MASTER AGREEMENT AMONG UNDERWRITERS





MERRILL LYNCH & CO.

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

Merrill Lynch World Headquarters

North Tower

World Financial Center

New York, NY 10281-1305



Dear Sirs:



   We understand that from time to time you may act as Representative or as one

of the Representatives of the several underwriters of Offerings of Securities of

Various issuers. This Agreement shall apply to any offering of securities in

which we elect to act as an underwriter after receipt of an invitation from you

which shall identify the issuer, contain information regarding certain terms of

the securities to be offered and specific the amount of our proposed

participation and the names of the other Representatives, if any, and that our

participation as an underwriter in the offering shall be subject to the

provisions of this Agreement. Your invitation will include instructions for our

acceptance of such invitation. At or prior to the time of an offering, you will

advise us, to the extent applicable, as to the expected offering date, the

expected closing date, the initial offering price, the interest or dividend rate

(or the method by which such rate is to be determined), the conversion price,

the underwriting discount, the management fee, the selling concession and the

reallowance, except that if the offering price of the securities is to be

determined as contemplated by Rule 430A under the Securities Act of 1933 (such

procedure being hereinafter referred to as "430A Pricing"), you shall so advise

us and shall specify the maximum underwriting discount, management fee and

selling concession. Such information may be conveyed by you in one or more

communications (such communications received by us with respect to the offering

are hereinafter collectively referred as the "Invitation"). If the Purchase

Agreement (as hereinafter defined) provides for the granting of an option to

purchase additional securities to cover over-allotments or otherwise (an

"over-allotment option"), you will notify us, in the Invitation, of such option

and of our maximum obligation upon exercise of such option.



   This Agreement, as amended or supplemented by the Invitation, shall become

effective with respect to our participation in an offering of securities if you

receive our oral or written acceptance and you do not receive a written

communication revoking our acceptance prior to the time and date specified in

the Invitation (our unrevoked acceptance after expiration of such time and date



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being hereinafter referred to as our "Acceptance"). Our Acceptance will

constitute our confirmation that, except as otherwise stated in such Acceptance,

each statement included in the Master Underwriters' Questionnaire set forth as

Exhibit A hereto (or otherwise furnished to us) is correct. The issuer of the

securities in any offering of securities made pursuant to this Agreement is

hereinafter referred to as the "Issuer". If the Purchase Agreement does not

provide for an over-allotment opinion, the securities to be purchased are

hereinafter referred to as the "Securities"; if the purchase Agreement provides

for an over-allotment option, the securities the Underwriters (as hereinafter

defined) are initially obligated to purchase pursuant to the Purchase Agreement

are hereinafter called the "Initial Securities" and any additional securities

which may be purchased upon exercise of the over-allotment option are

hereinafter called the "Option Securities", with the Initial Securities and all

or any part of the Option Securities being hereinafter collectively referred to

as the "Securities". Any underwriters of Securities under this Agreement,

including the Representatives (as hereinafter defined), are hereinafter

collectively referred to as the "Underwriters". All references herein to "you"

or to the "Representatives" shall mean Merrill Lynch, Pierce, Fenner & Smith

Incorporated and the other firms, if any, which are named as Representatives in

the Invitation. The Securities to be offered may, but need not, be registered

for a delayed or continuous offering pursuant to Rule 415 under the Securities

Act of 1933 (the "1933 Act").



   The following provisions of this Agreement shall apply separately to each

individual offering of Securities. This Agreement may be supplemented or amended

by you by written notice to us and, except for supplements or amendments set

forth in an Invitation relating to a particular offering of Securities any such

supplement or amendment to this Agreement shall be effective with respect to any

offering of Securities to which this Agreement applies after this Agreement is

so amended or supplemented.



   Section 1. PURCHASE AGREEMENT; AUTHORITY OF REPRESENTATIVES. We authorize you

to execute and deliver a purchase agreement and any amendment or supplement

thereto and any associated Terms Agreement or other similar agreement

(collectively, the "Purchase Agreement") on our behalf with the Issuer and/or

any selling securityholder with respect to the Securities in such form as you

determine. We will be bound by all terms of the Purchase Agreement as executed.

We understand that changes may be made in those who are to be Underwriters, and

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