method of transfer), substitute Collateral for
Collateral securing any Loan or Loans; provided, however, that such substituted
Collateral shall (a) consist only of cash, securities or other property that
Borrower and Lender agreed would be acceptable Collateral prior to the Loan or
Loans and (b) have a market value such that the aggregate market value of such
substituted Collateral, together with all other Collateral for Loans in which
the party substituting such Collateral is acting as Borrower, shall equal or
exceed the agreed upon Margin Percentage of the market value of the Loaned
Securities. Prior to the expiration of any letter of credit supporting
Borrower's obligations hereunder, Borrower shall, no later than the Cutoff Time
on the date such letter of credit expires, obtain an extension of the expiration
of such letter of credit or replace such letter of credit by providing Lender
with a substitute letter of credit in an amount at least equal to the amount of
the letter of credit for which it is substituted.
3.6. Lender acknowledges that, in connection with Loans of Government Securities
and as otherwise permitted by applicable law, some securities provided by
Borrower as Collateral under this Agreement may not be guaranteed by the United
States.

4.   Fees for Loan.

4.1.  Unless otherwise agreed, (a) Borrower agrees to pay Lender a loan  fee  (a
"Loan  Fee"), computed daily on each Loan to the extent such Loan is secured  by
Collateral  other than cash, based on the aggregate par value (in  the  case  of
Loans  of Government Securities) or the aggregate market value (in the  case  of
all other Loans) of the Loaned Securities on the day for which such Loan Fee  is
being  computed, and (b) Lender agrees to pay Borrower a fee or rebate (a  "Cash
Collateral Fee") on Collateral consisting of cash, computed daily based  on  the
amount of cash held by Lender as Collateral, in the case of each of the Loan Fee
and  the  Cash  Collateral Fee at such rates as Borrower and Lender  may  agree.
Except  as  Borrower  and Lender may otherwise agree (in  the  event  that  cash
Collateral is transferred by clearing house funds or otherwise), Loan Fees shall
accrue  from  and  including  the  date  on  which  the  Loaned  Securities  are
transferred  to  Borrower  to, but excluding, the  date  on  which  such  Loaned
Securities  are returned to Lender, and Cash Collateral Fees shall  accrue  from
and including the date on which the cash Collateral is transferred to Lender to,
but excluding, the date on which such cash Collateral is returned to Borrower.
4.2. Unless otherwise agreed, any Loan Fee or Cash Collateral Fee payable
hereunder shall be payable:
(a)   in  the  case of any Loan of securities other than Government  Securities,
upon  the  earlier of (i) the fifteenth day of the month following the  calendar
month  in  which  such  fee was incurred or (ii) the termination  of  all  Loans
hereunder  (or, if a transfer of cash in accordance with Section 16 may  not  be
effected  on such fifteenth day or the day of such termination, as the case  may
be, the next day on which such a transfer may be effected); and
(b)  in the case of any Loan of Government Securities, upon the termination of
such Loan.

Notwithstanding  the  foregoing, all Loan Fees  shall  be  payable  by  Borrower
immediately  in  the  event  of a Default hereunder by  Borrower  and  all  Cash
Collateral Fees shall be payable immediately by Lender in the event of a Default
by Lender.

5.    Termination  of  the  Loan.  Unless otherwise  agreed,  (a)  Borrower  may
terminate a Loan on any Business Day by giving notice to Lender and transferring
the Loaned Securities to Lender before the Cutoff Time on such Business Day, and
(b)  Lender  may  terminate a Loan on a termination date established  by  notice
given  to  Borrower  prior  to the close of business  on  a  Business  Day.  The
termination date established by a termination notice given by Lender to Borrower
shall  be a date no earlier than the standard settlement date for trades of  the
Loaned  Securities  entered into on the date of such notice, which  date  shall,
unless  Borrower  and  Lender agree to the contrary,  be  (i)  in  the  case  of
Government Securities, the next Business Day following such notice and  (ii)  in
the  case of all other securities, the third Business Day following such notice.
Unless  otherwise agreed, Borrower shall, on or before the Cutoff  Time  on  the
termination date of a Loan, transfer the Loaned Securities to Lender;  provided,
however,  that  upon  such  transfer  by Borrower,  Lender  shall  transfer  the
Collateral  (as  adjusted pursuant to Section 8) to Borrower in accordance  with
Section 3.3.

6.   Rights of Borrower in Respect of the Loaned Securities. Except as set forth
in  Sections  7.1 and 7.2 and as otherwise agreed by Borrower and Lender,  until
Loaned Securities are required to be redelivered to Lender upon termination of a
Loan  hereunder,  Borrower shall have all of the incidents of ownership  of  the
Loaned  Securities,  including the right to transfer the  Loaned  Securities  to
others. Lender hereby waives the right to vote, or to provide any consent or  to
take any similar action with respect to, the Loaned Securities in the event that
the  record date or deadline for such vote, consent or other action falls during
the term of the Loan.

7.   Dividends, Distributions, Etc.

7.1. Lender shall be entitled to receive all distributions made on or in respect
of the Loaned Securities which are not otherwise received by Lender, to the full
extent  it  would be so entitled if the Loaned Securities had not been  lent  to
Borrower,  including, but not limited to: (a) cash and all other  property,  (b)
stock  dividends, (c) securities received as a result of split ups of the Loaned
Securities and distributions in respect thereof, (d) interest payments, and  (e)
all rights to purchase additional securities.
7.2. Any cash distributions made on or in respect of the Loaned Securities,
which Lender is entitled to receive pursuant to Section 7.1, shall be paid by
the transfer of cash to Lender by Borrower, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Lender is not in
Default at the time of such payment. Non-cash distributions received by Borrower
shall be added to the Loaned Securities on the date of distribution and shall be
considered such for all purposes, except that if the Loan has terminated,
Borrower shall forthwith transfer the same to Lender.
7.3. Borrower shall be entitled to receive all cash distributions made on or in
respect of non-cash Collateral which are not otherwise received by Borrower, to
the full extent it would be so entitled if the Collateral had not been
transferred to Lender. Any distributions of cash made on or in respect of such
Collateral which Borrower is entitled to receive hereunder shall be paid by the
transfer of cash to Borrower by Lender, on the date any such distribution is
paid, in an amount equal to such cash distribution, so long as Borrower is not
in Default at the time of such payment.
7.4. (a)  Unless otherwise agreed, if (i) Borrower is required to make a payment
(a "Borrower Payment") with respect to cash distributions on Loaned Securities
under Sections 7.1 and 7.2 ("Securities Distributions"), or (ii) Lender is
required to make a payment (a "Lender Payment") with respect to cash
distributions on Collateral under Section 7.3 ("Collateral Distributions"), and
(iii) Borrower or Lender, as the case may be ("Payor"), shall be required by law
to collect any withholding or other tax, duty, fee, levy or charge required to
be deducted or withheld from such Borrower Payment or Lender Payment ("Tax"),
then Payor shall (subject to subsections (b) and (c) below), pay such additional
amounts as may be necessary in order that the net amount of the Borrower Payment
or Lender Payment received by the Lender or Borrower, as the case may be
("Payee"), after payment of such Tax equals the net amount of the Securities
Distribution or Collateral Distribution that would have been received if such
Securities Distribution or Collateral Distribution had been paid directly to the
Payee.

(b)   No  additional  amounts shall be payable to a Payee under  subsection  (a)
above  to  the  extent  that  Tax  would  have  been  imposed  on  a  Securities
Distribution or Collateral Distribution paid directly to the Payee.

(c)   No  additional  amounts shall be payable to a Payee under  subsection  (a)
above  to  the  extent  that such Payee is entitled to  an  exemption  from,  or
reduction in the rate of, Tax on a Borrower Payment or Lender Payment subject to
the provision of a certificate or other documentation, but has failed timely  to
provide such certificate or other documentation.

Page 72 of 82

    73

(d)  Each party hereto shall be deemed to represent that, as of the commencement
of  any Loan hereunder, no Tax would be imposed on any cash distribution paid to
it with respect to (i) Loaned Securities subject to a Loan in which it is acting
as  Lender  or  (ii) Collateral for any Loan in which it is acting as  Borrower,
unless  such  party has given notice to the contrary to the other  party  hereto
(which  notice shall specify the rate at which such Tax would be imposed).  Each
party agrees to notify the other of any change that occurs during the term of  a
Loan in the rate of any Tax that would be imposed on any such cash distributions
payable to it.

