Bank of America                                     Application and Agreement
                                                    For Standby Letter of Credit


Letter of Credit Department
Please  issue an  Irrevocable  Letter  of  Credit  in  Favor of the  Beneficiary
substantially as shown below and deliver the Credit by overnight delivery

[ ] Regular Mail [ ] Courier [ ] Teletransmission

Letter of Credit Number
(For Banc of America use only)

Date 3/30/00

Applicant (full name and mailing address)

         Consolidated American Rental Insurance
         Company, Ltd.
         10324 South Dolfield Road
         Owings Mills, Maryland 21117

For Account of (if different from Applicant)

Beneficiary (full name and mailing address; if courier delivery is requested
         full street address must be provided)

         National Union Fire Insurance Company
         of Pittsburg, PA.
         70 Pine Street 4th floor
         New York, New York 10270
         Attn: Arthur Stillwell

Advising Bank (if left blank, Banc of America will choose as
         appropriate)

Amount (in figures and words)

         ONE MILLION DOLLARS                      $1,000,000.00
         Currency                                 (If left blank, U.S. dollars
                                                  will apply)

Expiry  Date  (draft  must be  presented  to  drawee  or for  negotiation  [when
negotiable] on or before):

         3/31/01
<PAGE>
Available by draft(s) at Sight drawn,  at Banc of America's  option,  on Banc of
America or Banc of America's  correspondent  when  accompanied  by the following
document(s):  (Please  check  the  documents  and  fill in the  blanks  below as
applicable)

[ ] A written  statement  purportedly  signed by (if left blank the Beneficiary)
with the following wording:

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[ ] Other:

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[X] Issue  Credit as per  attached  exhibit  marked  exhibit  A  (exhibit  is an
integral part of the Agreement).
<PAGE>
Note: if the Credit provides for automatic renewal without amendment,  Applicant
agrees  that it will  notify Banc of America in writing at least sixty (60) days
prior to the last day specified in the Credit by which Banc of America must give
notice of  nonrenewal  as to whether or not it wishes the Credit to be  renewed.
Any decision to renew or not renew the Credit shall be in Banc of America's sole
discretion.  Applicant  hereby  acknowledges  that in the event  Banc of America
notifies  the  Beneficiary  of the Credit  that it has  elected not to renew the
Credit,  the Credit may be drawn on if  permitted by the terms of the Credit and
further  acknowledges  and agrees that Applicant shall have no claim or cause of
action  against Banc of America or defense  against  payment under the Agreement
for Banc of America's  renewal or  non-renewal  of the Credit in the exercise of
Banc of America's discretion as set forth above.

Multiple Drawings   [ ] Prohibited (permitted if left blank)

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Special  Instructions  to Banc of America  Not to be  included in the Credit (if
any):


















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The terms and  conditions  set out above and below,  and any attached  exhibits,
supplements or schedules referred to in this Application,  have been reviewed by
Applicant,  and by  Applicant's  signature  below  and  for  good  and  valuable
consideration, Applicant agrees to the same and to be obligated and liable under
the Agreement. In the event this Application requests an Account Party different
<PAGE>
from Applicant, then such party may sign below as Co-Applicant,  but the failure
of such Account Party to become a Co-Applicant  shall not affect the obligations
of Applicant under the Agreement.  Completion and submittal of this  Application
by Applicant  does not obligate  Banc of America to enter into the  Agreement or
issue the requested Credit.

