CONTINUING LETTER OF CREDIT AGREEMENT

                                                             Date: June 30, 2004


TO:  HSBC Bank USA
     452 Fifth Avenue
     New York, New York  10018

Gentlemen:

         Unless otherwise agreed in writing, the following Terms and Conditions
shall apply to our application for and your issuance of each letter of credit on
our behalf, including amendments or modifications thereto. Each such letter of
credit shall hereinafter be referred to as the "Credit".

         1.  PREPAYMENT/REIMBURSEMENT. We agree in the case of each Draft,
             whether or not the Credit calls for Deferred Payments, to reimburse
             you at your principal banking office at the above address or at
             such other banking office of yours as you and we may agree upon in
             writing, at once, in United States currency in immediately
             available funds, the amount paid on such Draft, or, if so demanded
             by you, to pay to you at your office in advance, at least in time
             for cover to reach the place of payment at maturity, in United
             States currency in immediately available funds, the amount required
             to pay such Draft.

         2.  (a) COMMISSIONS. We agree to pay you, on demand, (i) your
             commission in connection with the Credit, at your customary rates
             in effect at the time of the Application (or at any special rate on
             which you shall agree with us, in writing), as well as (ii) the
             commission(s) of any correspondent, confirming, paying, accepting
             or negotiating banks at their customary rates in effect at the time
             of their taking any action in connection with the Credit. (b)
             INTEREST. Except as expressly provided for elsewhere in this
             Agreement or otherwise in writing signed or accepted by you, any
             and all amounts due you from us under this Agreement and/or the
             Application, including without limitation our obligations under
             paragraph 1 of this Agreement, shall bear interest, payable on
             demand, from the date due until paid in full at the lesser of the
             maximum rate allowed by law or a rate per year equal to two percent
             (2%) per year above your stated Reference Rate, as reflected on
             your books and records (the "Reference Rate"), which rate shall
             fluctuate from time to time when and as your Reference Rate shall
             change. Your determination of your Reference Rate shall be
             conclusive and final. We recognize and acknowledge that you may
             extend credit to others at rates below your stated Reference Rate.
             (c) FEES, COSTS AND EXPENSES. We agree to pay or reimburse you and
             your correspondents on demand for, and to indemnify and hold
             harmless you and your correspondents from and against, all costs,
             charges, and expenses, including reasonable attorneys' fees and
             expenses incurred by you and your correspondents arising in any
             manner, from, out of, or in connection with (i) the Application,
             (ii) this Agreement, (iii) the Credit, (iv) compliance with
             governmental exchange regulations applicable to the purchase of
             foreign currency, (v) collection of our Liabilities, (vi)
             protection of any of your or your correspondents' rights or
             interests in connection with any of the foregoing, and (vii) any
             litigation in connection with any of the foregoing. The foregoing
             obligation to pay, reimburse and indemnify shall not apply to the
             extent that any such costs, charges or expenses result from your or

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