7.5. To the extent that, under the provisions of Sections 7.1 through 7.4 (a)  a
transfer  of  cash  or other property by Borrower would give rise  to  a  Margin
Excess  (as  defined in Section 8.3 below) or (b) a transfer of  cash  or  other
property  by Lender would give rise to a Margin Deficit (as defined  in  Section
8.2  below),  Borrower or Lender (as the case may be) shall not be obligated  to
make  such  transfer of cash or other property in accordance with such Sections,
but  shall  in lieu of such transfer immediately credit the amounts  that  would
have  been transferable under such Sections to the account of Lender or Borrower
(as the case may be).

8.   Mark to Market.

8.1.  Borrower shall daily mark to market any Loan hereunder and  in  the  event
that  at  the  close  of trading on any Business Day the  market  value  of  the
Collateral for any Loan to Borrower shall be less than 100% of the market  value
of  all  the outstanding Loaned Securities subject to such Loan, Borrower  shall
transfer additional Collateral no later than the close of the next Business  Day
so that the market value of such additional Collateral, when added to the market
value  of  the  other Collateral for such Loan, shall equal 100% of  the  market
value of the Loaned Securities.
8.2. In addition to any rights of Lender under Section 8.1, in the event that at
the close of trading on any Business Day the aggregate market value of all
Collateral for Loans by Lender shall be less than the Margin Percentage of the
market value of all the outstanding Loaned Securities subject to such Loans (a
"Margin Deficit"), Lender may, by notice to Borrower, demand that Borrower
transfer to Lender additional Collateral so that the market value of such
additional Collateral, when added to the market value of all other Collateral
for such Loans, shall equal or exceed the agreed upon Margin Percentage of the
market value of the Loaned Securities. Unless otherwise agreed, such transfer is
to be made no later than the close of the next Business Day following the day of
Lender's notice to Borrower.
8.3. In the event that at the close of trading on any Business Day the market
value of all Collateral for Loans to Borrower shall be greater than the Margin
Percentage of the market value of all the outstanding Loaned Securities subject
to such Loans (a "Margin Excess"), Borrower may, by notice to Lender, demand
that Lender transfer to Borrower such amount of the Collateral selected by
Borrower so that the market value of the Collateral for such Loans, after
deduction of such amounts, shall thereupon not exceed the Margin Percentage of
the market value of the Loaned Securities. Unless otherwise agreed, such
transfer is to be made no later than the close of the next Business Day
following the day of Borrower's notice to Lender.
8.4. Borrower and Lender may agree, with respect to one or more Loans hereunder,
to mark the values to market pursuant to Sections 8.2 and 8.3 by separately
valuing the Loaned Securities lent and the Collateral given in respect thereof
on a Loan-by-Loan basis.
8.5. Borrower and Lender may agree, with respect to any or all Loans hereunder,
that the respective rights of Lender and Borrower under Sections 8.2 and 8.3 may
be exercised only where a Margin Excess or Margin Deficit exceeds a specified
dollar amount or a specified percentage of the market value of the Loaned
Securities under such Loans (which amount or percentage shall be agreed to by
Borrower and Lender prior to entering into any such Loans).

9.   Representations.    Each party to this Agreement hereby makes the following
representations and warranties, which shall continue during the term of any Loan
hereunder:

9.1.  Each  party hereto represents and warrants that (a) it has  the  power  to
execute and deliver this Agreement, to enter into the Loans contemplated  hereby
and  to perform its obligations hereunder; (b) it has taken all necessary action
to  authorize  such execution, delivery and performance; and (c) this  Agreement
constitutes  a  legal, valid and binding obligation enforceable  against  it  in
accordance with its terms.
9.2. Each party hereto represents and warrants that the execution, delivery and
performance by it of this Agreement and each Loan hereunder will at all times
comply with all applicable laws and regulations including those of applicable
regulatory and self-regulatory organizations.
9.3. Each party hereto represents and warrants that it has not relied on the
other for any tax or accounting advice concerning this Agreement and that it has
made its own determination as to the tax and accounting treatment of any Loan
and any dividends, remuneration or other funds received hereunder.
9.4. Borrower represents and warrants that it is acting for its own account.
Lender represents and warrants that it is acting for its own account unless it
expressly specifies otherwise in writing and complies with Section 10.3(b).
9.5. Borrower represents and warrants that (a) it has, or will have at the time
of transfer of any Collateral, the right to grant a first security interest
therein subject to the terms and conditions hereof, and (b) it (or the person to
whom it relends the Loaned Securities) is borrowing or will borrow the Loaned
Securities (except for Loaned Securities that qualify as "exempted securities"
under Regulation T of the Board of Governors of the Federal Reserve System) for
the purpose of making delivery of such securities in the case of short sales,
failure to receive securities required to be delivered, or as otherwise
permitted pursuant to Regulation T as in effect from time to time.
9.6. Lender represents and warrants that it has, or will have at the time of
transfer of any Loaned Securities, the right to transfer the Loaned Securities
subject to the terms and conditions hereof.

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10.  Covenants.

10.1.     Each party hereto agrees and acknowledges that (a) each Loan hereunder
is  a  "securities contract," as such term is defined in Section 741(7) of Title
11  of  the  United  States Code (the "Bankruptcy Code"),  (b)  each  and  every
transfer  of funds, securities and other property under this Agreement and  each
Loan  hereunder is a "settlement payment" or a "margin payment," as  such  terms
are  used in Sections 362(b)(6) and 546(e) of the Bankruptcy Code, and  (c)  the
rights  given  to  Borrower and Lender hereunder upon a  Default  by  the  other
constitute the right to cause the liquidation of a securities contract  and  the
right  to  set  off  mutual  debts and claims in connection  with  a  securities
contract, as such terms are used in Sections 555 and 362(b)(6) of the Bankruptcy
Code.  Each party hereto further agrees and acknowledges that if a party  hereto
is  an  "insured depository institution," as such term is defined in the Federal
Deposit  Insurance  Act,  as amended ("FDIA"), then each  Loan  hereunder  is  a
"securities  contract" and "qualified financial contract,"  as  such  terms  are
defined in the FDIA and any rules, orders or policy statements thereunder.
10.2.     Borrower agrees to be liable as principal with respect to its
obligations hereunder.
10.3.     Lender agrees either (a) to be liable as principal with respect to its
obligations hereunder or (b) to execute and comply fully with the provisions of
Annex I (the terms and conditions of which Annex are incorporated herein and
made a part hereof).
10.4.     Promptly upon (and in any event within seven (7) Business Days after)
demand by Lender, Borrower shall furnish Lender with Borrower's most recent
publicly-available financial statements and any other financial statements
mutually agreed upon by Borrower and Lender. Unless otherwise agreed, if
Borrower is subject to the requirements of Rule 17a-5(c) under the Exchange Act,
it may satisfy the requirements of this Section by furnishing Lender with its
most recent statement required to be furnished to customers pursuant to such
Rule.
10.5.     Except to the extent required by applicable law or regulation or as
otherwise agreed, Borrower and Lender agree that Loans hereunder shall in no
event be "exchange contracts" for purposes of the rules of any securities
exchange and that Loans hereunder shall not be governed by the buy-in or similar
rules of any such exchange, registered national securities or other self-
regulatory organization.