NOTICE OF FINAL AGREEMENT. THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN  THE  PARTIES  AND  MAY  NOT  BE  CONTRADICTED  BY  EVIDENCE  OF  PRIOR,
CONTEMPORANEOUS  OR  SUBSEQUENT  ORAL  AGREEMENTS  OF THE PARTIES.  THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

Consolidated American Rental Insurance Company, Inc.
Name of Company, or signature if Applicant is an individual

By /s/
   -------------------------------------------
   Authorized Signature/Title

10324 South Dolfield Road
Address
Owings Mills, MD 21117

(410)581-5755     (410)581-1566
telephone         fax

03/24/00          98-0181386
Date              Federal Tax ID Number


Name of Company, or signature if Co-Applicant is an individual

By
   ------------------------------------
        Authorized Signature/Title

---------------------------------------
Address

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-------------------  ------------------
telephone            fax

-----------  --------------------------
Date         Federal Tax ID Number
<PAGE>
Bank Use Only

Approving Bank Officer - Signature

/s/ Patrick M. Moore
---------------------------------------
Approving Bank Officer - Printed
Patrick M. Moore

Officer Number
PMM99

Officer - Title

---------------------------------------
                              President

Officer - Interoffice Address
MD4-302-16-02

Cost Center Number
5012613

Officer Phone Number (area code and number)
410-605-5351

Purpose Code
842

Officer Fax Number (area code and number)
410-837-4335
<PAGE>
1. Definitions.

In the Agreement:

(1) "Agreement"  means the  Application,  the terms and conditions set out above
and below, and the Credit,  together with any and all modifications,  amendments
and extensions of any thereof.

(2) "Applicable  Interest Rate" means,  unless otherwise defined in and governed
by a separate agreement between Banc of America and Applicant, the lesser of the
maximum lawful rate permitted by applicable law or a per annum rate  (calculated
on the basis of a 360 day year)  equal to the sum of the prime rate of  interest
established by Banc of America from time to time (which is not  necessarily  the
lowest  or best  rate of  interest  charged  by  Banc of  America  to any of its
customers) plus three percent.

(3)  "Applicant"  means,  singularly  or  collectively,  and,  if more than one,
jointly and severally, each person or entity who has executed the Application as
Applicant or Co-Applicant.

(4) "Application"  means the foregoing  application of Applicant relating to the
Credit as such  application  may be  amended  or  modified  from time to time in
accordance herewith.

(5) "Credit" or "Letter of Credit" means the letter of credit issued pursuant to
the Application as it may be amended or modified from time to time in accordance
herewith.

(6) "instrument" means the Credit or any draft,  receipt,  acceptance or written
demand (to include teletransmissions) for payment under the Credit.

(7)  "Banc  of  America"  means  the  banking  subsidiary  of  Banc  of  America
Corporation that issues the Credit in the sole discretion of Banc of America.

(8)  "property"  means  goods  and  any  and  all  documents   related  thereto,
securities,  funds,  choses in action,  and any and all other forms of property,
whether real, personal or mixed and any right or interest therein.

2. Promise to Pay.

(a) As to  instruments  drawn under or  purporting to be drawn under the Credit,
which are  payable  in United  States  currency:  (i) in the case of each  sight
instrument,  Applicant will reimburse Banc of America,  at the address specified
by Banc of America to  Applicant,  on demand,  in United  States  currency,  the
amount paid thereon, or, if so demanded by Banc of America,  will pay to Banc of
America in advance the amount  required to pay the same; and (ii) in the case of
each time  instrument,  Applicant  will pay to Banc of  America,  at the address
<PAGE>
specified by Banc of America to Applicant, in United States currency, the amount
thereof,  on demand  but in any event not later than one  business  day prior to
maturity  of such  time  instrument  at th place  specified  by the  Credit  for
payment.

