MASTER SELECTED DEALER AGREEMENT



                                                                    July 1, 1999



Ladies and Gentlemen:



      In connection with registered public offerings of securities for which we

are acting as manager or co-manager of an underwriting syndicate or unregistered

offerings of securities for which we are acting as manager or co-manager of the

initial purchasers, you may be offered the right as a selected dealer to

purchase as principal a portion of such securities. This will confirm our mutual

agreement as to the general terms and conditions applicable to your

participation in any such selected dealer group.



      1. APPLICABILITY OF THIS AGREEMENT. The terms and conditions of this

Agreement shall be applicable to any offering of securities ("Securities"),

whether pursuant to a registration statement filed under the Securities Act of

1933, as amended (the "Securities Act"), or exempt from registration thereunder,

in respect of which Salomon Smith Barney Inc. (acting for its own account or for

the account of any underwriting or similar group or syndicate) is responsible

for managing or otherwise implementing the sale of the Securities to selected

dealers ("Selected Dealers") and has expressly informed you that such terms and

conditions shall be applicable. Any such offering of Securities to you as a

Selected Dealer is hereinafter called an "Offering". In the case of any Offering

where we are acting for the account of any underwriting or similar group or

syndicate ("Underwriters"), the terms and conditions of this Agreement shall be

for the benefit of, and binding upon, such Underwriters, including, in the case

of any Offering where we are acting with others as representatives of

Underwriters, such other representatives.



      2. CONDITIONS OF OFFERING; ACCEPTANCE AND PURCHASES. Any Offering will be

subject to delivery of the Securities and their acceptance by us and any other

Underwriters, may be subject to the approval of all legal matters by counsel and

the satisfaction of other conditions, and may be made on the basis of

reservation of Securities or an allotment against subscription. We will advise

you by telecopy, telex or other form of written communication ("Written

Communication", which term, in the case of any Offering described in Section

3(a) or 3(b) hereof, may include a prospectus or offering circular) of the

particular method and supplementary terms and conditions (including, without

limitation, the information as to prices and the offering date referred to in

Section 3(c) hereof) of any Offering in which you are invited to participate. To

the extent such supplementary terms and conditions are inconsistent with any

provision herein, such terms and conditions shall supersede any such provision.

Unless otherwise indicated in any such Written Communication, acceptances and

other communications by you with respect to an Offering should be sent to the

appropriate Syndicate Department of Salomon Smith Barney Inc. We may close the

subscription books at any time in our sole discretion without notice, and we

reserve the right to reject any acceptance in whole or in part.

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