11.   Events  of  Default.    All Loans hereunder may,  at  the  option  of  the
nondefaulting  party exercised by notice to the defaulting party  (which  option
shall  be  deemed to have been exercised even if no notice is given, immediately
upon  the  occurrence  of  an  event specified in  subsection  11.5  below),  be
terminated  immediately upon the occurrence of any one or more of the  following
events (individually, a "Default"):

11.1.      if  any  Loaned Securities shall not be transferred  to  Lender  upon
termination of the Loan as required by Section 5;
11.2.     if any Collateral shall not be transferred to Borrower upon
termination of the Loan as required by Sections 3.3 and 5;
11.3.     if either party shall fail to transfer Collateral as required by
Section 8;
11.4.     if either party (i) shall fail to transfer to the other party amounts
in respect of distributions required to be transferred by Section 7, (ii) shall
have received notice of such failure from the non-defaulting party, and (iii)
shall not have cured such default by the Cutoff Time on the next day after such
notice on which a transfer of cash may be effected in accordance with Section
16;
11.5.     if (i) either party shall commence as debtor any case or proceeding
under any bankruptcy, insolvency, reorganization, liquidation, dissolution or
similar law, or seek the appointment of a receiver, conservator, trustee,
custodian or similar official for such party or any substantial part of its
property, (ii) any such case or proceeding shall be commenced against either
party, or another shall seek such an appointment, or any application shall be
filed against either party for a protective decree under the provisions of the
Securities Investor Protection Act of 1970, which (A) is consented to or not
timely contested by such party, (B) results in the entry of an order for relief,
such an appointment, the issuance of such a protective decree or the entry of an
order having a similar effect, or (C) is not dismissed within 15 days, (iii)
either party shall make a general assignment for the benefit of creditors, or
(iv) either party shall admit in writing its inability to pay its debts as they
become due;
11.6.     if either party shall have been suspended or expelled from membership
or participation in any national securities exchange or registered national
securities association of which it is a member or other self-regulatory
organization to whose rules it is subject or if it is suspended from dealing in
securities by any federal or state government agency thereof;
11.7.     if either party shall have its license, charter, or other
authorization necessary to conduct a material portion of its business withdrawn,
suspended or revoked by any applicable federal or state government or agency
thereof;
11.8.     if any representation made by either party in respect of this
Agreement or any Loan or Loans hereunder shall be incorrect or untrue in any
material respect during the term of any Loan hereunder;
11.9.     if either party notifies the other, orally or in writing, of its
inability to or its intention not to perform its obligations hereunder or
otherwise disaffirms, rejects or repudiates any of its obligations hereunder; or
11.10.    if either party (i) shall fail to perform any material obligation
under this Agreement not specifically set forth in clauses 11.1 through 11.9
above, including but not limited to the payment of fees as required by Section
4, and the payment of transfer taxes as required by Section 14, (ii) shall have
received notice of such failure from the non-defaulting party and (iii) shall
not have cured such failure by the Cutoff Time on the next day after such notice
on which a transfer of cash may be effected under Section 16.

12.   Lender's  Remedies.   Upon the occurrence of a Default  under  Section  11
entitling  Lender to terminate all Loans hereunder, Lender shall have the  right
(without further notice to Borrower), in addition to any other remedies provided
herein  or  under  applicable  law, (a) to purchase  a  like  amount  of  Loaned
Securities  ("Replacement  Securities")  in  the  principal  market   for   such
securities  in  a commercially reasonable manner, (b) to sell any Collateral  in
the principal market for such Collateral in a commercially reasonable manner and
(c)  to apply and set off the Collateral and any proceeds thereof (including any
amounts  drawn under a letter of credit supporting any Loan) against the payment
of  the  purchase price for such Replacement Securities and any amounts  due  to
Lender  under Sections 4, 7, 14 and 17. In the event Lender shall exercise  such
rights,  Borrower's obligation to return a like amount of the Loaned  Securities
shall  terminate.  Lender may similarly apply the Collateral  and  any  proceeds
thereof to any obligation of Borrower under this Agreement, including Borrower's
obligations with respect to distributions paid to Borrower (and not forwarded to
Lender)  in  respect of Loaned Securities. In the event that  (i)  the  purchase
price  of Replacement Securities (plus all other amounts, if any, due to  Lender
hereunder) exceeds (ii) the amount of the Collateral, Borrower shall  be  liable
to Lender for the amount of such excess together with interest thereon at a rate
equal  to (A) in the case of purchases of Foreign Securities, LIBOR, (B) in  the
case  of  purchases of any other securities (or other amounts, if  any,  due  to
Lender  hereunder),  the Federal Funds Rate or (C) such other  rate  as  may  be
specified in Schedule B, in each case as such rate fluctuates from day  to  day,
from  the  date  of such purchase until the date of payment of such  excess.  As
security  for Borrower's obligation to pay such excess, Lender shall  have,  and
Borrower  hereby  grants, a security interest in any property of  Borrower  then
held  by  or for Lender and a right of setoff with respect to such property  and
any  other  amount  payable  by  Lender  to  Borrower.  The  purchase  price  of
Replacement  Securities purchased under this Section 12 shall include,  and  the
proceeds  of  any  sale of Collateral shall be determined  after  deduction  of,
broker's  fees and commissions and all other reasonable costs, fees and expenses
related  to  such  purchase or sale (as the case may be). In  the  event  Lender
exercises  its  rights  under this Section 12, Lender  may  elect  in  its  sole
discretion, in lieu of purchasing all or a portion of the Replacement Securities
or  selling  all  or  a portion of the Collateral, to be deemed  to  have  made,
respectively, such purchase of Replacement Securities or sale of Collateral  for
an amount equal to the price therefor on the date of such exercise obtained from
a generally recognized source or the most recent closing bid quotation from such
a  source.  Subject  to  Section 19, upon the satisfaction  of  all  obligations
hereunder, any remaining Collateral shall be returned to Borrower.

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13.  Borrower's Remedies.     Upon the occurrence of a Default under Section  11
entitling  Borrower to terminate all Loans hereunder, Borrower  shall  have  the
right  (without  further notice to Lender), in addition to  any  other  remedies
provided  herein  or  under applicable law, (a) to purchase  a  like  amount  of
Collateral  ("Replacement  Collateral")  in  the  principal  market   for   such
Collateral in a commercially reasonable manner, (b) to sell a like amount of the
Loaned  Securities in the principal market for such securities in a commercially
reasonable  manner  and (c) to apply and set off the Loaned Securities  and  any
proceeds  thereof  against  (i)  the payment of  the  purchase  price  for  such
Replacement  Collateral (ii) Lender's obligation to return  any  cash  or  other
Collateral and (iii) any amounts due to Borrower under Sections 4, 7 and 17.  In
such  event,  Borrower may treat the Loaned Securities as its own  and  Lender's
obligation to return a like amount of the Collateral shall terminate;  provided,
however,  that Lender shall immediately return any letters of credit  supporting
any  Loan  upon  the exercise or deemed exercise by Borrower of its  termination
rights under Section 11. Borrower may similarly apply the Loaned Securities  and
any  proceeds  thereof to any other obligation of Lender under  this  Agreement,
including Lender's obligations with respect to distributions paid to Lender (and
not  forwarded to Borrower) in respect of Collateral. In the event that (i)  the
sales  price received from such Loaned Securities is less than (ii) the purchase
price of Replacement Collateral (plus the amount of any cash or other Collateral
not  replaced  by  Borrower  and all other amounts,  if  any,  due  to  Borrower
hereunder),  Lender  shall be liable to Borrower for  the  amount  of  any  such
deficiency, together with interest on such amounts at a rate equal to (A) in the
case  of Collateral consisting of Foreign Securities, LIBOR, (B) in the case  of
Collateral consisting of any other securities (or other amounts due, if any,  to
Borrower  hereunder), the Federal Funds Rate or (C) such other rate  as  may  be
specified  in Schedule B in each case as such rate fluctuates from day  to  day,
from  the  date  of such sale until the date of payment of such  deficiency.  As
security for Lender's obligation to pay such deficiency, Borrower shall have and
Lender hereby grants, a security interest in any property of Lender then held by
or  for  Borrower  and a right of setoff with respect to such property  and  any
other  amount  payable  by  Borrower  to  Lender.  The  purchase  price  of  any
Replacement  Collateral purchased under this Section 13 shall include,  and  the
proceeds  of  any sale of Loaned Securities shall be determined after  deduction
of,  broker's  fees  and commissions and all other reasonable  costs,  fees  and
expenses  related to such purchase or sale (as the case may be).  In  the  event
Borrower exercises its rights under this Section 13, Borrower may elect  in  its
sole  discretion,  in  lieu of purchasing all or a portion  of  the  Replacement
Collateral or selling all or a portion of the Loaned Securities, to be deemed to
have  made,  respectively, such purchase of Replacement Collateral  or  sale  of
Loaned Securities for an amount equal to the price therefor on the date of  such
exercise obtained from a generally recognized source or the most recent  closing
bid  quotation from such a source. Subject to Section 19, upon the  satisfaction
of  all  Lender's  obligations hereunder, any remaining  Loaned  Securities  (or
remaining  cash proceeds thereof) shall be returned to Lender. Without  limiting
the foregoing, the parties hereto agree that they intend the Loans hereunder  to
be loans of securities. If, however, any Loan is deemed to be a loan of money by
Borrower to Lender, then Borrower shall have, and Lender shall be deemed to have
granted, a security interest in the Loaned Securities and the proceeds thereof.