(b) As to  instruments  drawn under or  purporting to be drawn under the Credit,
which are payable in currency other than United States currency: (i) in the case
of each sight  instrument,  Applicant  will  reimburse  Banc of America,  at the
address  specified by Banc of America to Applicant,  on demand, in United States
currency,  the equivalent of the amount paid under the instrument (together with
all taxes, levies,  imposts,  duties,  charges and fees of any nature imposed by
any  government or other taxing  authority  including  interest and penalties in
connection  therewith  (collectively  "F/X Taxes") at Banc of America's  selling
rate  of  exchange   at  the  time  of  payment   under  the   instrument,   for
teletransmission  to  the  place  of  payment  in the  currency  in  which  such
instrument is payable,  or, if so demanded by Banc of America,  will pay to Banc
of America, in advance, in Untied States currency,  the equivalent of the amount
required to pay the same; and (ii)in the case of each time instrument, Applicant
will pay to Banc of  America,  at the  address  specified  by Banc of America to
Applicant,  on demand,  but in any event  sufficiently in advance of maturity of
such time instrument to enable Banc of America to arrange for cover to reach the
place of payment  not later  than three  business  days prior to  maturity,  the
equivalent of the time  instrument  together with all F/X taxes in United States
currency at Banc of America's selling rate of exchange, at the time of provision
of cover, for  teletransmission to the place of payment in the currency in which
such instrument is payable. If for any cause whatsoever there exists at the time
in question no rate of exchange  generally  current for  effecting  transfers as
above  described,  or such  currency is not  available  for  purchase by Banc of
America, Applicant agrees to pay Banc of America on demand, at Bank of America's
election,  (i) an amount in United States currency equivalent to the actual cost
to Banc of America of settlement  of Banc of America's  obligation to the holder
of the  instrument  or other  person,  together  with all F/X taxes  however and
whenever such settlement shall be made by Banc of America,  or (ii) an amount in
United States currency  equivalent to the estimated cost to Banc of America,  as
projected  by Banc of America,  of the future  settlement  of Banc of  America's
obligation to the holder of the  instrument  or other person,  together with all
F/X  taxes  provided  that  upon  the  actual  settlement  of Banc of  America's
obligation,  however and whenever  occurring,  Banc of America  shall  reimburse
Applicant  of  Applicant  shall pay to Banc of  America,  as the case may be, an
amount in United States  currency  equal to the  difference  between the initial
estimated  payment by  Applicant  to Banc of America  and the actual  settlement
amount paid by Banc of America.
<PAGE>
(c) Banc of America may accept or pay any instrument presented to it, regardless
of when  drawn and  whether or not  negotiated,  if such  instrument,  the other
required  documents  and any  transmittal  advice  are  dated on or  before  the
expiration date of the Credit,  and Banc of America may honor, as complying with
the terms of the Credit and of the Agreement, any instruments or other documents
otherwise  in order  signed or issued by any  person who is, or is in good faith
believed  by Banc of  America  to be, an  administrator,  executor,  trustee  in
bankruptcy,  debtor in  possession,  conservator,  assignee  for the  benefit of
creditors,  liquidator,  receiver or other legal  representative or successor by
operation of law of the party  authorized under the Credit to draw or issue such
instruments or other documents.

3. Promise to Pay Interest and Fees.

(a)  Applicant  will pay  Banc of  America,  on  demand:  (i) Banc of  America's
commission at the rate set forth in a separate written agreement between Banc of
America and Applicant or, in the absence of a separate  agreement,  at such rate
as Banc of America may  determine  to be proper,  (ii) unless  actually  paid or
reimbursed to Banc of America by Beneficiary  or another  person or entity,  all
charges and expenses paid or incurred by Banc of America in connection  with the
Credit,  including,  without  limitation,  reasonable  attorneys'  fees  for the
enforcement of any rights  hereunder and any charges of other banks not paid for
by the  Beneficiary or another  party,  and (iii) interest on any amounts due by
Applicant  to Banc of  America  hereunder  from the date due of  payment  at the
Applicable Interest Rate.

(b) No  provision  of the  Agreement  shall  require  the  payment or permit the
collection  of interest in excess of the maximum rate  permitted  by  applicable
law.

4. Clean Advances.

If the Application  requests  inclusion in the Credit of any provision for clean
advances  to the  Beneficiary,  Banc of America  may place in the Credit  such a
provision in that respect as Banc of America may deem  appropriate,  under which
any bank entitled to negotiate drafts under the Credit, acting in its discretion
in each  instance  and  upon  the  receipt  of a  request  in  writing  from the
Beneficiary,  may make one or more clean advances at any time on or prior to the
date by which drafts are to be  negotiated  under the Credit.  The  aggregate of
such  advances  shall in no  event be more  than  the  amount  specified  in the
Application for clean advances, and whether or not specified therein in no event
shall any such advance exceed the amount remaining available under the Credit at
the time of the  advance.  While it is  expected  by  Applicant  that  each such
advance will be repaid by the Beneficiary to the bank that made the advance from
the proceeds of any drafts  drawn under the Credit,  should any such advance not
<PAGE>
be thus repaid,  Applicant will on demand pay Banc of America the amount thereof
as if such  advance  was  evidenced  by drafts  drawn  under the  Credit.  It is
understood  that  neither  Banc of  America  nor any bank  which  may make  such
advances  shall be obligated to inquire into the use that may be made thereof by
the  Beneficiary  and that Banc of  America  and each such bank shall be without
liability for any wrongful use that may be made by the  Beneficiary of any funds
so advanced.

5. Uniform Customs and practice.

The Uniform Customs and Practice for Documentary Credits, as published as of the
date of issue of the  Credit  by the  International  Chamber  of  Commerce  (the
"UCP"),  shall  in  all  respects  be  deemed  a  part  hereof  as  fully  as if
incorporated  herein and shall apply to the Credit.  Unless  expressly  provided
otherwise  in the  Credit,  in  the  event  any  provision  of the  UCP is or is
construed to vary from or be in conflict  with the laws of the United  States of
America  or any state [IT LOOKS  LIKE THE TOP OF PG. 5 OF THE FAX IS CUT OFF AND
TEXT IS  MISSING]  any action or fail to take action if such would cause Banc of
America to violate applicable law or regulation.

6. Licenses and Compliance.

Applicant  will  procure  promptly  any  necessary  licenses  for  the  services
performed  or the  import,  export or  shipping  of  property  shipped  under or
pursuant to or in connection  with the Credit,  and will comply with all foreign
and domestic  laws,  rules and  regulations  now or hereafter  applicable to the
transaction  related to the Credit or applicable to the execution,  delivery and
performance by Applicant of the Agreement.  Applicant  further agrees to furnish
to Banc of America such  evidence in respect of the above as Banc of America may
at any time require.

7. Insurance.

Applicant  shall  keep  such  property  as  may  be the  subject  of the  Credit
adequately  covered by insurance in amounts,  against  risks and with  companies
satisfactory to Banc of America.  Applicant hereby  irrevocably grants its power
of  attorney  to Banc of  America  and any of its  officers,  with the  power of
substitution,  to endorse any check in the name of Applicant received in payment
of any loss or adjustment covered by such insurance.