14.   Transfer Taxes.     All transfer taxes with respect to the transfer of the
Loaned  Securities  by  Lender  to  Borrower and  by  Borrower  to  Lender  upon
termination of the Loan shall be paid by Borrower.

15.  Market Value.

15.1.     Unless otherwise agreed, if the principal market for the securities to
be  valued is a national securities exchange in the United States, their  market
value  shall  be  determined by their last sale price on such  exchange  on  the
preceding  Business Day or, if there was no sale on that day, by the  last  sale
price  on  the  next preceding Business Day on which there was a  sale  on  such
exchange,  all  as  quoted on the Consolidated Tape or, if  not  quoted  on  the
Consolidated Tape, then as quoted by such exchange.
15.2.     Except as provided in Section 15.3 or 15.4 or as otherwise agreed, if
the principal market for the securities to be valued is the over-the-counter
market, their market value shall be determined as follows. If the securities are
quoted on the National Association of Securities Dealers Automated Quotations
System ("NASDAQ"), their market value shall be the closing sale price on NASDAQ
on the preceding Business Day or, if the securities are issues for which last
sale prices are not quoted on NASDAQ, the closing bid price on such day.  If the
securities to be valued are not quoted on NASDAQ, their market value shall be
the highest bid quotation as quoted in any of The Wall Street Journal, the
National Quotation Bureau pink sheets, the Salomon Brothers quotation sheets,
quotations sheets of registered market makers and, if necessary, dealers'
telephone quotations on the preceding Business Day. In each case, if the
relevant quotation did not exist on such day, then the relevant quotation on the
next preceding Business Day in which there was such a quotation shall be the
market value.
15.3.     Unless otherwise agreed, if the securities to be valued are Government
Securities, their market value shall be the average of the bid and ask prices as
quoted on Prophesy at 3:30 P.M. New York time on the Business Day preceding the
date on which such determination is made. If the securities are not so quoted on
such day, their market value shall be determined as of the next preceding
Business Day on which they were so quoted. If the securities to be valued are
Government Securities that are not quoted on Prophesy, their market value shall
be determined as of the close of business on the preceding Business Day in
accordance with market practice for such securities.
15.4.     Unless otherwise agreed, if the securities to be valued are Foreign
Securities, their market value shall be determined as of the close of business
on the preceding Business Day in accordance with market practice in the
principal market for such securities.
15.5.     Unless otherwise agreed, the market value of a letter of credit shall
be the undrawn amount thereof.
15.6.     All determinations of market value under Sections 15.1, 15.2, 15.3,
and 15.4 shall include, where applicable, accrued interest to the extent not
already included therein (other than any interest transferred to the other party
pursuant to Section 7), unless market practice with respect to the valuation of
such securities in connection with securities loans is to the contrary. All
determinations of market value that are required to be made at the close of
trading on any Business Day pursuant to Section 8 or otherwise hereunder shall
be made as if being determined at the commencement of trading on the next
Business Day. The determinations of market value provided for in this Section 15
shall apply for all purposes under this Agreement, except for purposes of
Sections 12 and 13.

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16.  Transfers.

16.1.      All  transfers  of  securities hereunder shall  by  be  (a)  physical
delivery  of  certificates  representing  such  securities  together  with  duly
executed  stock  and bond transfer powers, as the case may be,  with  signatures
guaranteed by a bank or a member firm of the New York Stock Exchange, Inc.,  (b)
transfer  on  the books of a Clearing Organization, or (c) such other  means  as
Borrower  and  Lender may agree. In every transfer of securities hereunder,  the
transferor  shall  take  all steps necessary (i) to effect  a  "transfer"  under
Section  8-313  of  the New York Uniform Commercial Code or,  where  applicable,
under any U.S. federal regulation governing transfers of securities and (ii)  to
provide  the transferee with comparable rights under any applicable foreign  law
or regulation.
16.2.     All transfers of cash Collateral hereunder shall be by (a) wire
transfer in immediately available, freely transferable funds or (b) such other
means as Borrower and Lender may agree. All other transfers of cash hereunder
shall be made in accordance with the preceding sentence or by delivery of a
certified or official bank check representing next-day New York Clearing House
Funds.
16.3.     All transfers of a letter of credit from Borrower to Lender shall be
made by physical delivery to Lender of an irrevocable letter of credit issued by
a "bank" as defined in Section 3(a)(6)(A)-(C) of the Exchange Act. Transfer of a
letter of credit from Lender to Borrower shall be made by causing such letter of
credit to be returned or by causing the amount of such letter of credit to be
reduced to the amount required after such transfer.
16.4.     A transfer of securities, cash or letters of credit may be effected
under this Section 16 on any day except (a) a day on which the transferee is
closed for business at its address set forth in Schedule A hereto or (b) a day
on which a Clearing Organization or wire transfer system is closed, if the
facilities of such Clearing Organization or wire transfer system are required to
effect such transfer.

17.  Contractual Currency.

17.1.      Borrower  and  Lender agree that: (a) any payment  in  respect  of  a
distribution  under  Section  7  shall be made in  the  currency  in  which  the
underlying distribution of cash was made; (b) any return of cash shall  be  made
in  the  currency in which the underlying transfer of cash was made and (c)  any
other payment of cash in connection with a Loan under this Agreement shall be in
the  currency  agreed upon by Borrower and Lender in connection with  such  Loan
(the  currency established under clause (a), (b) or (c) hereinafter referred  to
as  the "Contractual Currency"). Notwithstanding the foregoing, the payee of any
such  payment  may, at its option, accept tender thereof in any other  currency;
provided,  however,  that,  to  the  extent permitted  by  applicable  law,  the
obligation  of  the payor to make such payment will be discharged  only  to  the
extent  of  the  amount of Contractual Currency that such payee may,  consistent
with  normal  banking  procedures,  purchase with  such  other  currency  (after
deduction  of  any  premium  and costs of exchange)  on  the  banking  day  next
succeeding its receipt of such currency.
17.2.     If for any reason the amount in the Contractual Currency received
under Section 17.1, including amounts received after conversion of any recovery
under any judgment or order expressed in a currency other than the Contractual
Currency, falls short of the amount in the Contractual Currency due in respect
of this Agreement, the party required to make the payment will (unless a Default
has occurred and such party is the non-defaulting party) as a separate and
independent obligation and to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall.
17.3.     If for any reason the amount in the Contractual Currency received
under Section 17.1 exceeds the amount in the Contractual Currency due in respect
of this Agreement, then the party receiving the payment will (unless a Default
has occurred and such party is the non-defaulting party) refund promptly the
amount of such excess.

18.  [INTENTIONALLY DELETED]

19.   Single Agreement.  Borrower and Lender acknowledge that, and have  entered
into this Agreement in reliance on the fact that, all Loans hereunder constitute
a  single  business and contractual relationship and have been entered  into  in
consideration of each other. Accordingly, Borrower and Lender hereby agree  that
payments,  deliveries and other transfers made by either of them in  respect  of
any  Loan  shall  be  deemed  to have been made in  consideration  of  payments,
deliveries and other transfers in respect of any other Loan hereunder,  and  the
obligations  to  make any such payment, deliveries and other  transfers  may  be
applied  against  each  other  and  netted. In  addition,  Borrower  and  Lender
acknowledge that, and have entered into this Agreement in reliance on  the  fact
that, all Loans hereunder have been entered into in consideration of each other.
Accordingly, Borrower and Lender hereby agree that (a) each shall perform all of
its  obligations in respect of each Loan hereunder, and that a  default  in  the
performance  of  any such obligation by Borrower or by Lender  (the  "Defaulting
Party") in any Loan hereunder shall constitute a default by the Defaulting Party
under  all  such  Loans  hereunder, and (b) the non-defaulting  party  shall  be
entitled to set off claims and apply property held by it in respect of any  Loan
hereunder against obligations owing to it in respect of any other Loan with  the
Defaulting Party.

20.   APPLICABLE  LAW.   THIS  AGREEMENT SHALL  BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

21.   Waiver.   The failure of a party to this Agreement to insist  upon  strict
adherence  to any term of this Agreement on any occasion shall not be considered
a  waiver  or  deprive that party of the right thereafter to insist upon  strict
adherence  to  that  term or any other term of this Agreement.  All  waivers  in
respect of a Default must be in writing.

22.   Remedies.  All remedies hereunder and all obligations with respect to  any
Loan  shall  survive  the  termination of the relevant Loan,  return  of  Loaned
Securities or Collateral and termination of this Agreement.

23.   Notices and Other Communications.  Unless another address is specified  in
writing by the respective party to whom any notice or other communication is  to
be  given  hereunder, all such notices or communications shall be in writing  or
confirmed  in  writing and delivered at the respective addresses  set  forth  in
Schedule  A attached hereto. All notices shall be effective upon actual receipt,
provided, however, that if any notice shall be received by a party on a  day  on
which  such party is not open for business at its office located at the  address
set  forth  in Schedule A, such notice shall be deemed to have been received  by
such  party  at the opening of business on the next day on which such  party  is
open for business at such address.

24.  SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

24.1.      EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY (A) SUBMITS TO  THE
NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE  COURT
SITTING  IN  NEW YORK CITY, AND ANY APPELLATE COURT FROM ANY SUCH COURT,  SOLELY
FOR  THE  PURPOSE  OF  ANY  SUIT, ACTION OR PROCEEDING BROUGHT  TO  ENFORCE  ITS
OBLIGATIONS  HEREUNDER  OR RELATING IN ANY WAY TO THIS  AGREEMENT  OR  ANY  LOAN
HEREUNDER  AND (B) WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO  SO,  ANY
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING
IN  ANY  SUCH  COURT AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF  ITS  PLACE  OF
RESIDENCE OR DOMICILE.
24.2.     EACH PARTY HERETO IRREVOCABLY WAIVES ANY RIGHT THAT IT MAY HAVE TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

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25.   Miscellaneous.  This Agreement supersedes any other agreement between  the
parties hereto concerning loans of securities between Borrower and Lender.  This
Agreement  shall  not  be  assigned by either party without  the  prior  written
consent  of  the other party and any attempted assignment without  such  consent
shall  be  null  and  void. Subject to the foregoing, this  Agreement  shall  be
binding  upon and shall ensure to the benefit of Borrower and Lender  and  their
respective heirs, representatives, successors and assigns. This Agreement may be
terminated  by  either party upon written notice to the other, subject  only  to
fulfillment  of any obligations then outstanding. This Agreement  shall  not  be
modified,  except by an instrument in writing signed by the party  against  whom
enforcement  is  sought.  The  parties hereto acknowledge  and  agree  that,  in
connection with this Agreement and each Loan hereunder, time is of the  essence.
Each provision and agreement herein shall be treated as separate and independent
from  any  other  provision herein and shall be enforceable notwithstanding  the
unenforceability of any such other provision or agreement.

26.  Definitions.  For the purposes hereof:

26.1.      "Broker-Dealer" shall mean any person that is a broker  (including  a
municipal  securities broker), dealer, municipal securities  dealer,  government
securities  broker or government securities dealer as defined  in  the  Exchange
Act,  regardless of whether the activities of such person are conducted  in  the
United  States or otherwise require such person to register with the  Securities
and Exchange Commission or other regulatory body.
26.2.     "Business Day" shall mean, with respect to any Loan hereunder, a day
on which regular trading occurs in the principal market for the Loaned
Securities subject to such Loan, provided, however, that for purposes of Section
15, such term shall mean a day on which regular trading occurs in the principal
market for the securities whose value is being determined. Notwithstanding the
foregoing, (i) for purposes of Section 8, "Business Day" shall mean any day on
which regular trading occurs in the principal market for any Loaned Securities
or for any securities Collateral under any outstanding Loan hereunder and "next
Business Day" shall mean the next day on which a transfer of Collateral may be
effected in accordance with Section 16; and (ii) in no event shall a Saturday or
Sunday be considered a Business Day.
26.3.     "Clearing Organization" shall mean The Depository Trust Company, or,
if agreed to by Borrower and Lender, such other clearing agency at which
Borrower (or Borrower's agent) and Lender (or Lender's agent) maintain accounts,
or a book-entry system maintained by a Federal Reserve Bank.
26.4.     "Collateral" shall mean, whether now owned or hereafter acquired and
to the extent permitted by applicable law, (a) any property which Borrower and
Lender agree shall be acceptable collateral prior to the Loan and which is
transferred to Lender pursuant to Section 3 or 8 (including as collateral, for
definitional purposes, any letters of credit mutually acceptable to Lender and
Borrower), (b) any property substituted therefor pursuant to Section 3.5, (c)
all accounts in which such property is deposited and all securities and the like
in which any cash collateral is invested or reinvested, and (d) any proceeds of
any of the foregoing. For purposes of return of Collateral by Lender or purchase
or sale of securities pursuant to Section 12 or 13, such term shall include
securities of the same issuer, class and quantity as the Collateral initially
transferred by Borrower to Lender.
26.5.     "Customer" shall mean any person that is a customer of Borrower under
Rule 15c3-3 under the Exchange Act or any comparable regulation of the Secretary
of the Treasury under Section 15C of the Exchange Act (to the extent that
Borrower is subject to such Rule or comparable regulation).
26.6.     "Cutoff Time" shall mean a time on a Business Day by which a transfer
of cash, securities or other property must be made by Borrower or Lender to the
other, as shall be agreed by Borrower and Lender in Schedule B or otherwise
orally or in writing or, in the absence of any such agreement, as shall be
determined in accordance with market practice.
26.7.     "Default" shall have the meaning assigned in Section 11.
26.8.     "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
26.9.     "Federal Funds Rate" shall mean the rate of interest (expressed as an
annual rate), as published in Federal Reserve Statistical Release H.15(519) or
any publication substituted therefor, charged for federal funds (dollars in
immediately available funds borrowed by banks on an overnight unsecured basis)
on that day or, if that day is not a banking day in New York City, on the next
preceding banking day.
26.10.    "Foreign Securities" shall mean, unless otherwise agreed, securities
that are principally cleared and settled outside the United States.
26.11.    "Government Securities" shall mean government securities as defined in
Section 3(a)(42)(A)-(C) of the Exchange Act.
26.12.    "LIBOR" shall mean for any date, the offered rate for deposits in U.S.
dollars for a period of three months which appears on the Reuters Screen LIBO
page as of 11:00 A.M., London time, on such date (or, if at least two such rates
appear, the arithmetic mean of such rates).
26.13.    "Loan" shall mean a loan of securities hereunder.
26.14.    "Loaned Security" shall mean any security which is a security as
defined in the Exchange Act, transferred in a Loan hereunder until such security
(or an identical security) is transferred back to Lender hereunder, except that,
if any new or different security shall be exchanged for any Loaned Security by
recapitalization, merger, consolidation or other corporate action, such new or
different security shall, effective upon such exchange, be deemed to become a
Loaned Security in substitution for the former Loaned Security for which such
exchange is made. For purposes of return of Loaned Securities by Borrower or
purchase or sale of securities pursuant to Section 12 or 13, such term shall
include securities of the same issuer, class and quantity as the Loaned
Securities, as adjusted pursuant to the preceding sentence.
26.15.    "Plan" shall mean (a) any "employee benefit plan" as defined in
Section 3(3) of the Employee Retirement Income Security Act of 1974 which is
subject to Part 4 of Subtitle B of Title I of such Act; (b) any "plan" as
defined in Section 4975(e)(1) of the Internal Revenue Code of 1986 or (c) any
entity the assets of which are deemed to be assets of any such "employee benefit
plan" or "plan" by reason of the Department of Labor's plan asset regulation, 29
C.F.R. Section 2510.3-101.

Prime Dealer Services         FINANCIAL INSTITUTION
Corp.                         PARTNERS, LTD.

By:                           By:  /s/ Richard J. Perry, Jr.
Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
Title: [SIG_POSITION1]        Title: Manager of GP

Page 77 of 82

    78

                                   Schedule A

                     NAMES AND ADDRESSES FOR COMMUNICATIONS

Prime Dealer Services Corp.

          1221 Avenue of the Americas
          New York, NY 10020

          Attention:     Ms. Kathleen Mooney, Vice  President

          Tel.:(212) 762-5101
               Fax: (212) 762-9519

Financial Institution Partners, LTD.