8. Default.

(a) In the event of the  happening  of any one or more of the  following  events
(any such event being hereinafter call an "Event of Default"),  namely:  (i) the
nonpayment  of any  obligations  of  Applicant  to Banc of  America  (under  the
<PAGE>
Agreement  or  otherwise),  or to any other  person or entity,  now or hereafter
existing,  when due, or (ii) the failure of  Applicant to perform or observe any
other term or covenant of the Agreement, or (iii) the dissolution or termination
of existence of Applicant,  or (iv) the  institution by or against  Applicant of
any  proceeding  seeking to  adjudicate  Applicant a bankrupt or  insolvent,  or
seeking  liquidation,  winding  up,  reorganization,   arrangement,  adjustment,
protection,  relief,  or  composition  of  Applicant  or its debts under any law
relating to bankruptcy,  insolvency or reorganization  or relief of debtors,  or
seeking  the entry of an order  for  relief of the  appointment  of a  receiver,
trustee,  custodian,  or  other  similar  official  for  Applicant  or  for  any
substantial part of its property, or (v) any seizure, vesting or intervention by
or under  authority  of a  government  by which the  management  of Applicant is
displaced or its authority in the control of its business is curtailed,  or (vi)
the  attachment  of or restrain as to any  substantial  funds or other  property
which may be in, or come into, the possession or control of Banc of America,  or
of any third  party  acting on Banc of  America's  behalf,  for the  account  or
benefit  of  Applicant,  or the  issuance  of any order of court or other  legal
process  against the same,  or (vii) the  occurrence  of any of the above events
with respect to any person or entity which has  guaranteed,  or signed a comfort
letter,  support  agreement or similar document with respect to, any obligations
of Applicant to Banc of America  (under the Agreement or  otherwise),  or (viii)
any  representation,  warranty,  certification or statement made or submitted by
the Applicant to Banc of America shall be false,  misleading or incorrect in any
material  respect when made or deemed  made;  or (ix) any person or entity which
has  guaranteed,  or signed a  comfort  letter,  support  agreement  or  similar
document with respect to, any obligations of Applicant to Banc of America (under
this  Agreement  or  otherwise)  shall  default  under the terms of, or deny the
validity,  binding effect or enforceability of, such guarantee,  comfort letter,
support agreement or similar document;  then, or at any time after the happening
of such  event,  the  amount  of the  Credit,  as  well  as any  and  all  other
obligations  of  Applicant  under the  Agreement,  shall,  at Banc of  America's
option,  and  whether  or not  otherwise  then due and  payable,  become due and
payable immediately without demand upon or notice to Applicant.

(b) Upon the occurrence and during the continuance of any Event of Default, Banc
of  America  is hereby  authorized  to set off and  apply  any and all  deposits
(general or special, time or demand,  provisional or final) at any time held and
other  indebtedness  at any time owing by Banc of America or any  subsidiary  or
affiliate  of Banc of America to or for the credit or the  account of  Applicant
against  any and all of  Applicant's  obligations  to Banc of America  under the
Agreement,  whether or not Banc of America  shall have made any demand under the
Agreement  and  although  such  deposits,  indebtedness  or  obligations  may be
<PAGE>
unmatured or contingent, Banc of America's rights under this Section 8(b) are in
addition to other  rights and remedies  (including,  without  limitation,  other
rights of set-off) which Banc of America may have.