          1824 Jefferson Place, NW
          Washington, DC 20036

          Tel.:     (202) 822-8117
          Fax:      (202) 822-8365

                                   Schedule B

                    DEFINED TERMS AND SUPPLEMENTAL PROVISIONS

Cutoff Time(s)

                                    ANNEX II

                        Supplemental Terms and Conditions

The  following  Supplemental Terms and Conditions (the "Supplement")  supplement
and  amend the Master Securities Loan Agreement (the "Agreement") dated  between
Prime Dealer Services Corp. and :

2.    The  phrase "and for any other obligation of Borrower to Lender" shall  be
deleted  from  the  first sentence of Section 3.2 of the  Agreement.  The  words
"securities   intermediary"  shall  be  inserted  after  the  words   "financial
intermediary" in the last sentence of Section 3.2.

2.    The term "substituted Collateral" in first sentence of Section 3.5 of  the
Agreement  after  the phrases "provided however that such"  and  "the  aggregate
market  value  of  such", shall be changed to "substitute  Collateral"  in  both
instances, and the phrase "(or other Collateral acceptable to Lender)" shall  be
inserted  after the words "substitute letter of credit" in the last sentence  of
such Section.

3.    The  phrase  "market or" shall be inserted after the words "based  on  the
aggregate" in first sentence of Section 4.1 of the Agreement and the phrase  "as
agreed"  shall be inserted after the words "par value" in the first sentence  of
such Section.

4.    The word "such" shall be inserted after the phrase "by the transfer of" in
the  first sentence of Section 7.2 of the Agreement and the phrase "in an amount
equal  to  such cash distribution," shall be deleted from the first sentence  of
such Section.

5.    The word "such" shall be inserted after the phrase "by the transfer of" in
second  sentence of Section 7.3 of the Agreement and the phrase, "in  an  amount
equal  to such cash distribution," shall be deleted from the second sentence  of
such Section.

6.    The sentence "Non-cash distributions received by Lender shall be added  to
the  Collateral on the date of distribution and shall be considered such for all
purposes,  except  that  if  the  Loan has terminated,  Lender  shall  forthwith
transfer the same to Borrower," shall be inserted at the end of Section  7.3  of
the Agreement.

7.   The phrase "Subject to Section 7.4 (d)," shall be inserted at the beginning
of Section 9.3 of the Agreement.

8.    The  phrase "and such suspension or expulsion shall have a material effect
on  such parties' ability to perform hereunder" shall be inserted at the end  of
Section 11(f) of the Agreement.

9.   Unless otherwise agreed, the Margin Percentage shall be as follows:
(a)US and Canadian exchange traded equity securities:                      100%
(b)Non-US and Non-Canadian exchange traded equity securities:              100%
(c)  All fixed income securities:                                          100%

10.  When Borrower gives other than cash Collateral, Fees shall be calculated in
accordance  with Section 4, except that Fees shall be based on the Market  Value
of  Loaned  Securities plus accrued and unpaid interest to  the  extent  accrued
interest is not included in the market value of the Loaned Securities.

11.  The  second sentence in Section 5 ("Termination of Loan") is hereby deleted
     and restated as follows:

      "The  termination date established by a termination notice given by Lender
to  Borrower  shall be a date no earlier than the standard settlement  date  for
trades  of the Loaned Securities entered into on the date of such notice,  which
date shall, unless Borrower and Lender agree to the contrary, be (i) in the case
of  Government Securities, the next Business Day following such notice and  (ii)
in the case of all other securities, the number of Business Days in the standard
securities settlement cycle in the United States as defined in Rule 15c6-1 under
the  Securities  Exchange  Act of 1934 (currently  three  days)  following  such
notice."

12.  THIS SUPPLEMENT SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF  THE  STATE  OF  NEW  YORK WITHOUT GIVING EFFECT  TO  THE  CONFLICT  OF  LAWS
PRINCIPLES THEREOF.

Except  as otherwise set forth herein, the Agreement shall remain unchanged  and
in  full force and effect. From and after the date hereof, any reference to  the
Agreement shall be a reference to the Agreement as amended hereby.

Prime Dealer Services         FINANCIAL INSTITUTION
Corp.                              PARTNERS, LTD.

By:                           By:  /s/ Richard J. Perry, Jr.
Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
Title: [SIG_POSITION1]        Title: Manager

Page 78 of 82

    79
                                    ANNEX III

                        Supplemental Terms and Conditions

     The   following   Supplemental  Terms  and  Conditions  (the  "Supplement")
supplement  and  amend  the Master Securities Loan Agreement  (the  "Agreement")
dated  as  of   between Prime Dealer Services Corp. ("Lender") and  ("Borrower")
unless  otherwise defined in Section 11.1 below, capitalized terms  used  herein
shall have the meanings assigned in the Agreement.

1.   Collateral and Mark to Market.

      1.1   Notwithstanding  anything  to the  contrary  in  the  Agreement,  in
connection with any Loan in which Lender is not a Customer, Borrower and  Lender
may  agree,  as provided in Section 10.2 hereof, that the market  value  of  the
Collateral, if any, transferred by Borrower to Lender, upon initial transfer and
for  purposes of any mark to market or similar provision of the Agreement, shall
be  equal to a percentage of the market value of the Loaned Securities  that  is
less  than 100%; provided, however, that in the event that the writing or  other
confirmation  evidencing such agreement does not set out  such  percentage  with
respect to any such Loan, such percentage shall not, for purposes of any mark to
market  or similar provision of the Agreement, be less than the percentage  that
is  obtained by dividing (i) the market value of the Collateral required  to  be
transferred  by Borrower to Lender with respect to such Loan at the commencement
of  the  Loan by (ii) the market value of the Loaned Securities required  to  be
transferred by Lender to Borrower at the commencement of the Loan.

     1.2   The Collateral transferred by Borrower to Lender under the Agreement,
as  well  as  any  other property transferred by Borrower to Lender  or  any  of
Lender's  Affiliates  as security for any other obligations  or  liabilities  of
Borrower to Lender or any of Lender's Affiliates, shall be security for any  and
all  obligations or liabilities of Borrower with respect to the  Agreement,  for
any  Loan  and  for  any other agreement or transaction between  Lender  or  any
Affiliate of Lender and Borrower, now existing or hereafter arising.

2.   Permitted Purpose.

     2.1   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect  to  any Loan of an Equity Security, Borrower and Lender may  agree,  as
provided in Section 10.2 hereof, that Borrower shall not be deemed to have  made
any  representation  or  warranty  to Lender regarding  the  purpose  for  which
Borrower  is  borrowing  or will borrow the Loaned Security,  including  without
limitation  any  representation or warranty regarding  the  use  of  the  Loaned
Security  by it (or the person to whom it relends the Loaned Security)  for  the
purpose of making delivery of such security in the case of a short sale, failure
to  receive securities required to be delivered or otherwise.  By entering  into
any such agreement, Lender shall be deemed to have represented and warranted  to
Borrower  (which representation and warranty shall be deemed to be  repeated  on
each  day  during the term of such Loan) that Lender is either (i) an  "exempted
borrower"  within  the meaning of Regulation T or (ii) a member  of  a  national
securities  exchange or a broker or dealer registered with  the  Securities  and
Exchange Commission that is entering into such Loan to finance its activities as
a market maker or an underwriter.

     2.2   Notwithstanding  anything  to the contrary  in  the  Agreement,  with
respect to any Loan of a security that is not an Equity Security, Borrower shall
not  be  deemed to have made any representation or warranty to Lender  regarding
the  purpose for which Borrower is borrowing or will borrow the Loaned Security,
including without limitation any representation or warranty regarding the use of
the Loaned Security by it (or the person to whom it relends the Loaned Security)
for the purpose of making delivery of such security in the case of a short sale,
failure to receive securities required to be delivered or otherwise.

3.    Termination and Rights in Respect of Collateral.  Notwithstanding anything
to  the  contrary  in the Agreement, if under the Agreement Lender  may  pledge,
repledge,  hypothecate, rehypothecate, lend, relend, sell or otherwise  transfer
the Collateral, or re-register Collateral evidenced by physical certificates  in
any name other than Borrower's:

(e)  Borrower may not terminate a Loan, if the Collateral for such Loan includes
securities  other  than  Government Securities, except  on  a  termination  date
established  by  notice  given to Lender prior to the close  of  business  on  a
Business  Day; the date established by such termination notice given by Borrower
to  Lender  shall  be  a date no earlier than the standard settlement  date  for
trades  of  such Collateral entered into on the date of such notice, which  date
shall,  unless Borrower and Lender agree to the contrary, be the third  Business
Day following such notice; and
(f)  Borrower waives the right to vote, or to provide any consent or take any
similar action with respect to, any Collateral in the event that the record date
or deadline for such vote, consent or other action falls during the term of a
Loan and such Collateral is not required to be returned to Borrower pursuant to
any substitution, mark to market or similar provision of the Agreement.