9. Security.

(a) As  collateral  for the payment of any and all  obligations  of Applicant to
Banc of America under the Agreement,  Applicant hereby grants to Banc of America
a  security  interest  in (i)  any and  all  documents  of  title,  policies  or
certificates  of  insurance  and other  documents  accompanying  or  related  to
instruments drawn under the Credit, and any and all other property shipped under
or in connection  with the Credit or in any way related thereto or to any of the
instruments  drawn  thereunder  (whether or not such  documents  or property are
released to or upon the order of Applicant in trust or  otherwise)  and (ii) any
and all proceeds and  products of the  foregoing.  Also to secure the payment of
any and all obligations of Applicant under the Agreement,  Banc of America shall
be subrogated to the rights of Applicant in respect of any  transaction to which
the  Credit  relates.  Insofar  as any  property  which  may be  held by Banc of
America,  or for Banc of  America's  account,  as  collateral  hereunder  may be
released to or upon the order of Applicant,  Applicant hereby  acknowledges that
such  delivery of  property  is in trust  pending  satisfaction  of  Applicant's
obligations to Banc of America under the agreement, and hereby agrees to execute
and/or  file such  receipts,  agreements,  forms or other  documents  as Banc of
America may request to further  evidence  Banc of  America's  interests  in such
property, it being understood that Banc of America's rights as specified therein
shall be in furtherance of and in addition to (but not in limitation of) Banc of
America's rights hereunder. If at any time and from time to time Banc of America
in good faith deems  itself  insecure  and requires  collateral  (or  additional
collateral), Applicant will, on demand, assign and deliver to Banc of America as
security  for  any  and  all  obligations  of  Applicant  under  the  Agreement,
collateral of a type and value satisfactory to Banc of America or make such cash
payment as Banc of America may require. Banc of America is hereby authorized, at
its option at any time and with or without  notice to Applicant,  to transfer to
or register in its name or the name of any Banc of America's nominees all or any
part of the property subject to any of the security  interests  granted under or
contemplated  by the  Agreement.  Banc of  America  is also  authorized,  at its
option,  to file  financing  statements  without the signature of Applicant with
respect to all or any part of such property.  Applicant will pay the cost of any
such filing and,  upon the  request of Banc of America,  sign such  instruments,
documents or other papers,  and take such other  action,  as Banc of America may
reasonably require to perfect such security interests.
<PAGE>
(b) If any Event of  Default  shall have  occurred  and be  continuing,  Banc of
America may exercise in respect of the  property  subject to any of the security
interests  granted  under or  contemplated  by the  Agreement all the rights and
remedies of a secured party on default under the applicable  Uniform  Commercial
Code or any other  applicable law, and also may, with notice except as specified
below,  sell such  property or any part thereof in one or more parcels at public
or private sale, at any Banc of America office or elsewhere, for cash, on credit
or for future  delivery,  and upon such other  terms as Banc of America may deem
commercially reasonable.  To the extent notice of sale of such property shall be
required by law,  reasonable  notification  shall be satisfied by written notice
mailed or delivered to  Applicant at the address  specified  above at least five
business  days prior to the date of public sale or prior to the date after which
private sale is to be made.  Applicant will pay to Banc of America on demand all
costs and expenses (including,  without limitation,  reasonable  attorney's fees
and legal expenses)  related or incidental to the custody,  preservation or sale
of, or  collection  from,  or other  realization  upon,  any of such property or
related or incidental to the  establishment,  preservation or enforcement of the
rights of Banc of America in respect of any such property.  In the event of sale
of, collection from, or other realization upon all or any part of such property,
Banc of America may, in its discretion,  hold the proceeds thereof as additional
collateral  hereunder  or then or at any  time  thereafter  apply  the  proceeds
thereof to the payment of such of the costs and  expenses  referred to above and
such of the  obligations of Applicant  under the Agreement,  whether or not then
due, as Banc of America may determine in its discretion,  any surplus to be paid
over to  Applicant  or to  whomever  may be lawfully  entitled  to receive  such
surplus.

10. Indemnity.

Applicant  will  indemnify  and hold Banc of America  (such term to include  for
purposes of this paragraph its affiliates and its and its affiliates'  officers,
directors,  employees  and  agents)  harmless  from and  against (i) all loss or
damage  arising out of the  issuance  of, or any other  action taken by any such
indemnified  party in  connection  with,  the  Credit  other than loss or damage
resulting from the gross  negligence or willful  misconduct of the party seeking
indemnification,   and  (ii)  all  costs  and  expenses  (including   reasonable
attorney's fees and legal expenses) of all claims or legal  proceedings  arising
out of Banc of America's issuance of the Credit or incident to the collection of
amounts owed by Applicant  hereunder or the enforcement of the rights of Banc of
America hereunder,  including,  without limitation, legal proceedings related to
any court order,  injunction,  or other process or decree restraining or seeking
to  restrain   Banc  of  America  from  paying  any  amount  under  the  Credit.
Additionally,  Applicant will  indemnify and hold Banc of America  harmless from
<PAGE>
and against all claims, losses, damages, suits, costs or expenses arising out of
Applicant's  failure to timely procure  licenses or comply with applicable laws,
regulations or rules,  or any other conduct or failure of Applicant  relating to
or affecting the Credit.  No delay,  extension of time,  renewal,  compromise or
other  indulgence  which may occur or be granted by Banc of America shall impair
the rights or powers of Banc of America hereunder.  Banc of America shall not be
deemed to have waived any of its rights hereunder, unless Banc of America or its
authorized agent shall have signed such waiver in writing.