4.   Dividends, Distributions, Etc.

      4.1   Notwithstanding anything to the contrary in the Agreement,  Borrower
shall  be  entitled  to  receive all distributions made  on  or  in  respect  of
Collateral  transferred to Lender which are not otherwise received by  Borrower,
to  the  full  extent it would be so entitled if such Collateral  had  not  been
transferred  to  Lender, including, but not limited to (a) cash  and  all  other
property, (b) stock dividends, (c) securities received as a result of split  ups
of  such Collateral and distributions in respect thereof, (d) interest payments,
and (e) all rights to purchase additional securities.

Page 79 of 82

    80

      4.2   Any  cash  distributions made on or in respect of Collateral,  which
Borrower is entitled to receive pursuant to Section 4.1 hereof, shall be treated
in  accordance  with the Agreement.  Non-cash distributions received  by  Lender
shall  be  added  to  the Collateral on the date of distribution  and  shall  be
considered  such  for  all purposes, except that if each Loan  secured  by  such
Collateral has terminated, Lender shall forthwith transfer the same to Borrower.

5.    Transfer.  Notwithstanding anything to the contrary in the Agreement,  all
transfers  by  either  Borrower  or Lender of Loaned  Securities  or  Collateral
consisting  of  "financial assets" (within the meaning of the New  York  Uniform
Commercial  Code)  thereunder  shall be by  (a)  in  the  case  of  certificated
securities,  physical  delivery  of certificates  representing  such  securities
together with duly executed stock and bond transfer powers, as the case may  be,
with  signatures  guaranteed by a bank or a member firm of the  New  York  Stock
Exchange,  Inc.,  (b)  registration  of  an  uncertificated  security   in   the
transferee's  name  by  the  issuer  of such uncertificated  security,  (c)  the
crediting  by  a  securities  intermediary  of  such  financial  assets  to  the
transferee's securities account maintained with such securities intermediary, or
(d)  such  other means as Borrower and Lender may agree.  For the  avoidance  of
doubt, the parties agree and acknowledge that the term "securities", as used  in
the Agreement and herein, shall include any "security entitlements" with respect
to such securities (within the meaning of the New York Uniform Commercial Code),
and  that the terms "financial intermediary" and "clearing corporation", as used
in  the Agreement, shall mean a "securities intermediary" (within the meaning of
the New York Uniform Commercial Code).

6.    Representations and Warranties.  Each of the parties hereto (and,  in  the
case  of  a party acting as agent in accordance with the terms of the Agreement,
each  of its principals) represents and warrants that (a) it has full power  and
authority  to  execute and deliver this Supplement and to enter  into  any  Loan
contemplated  by  the  Agreement and to perform its obligations  thereunder,  as
supplemented  or  amended  herein; (b) it has  taken  all  necessary  action  to
authorize  such  execution, delivery and performance; and  (c)  this  Supplement
constitutes  a  legal, valid and binding obligation, enforceable against  it  in
accordance with its terms and the terms of the Agreement.

  7.     Events of Default.

      7.1  In addition to any events of default set forth in the Agreement,  the
occurrence of one or more of the following shall constitute an event of  default
under the Agreement:

(i)  if either party fails to perform any covenant or obligation required to  be
performed  by  it  hereunder or if any representation made by  either  party  in
respect  hereof shall be incorrect or untrue in any material respect during  the
term  of  any  Loan  under  the Agreement, as supplemented  or  amended  herein;
provided,  however,  that to the extent that Section 4  hereof  supplements  and
amends  any  provisions  in the Agreement governing the rights  of  Borrower  in
respect of distributions on Collateral, any such failure under Section 4  hereof
shall  constitute an event of default only after the expiration  of  the  notice
period, if any, specified in the Agreement with respect to the occurrence of  an
event of default for such a failure; or
(ii) if Borrower defaults or fails to perform with respect to any indebtedness
to Lender or any Affiliate of Lender or any other agreement or transaction
between Lender or any Affiliate of Lender and Borrower, now or hereafter
arising.

      7.2   In  addition to the remedies in events of default set forth  in  the
Agreement,  an  event  of default with respect to Borrower under  the  Agreement
shall  constitute  an  event of default (howsoever described)  under  all  other
agreements  and  transactions  between Lender or any  Affiliate  of  Lender  and
Borrower and, upon any event of default with respect to Borrower, Lender and any
Affiliate of Lender shall be entitled to:

(i)   cancel  and  otherwise liquidate and close out any transaction  under  any
other  agreement or transaction between Lender or any Affiliate  of  Lender  and
Borrower  without  prior  notice  to Borrower  or  any  other  party,  whereupon
Borrower,  as  the  case may be, shall be liable to Lender or the  Affiliate  of
Lender,  as  the case may be, for any resulting loss, damage, cost and  expense,
including  loss  equal to the amount Lender or the Affiliate of Lender,  as  the
case  may  be, would have to pay to enter into replacement transactions (whether
or  not  Lender or the Affiliate of Lender, as the case may be, enters into  any
such  replacement  transactions) and any damages  resulting  to  Lender  or  any
Affiliate  of  Lender from entering into or terminating hedge transactions  with
respect thereto; and
(ii) set off any obligation under any transaction under any agreement between
Lender or any Affiliate of Lender and Borrower (including any Loan under this
Agreement), including any payment or delivery obligation, of Lender or the
Affiliate of Lender, as the case may be, to Borrower against any obligation
under any transaction under any agreement between Lender and Borrower (including
any Loan under this Agreement), including any payment or delivery obligation, of
Borrower to Lender or the Affiliate of Lender, as the case may be.

8.    Transfer Taxes.  Unless otherwise agreed, all transfer taxes with  respect
to  the  transfer of Collateral by Borrower to Lender and by Lender to  Borrower
upon termination of the Loan or pursuant to any substitution, mark to market  or
similar provision of the Agreement shall be paid by Borrower.

9.    APPLICABLE  LAW.   THIS  SUPPLEMENT SHALL BE  GOVERNED  AND  CONSTRUED  IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT  TO  THE
CONFLICT OF LAW PRINCIPLES THEREOF.

Page 80 of 82

    81

10.  Definitions and Interpretations.

10.1  Notwithstanding anything to the contrary in the Agreement,  the  following
terms shall have the following meanings for purposes of this Supplement.

      "Affiliate"  shall  mean,  in  relation to  any  person,  (i)  any  entity
controlled,  directly  or  indirectly, by  the  person;  (ii)  any  entity  that
controls,  directly or indirectly, the person; or (iii) any entity  directly  or
indirectly  under  common  control  with  the  person.   For  purposes  of  this
definition,  "control" of any entity or person means ownership of a majority  of
the voting power of the entity or person.

"Collateral" shall have the meaning specified in the Agreement, except that,  if
any  new  or  different  security  shall be  exchanged  for  any  Collateral  by
recapitalization, merger, consolidation or other corporate action, such  new  or
different  security  shall, effective upon such exchange, be  deemed  to  become
Collateral in substitution for the former Collateral for which such exchange  is
made.

"Customer" shall mean any person that is a customer of Borrower under Rule 15c3-
3  under the Exchange Act or any comparable regulation of the Secretary  of  the
Treasury  under Section 15C of the Exchange Act (to the extent that Borrower  is
subject to such rule or comparable regulation).

"Equity Security" shall mean any security other than a "non-equity security", as
defined in Regulation T.

"Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

"Government Securities" shall mean "government securities" as defined in Section
3(a)(42)(A)-(C) of the Exchange Act.

"Plan" shall mean (i) any "employee benefit plan" as defined in Section 3(3)  of
the  Employee Retirement Income Security Act of 1974 which is subject to Part  4
of  Subtitle  B  of Title I of such Act; (ii) any "plan" as defined  in  Section
4975(e)(1) of the Internal Revenue Code of 1986; or (iii) any entity the  assets
of  which are deemed to be assets of any such "employee benefit plan" or  "plan"
by  reason of the Department of Labor's plan asset regulation, 29 C.F.R. Section
2510.3-101.