12. Agency.

If Applicant is a financial  institution  (the "Financial  Institution")  and is
requesting  the issuance of the Credit for its customer  (the  "Customer"),  the
Financial  Institution hereby irrevocably  appoints Banc of America as its agent
and attorney-  in-fact to issue the Credit in accordance  with,  and subject to,
the Agreement.  The Financial  Institution shall pay Banc of America all amounts
owed by the Customer under the Agreement when due,  whether or not the Financial
Institution  has  received  payment  from the  Customer and shall pay to Banc of
America its fees and expenses according to its fee schedule from time to time in
effect.  The Financial  Institution  hereby grants to Banc of America a security
interest in all of the property in which the Customer has heretofore  granted or
may hereafter grant to the Financial  Institution a security  interest to secure
the obligations of the Customer under the Agreement.

13. Miscellaneous.

(a) Any  notice  from Banc of America to  Applicant  shall be deemed  given when
mailed,  postage  paid,  or when  delivered  to a courier,  fee paid by shipper,
addressed to Applicant at the last  business  address  furnished by Applicant to
Banc of America, or when confirmed by electronic confirmation to Banc of America
as having been  delivered  via facsimile or other  teletransmission.  Any notice
from  Applicant  to Banc of  America  shall  be sent to the  address  of Banc of
America  specified by Banc of America to Applicant  and shall be effective  upon
receipt by Banc of America.

(b) Each provision of the Agreement shall be interpreted in such manner as to be
effective and valid under  applicable  law but if any provision of the Agreement
shall be prohibited by or invalid under  applicable law, such provision shall be
ineffective  only to the  extent  of such  prohibition  or  invalidity,  without
invalidating the remainder of such provision or the remaining  provisions of the
Agreement.

(c) If any law, treaty, regulation or the interpretation thereof by any court or
administrative or governmental authority shall impose, modify or deem applicable
<PAGE>
any capital,  reserve,  insurance premium or similar requirement against letters
of credit issued by Banc of America and the result  thereof shall be to increase
the  cost  to Banc of  America  of  making  any  payment  under  or  issuing  or
maintaining  the Credit or to reduce the yield to Banc of America in  connection
with the Credit or the Agreement then, on demand,  Applicant will pay to Banc of
America,  from time to time, such  additional  amounts as Banc of America may in
good faith  determine  to be necessary  to  compensate  Banc of America for such
increased cost or reduced yield.

(d) Any and all payments  made to Banc of America  hereunder  shall be made free
and clear of and  without  deduction  for any present or future  taxes,  levies,
imposts, deductions,  charges, or withholdings, and all liabilities with respect
thereto,  excluding  taxes  imposed on net  income and all income and  franchise
taxes  of the  United  States  and  any  political  subdivisions  thereof  (such
nonexcluded  taxes being herein called "Taxes").  If Applicant shall be required
by law to deduct any Taxes from or in respect of any sum payable hereunder,  (i)
the sum payable  shall be increased as may be necessary so that after making all
required deductions  (including deductions applicable to additional sums payable
under this Section 13(d)),  Banc of America shall receive an amount equal to the
sum Banc of America would have received had no such  deductions  been made, (ii)
Applicant  shall make such  deductions,  and (iii)  Applicant shall pay the full
amount  deducted to the relevant  authority in accordance  with  applicable law.
Applicant  will  indemnify  Banc  of  America  for  the  full  amount  of  Taxes
(including, without limitation, any Taxes imposed by any jurisdiction on amounts
payable  under this  Section  13(d)) paid by Banc of America  and any  liability
(including  penalties,  interest and expenses) arising therefrom or with respect
thereto,  whether or not such Taxes were  correctly  or legally  asserted.  This
indemnification shall be made within 30 days from the date Banc of America makes
written demand therefor.  Within 30 days after the date of any payment of Taxes,
Applicant  will furnish to Banc of America the original or a certified copy of a
receipt evidencing payment thereof.