"Regulation T" shall mean Regulation T of the Board of Governors of the  Federal
Reserve System, as in effect from time to time.

          10.2      Any agreement between the parties pursuant to Section 1.1 or
Section 2.1 shall be made (i) in writing, (ii) orally, if confirmed promptly  in
writing  or  through  any system that compares Loans and in which  Borrower  and
Lender  are participants, or (iii) in such other manner as may be agreed by  the
parties in writing.

      11.       Notwithstanding anything contained in the Agreement, Lender  and
Borrower  agree that in effecting Loans transfers between Lender's  Account  and
Borrower's  Account are intended to be, and shall be deemed to be, simultaneous.
Notwithstanding  the  foregoing, if Lender has  failed  to  deliver  the  Loaned
Securities  to  Borrower's  Account  or  Borrower  has  failed  to  deliver  the
Collateral to Lender's Account by the applicable Cutoff time for such Loan, then
no  Loan  shall have occurred and Borrower (in the case of Lender's  failure  to
deliver)  or Lender (in the case of Borrower's failure to deliver),  shall  have
the  absolute right to the return of the Collateral or Loaned Securities, as the
case  may  be.   Until such Collateral or Loaned Securities are  redelivered  to
either  Borrower (in the case of Lender's failure to deliver) or Lender (in  the
case  of  Borrower's failure to deliver), the party that failed to deliver  such
Collateral  or  Loaned Securities shall hold such securities in escrow  for  the
other  party  and shall be required to pay to such party interest based  on  the
market value of the Collateral or Loaned Securities, as the case may be, (i)  in
the  case of foreign securities, at the LIBOR rate and (ii) in the case  of  any
other  securities, at the Federal Funds Rate, for each day that such  redelivery
obligation  remains  outstanding.   For  purposes  of  this  Paragraph  11,  the
following terms shall have the following meanings:

"Lender's  Account" shall mean the account maintained by Lender for the  deposit
of Collateral with respect to each Loan and, for such purposes, Lender's Account
shall be deemed to be a "securities account" within the meaning of the New  York
Uniform Commercial Code.  For purposes of this Amendment, Lender's Account shall
include any account for the deposit of cash in connection therewith.

"Borrower's  Account"  shall mean the account maintained  by  Borrower  for  the
deposit  of Loaned Securities with respect to each Loan and, for such  purposes,
Borrower's  Account  shall  be deemed to be a "securities  account"  within  the
meaning  of  the  New  York  Uniform Commercial  Code.   For  purposes  of  this
Amendment, Borrower's Account shall include any account for the deposit of  cash
in connection therewith.

           Except  as  otherwise  set forth herein, the Agreement  shall  remain
unmodified  and in full force and effect.  From and after the date  hereof,  any
reference to the Agreement shall be a reference to the Agreement as supplemented
and amended hereby.

     Prime Dealer Services         FINANCIAL INSTITUTION
     Corp.                         PARTNERS, LTD.

     By:                           By:  /s/ Richard J. Perry, Jr.
     Name: [SIG_NAME1]             Name:  Richard J. Perry, Jr. [SIG
     Title: [SIG_POSITION1]        Title: Manager

Page 81 of 82

    82

                                                                       EXHIBIT Q

Account  Control  Agreement,  dated  as  of  ,  among  Morgan  Stanley  &   Co.,
Incorporated  ("MS&Co."), Prime Dealer Services Corp. ("PDS") and  ("Customer").
Unless  otherwise defined herein, capitalized terms used herein shall  have  the
meanings  assigned in the Master Securities Loan Agreement dated   (the  "Master
Securities Loan Agreement").

PREAMBLE:

1.    MS&Co.,  in  its capacity as securities intermediary ("Intermediary")  has
established one or more securities accounts in the name of   (the "Account").

2.    PDS  may, from time to time, lend securities to Customer pursuant  to  the
Master Securities Loan Agreement.

3.    Customer  wishes to provide for the Account and all or a  portion  of  the
assets credited to the Account (the "Additional Collateral"), in addition to any
other  Collateral  transferred by Customer to PDS, to  serve  as  Collateral  in
connection  with  one  or  more  Loans or other  obligations  under  the  Master
Securities Loan Agreement.

4.    PDS,  Customer and MS&Co. (in its individual capacity and as Intermediary)
are  entering  into this Agreement to provide for the control of the  Additional
Collateral by PDS and to perfect the security interest of PDS therein.

TERMS:

Section  1.   The Account.  All parties agree that the Account is a  "securities
account" within the meaning of Article 8 of the Uniform Commercial Code  of  the
State of New York (the "UCC") and that all property held by Intermediary in  the
Account  will  be treated as financial assets under the UCC.  Intermediary  will
not  agree  with  any  third party to comply with entitlement  orders  or  other
directions concerning the Collateral held in the Account originated by any third
party without the prior written consent of PDS and Customer.

Section 2.  Collateral.  Notwithstanding anything to the contrary in the  Master
Securities Loan Agreement, in addition to Collateral transferred by Customer  to
PDS pursuant to Section 16 of the Master Securities Loan Agreement and Section 5
of  Annex III thereto, Additional Collateral held by MS&Co. in the Account shall
constitute  Collateral  for  purposes of the Master Securities  Loan  Agreement,
subject  to  the  security  interest and all  other  rights  of  PDS  as  Lender
thereunder.   In  such event, notwithstanding anything to the  contrary  in  the
Master  Securities Loan Agreement, such Additional Collateral shall,  except  as
provided below in Section 7, be deemed to be "transferred" by Borrower to Lender
for  purposes  of  the  Master Securities Loan Agreement concurrently  with  the
transfer  of such other Collateral by Borrower to Lender and shall be deemed  to
be  "transferred"  by Lender to Borrower for purposes of the  Master  Securities
Loan Agreement concurrently with the transfer of such other Collateral by Lender
to Borrower.
Section 3.  Subordination of Lien.  The security interest in favor of PDS in the
Account and financial assets credited thereto is subject and subordinate to  the
prior payment of all indebtedness of Customer to Intermediary, as such may exist
from  time to time, including fees and commissions, and to any security interest
or lien in favor of Intermediary on the Account and to any right of Intermediary
to close out open positions in the Account.  In no event will PDS have any right
to  exercise  any  remedies in respect of the Account until  such  time  as  all
Customer's obligations to Intermediary have been satisfied in full.

Section 4.  Control.  Subject to the provisions of Section 3, Intermediary  will
comply with entitlement orders originated by PDS concerning the Account and  any
financial assets credited thereto without further consent by Customer.   Subject
to  the foregoing, Intermediary may also comply with entitlement orders or other
directions  concerning  the Account originated by Customer,  or  its  authorized
representatives,  until  such  time  as  PDS  delivers  a  written   notice   to
Intermediary that PDS is thereby exercising exclusive control over the  Account.
Such  notice  may  be  referred to herein as the "Notice of Exclusive  Control."
After  Intermediary  receives  the  Notice of  Exclusive  Control  and  has  had
reasonable  opportunity  to  comply, it will cease  complying  with  entitlement
orders or other directions concerning the Account originated by Customer or  its
representatives.

Section  5.  Amendment.  This Agreement may not be amended or otherwise modified
except in writing signed by all the parties hereto.

Section  6.   Choice  of Law. This Agreement (including without  limitation  all
rights  and  obligations with respect to the Account) shall be governed  by  and
construed in accordance with the law of the State of New York.

Section  7.   Interpretation.  Dividends and other distributions  on  Additional
Collateral  shall  be credited to the Account in accordance with  the  customary
practices of Intermediary, and PDS shall have no obligation with respect thereto
under  Section 7.3 of the Master Securities Loan Agreement and Sections 4.1  and
4.2 of Annex II thereto.

SIGNATURES:

PRIME DEALER SERVICES CORP.

By: ___________________

Name: [SIG_NAME1]

Title:

FINANCIAL INSTITUTION PARTNERS, LTD.

By:  /s/ Richard J. Perry, Jr.__
Name:  Richard J. Perry, Jr. [SIG
Title: Manager of G.P.

MORGAN STANLEY & CO. INCORPORATED,
[INDIVIDUALLY AND AS INTERMEDIARY]

By:                      ________

Name: [SIG_NAME1]

Title:

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