(e) The Agreement shall be binding upon  Applicant,  its successors and assigns,
and shall inure to the benefit of Banc of America,  its successors,  transferees
and assigns;  provided that any  assignment by Applicant of any of its rights or
obligations  under the Agreement  without the prior  written  consent of Banc of
America shall be void.

(f)  Applicant  hereby  authorizes  Banc  of  America,   in  Banc  of  America's
discretion,  to set  forth the terms of the  Application  in the  Credit in such
language as Banc of America deems  appropriate,  with  variations not materially
inconsistent with the Application.
<PAGE>
(g) Any  action,  inaction,  waiver or  omission  taken or  suffered  by Banc of
America or by any of its  correspondents  under or in connection with the Credit
or any  related  instruments,  services  or  property,  if in good  faith and in
conformity  with foreign or domestic  laws,  regulations  or customs  applicable
thereto,  shall be binding upon Applicant and shall not place Banc of America or
any of its correspondents  under any resulting  liability to Applicant.  Without
limiting the generality of the foregoing, Banc of America and its correspondents
may act in reliance upon any written, oral, telephonic,  telegraphic,  facsimile
or other  request or  notice,  believed  in good faith to have been  authorized,
whether or not given or signed by an authorized person.

(h) In the event of any change or  modification,  with the consent of Applicant,
relative to the Credit or any instrument  called for  thereunder,  including any
waiver  made or in good faith  believed  by Banc of America to have been made by
Applicant of any term hereof or the  noncompliance  of any such instruments with
the terms of the Credit,  the  Agreement  shall be binding upon  Applicant  with
regard to the Credit as so changed or modified,  and to any action taken by Banc
of America or any of its correspondents  relative thereto.  No term or provision
of the  Agreement can be changed  orally,  and no executory  agreement  shall be
effective  to  modify  or to  discharge  the  Agreement  unless  such  executory
agreement is in writing and signed by Banc of America.

14. Jurisdiction and Waiver.

Applicant hereby  irrevocably  submits to the non-exclusive  jurisdiction of any
State or Federal  court  sitting in the city,  county,  or district in which the
principal  office of Banc of America is  located  over any action or  proceeding
arising out of or relating to the Agreement,  and Applicant  hereby  irrevocably
agrees that all claims in respect to such action or proceeding  may be heard and
determined in such State or Federal court.  Applicant hereby  irrevocably waives
to the fullest extent it may  effectively do so, the defense of an  inconvenient
forum to the  maintenance  of such action or proceeding and the lack of personal
jurisdiction.  To the fullest extent it may lawfully and effectively do so, each
of Applicant  and Banc of America  waives the right to trial by jury.  Applicant
irrevocably consents to the service of any and all process in any such action or
proceeding  by the mailing of copies of such  process to  Applicant  at the last
business  address  furnished by Applicant to Banc of America.  Applicant  agrees
that a final  judgment in any such action or proceeding  shall be conclusive and
may be enforced in other  jurisdictions  by suit on the judgment or in any other
manner provided by law. Nothing,  however,  in this Section 14, shall affect the
right of Banc of America to serve legal process in any other manner permitted by
law or affect the right of Banc of  America  to bring any  action or  proceeding
against  Applicant  or its  property  in the  courts of any other  jurisdiction.
<PAGE>
Moreover, to the extent that Applicant has or hereafter may acquire any immunity
from  jurisdiction  of any  court or from any  legal  process  (whether  through
service or notice, attachment prior to judgment,  attachment in aid of execution
or  otherwise)  with  respect  to  itself  or  its  property,  Applicant  hereby
irrevocably  waives  such  immunity  in  respect  of its  obligations  under the
Agreement.

15. Automatic Payment.

[ ] Applicant has elected to authorize Banc of America to effect payment of sums
due by Applicant  under the Agreement by means of debiting  Applicant's  account
number  _________________________.  This  authorization  shall  not  affect  the
obligation of Applicant to pay such sums when due, without notice,  if there are
insufficient  funds in such account to make such payment in full when due, or if
Banc of America fails to debit the account.