EXHIBIT 10.5


MERRILL LYNCH [Logo]

CONSENT TO ADVISORY REFERRAL

MERRILL  LYNCH,  PIERCE,  FENNER & SMITH  INCORPORATED  or one of its affiliates
("Merrill  Lynch")  has been  requested  by  ("Client")  to provide to Client or
assist Client in obtaining advisory services ("Services") in connection with the
contemplated acquisition,  recapitalization, sale of business or other corporate
finance service (a  "Transaction").  Merrill Lynch believes that McColl Partners
("Advisor") may be able to provide, and may have an interest in providing,  such
Services  for  Client,  and Merrill  Lynch is  therefore  desirous of  referring
Client's request to Advisor.  Accordingly,  and in order to induce Merrill Lynch
to refer Client's  request for Services to Advisor,  Client hereby  acknowledges
and agrees as follows:

1. Client hereby grants  permission to Merrill Lynch to refer  Client's  request
for  Services to Advisor,  and in  furtherance  thereof  Client  authorizes  and
directs  Merrill Lynch to furnish to Advisor all financial  statements and other
information  furnished  by Client to  Merrill  Lynch,  together  with such other
information  about Client,  its business and affairs and/or owners as may now or
hereafter be in the possession of Merrill Lynch.

2. Client  understands that if Client obtains Services from Advisor  following a
referral  by  Merrill  Lynch,   Merrill  Lynch  will  receive  a  fee  or  other
compensation (the "Fees") from Advisor not to exceed twenty percent (20%) of the
total fee received by the Advisor from the client in the event a Transaction  is
consummated through Services provided by Advisor.  Merrill Lynch will advise the
Client of the  actual  Fees  received  by  Merrill  Lynch in  connection  with a
Transaction  upon receipt of such Fees. In addition,  Merrill is, or may become,
engaged or may participate in other  transactions  with Advisor or affiliates of
Advisor,  and Merrill Lynch may receive a fee or other compensation in regard to
such  activities.  Client will not, on the other hand,  be obligated to directly
pay Merrill Lynch a fee for the referral services  contemplated hereby,  whether
or not Client obtains Services from Advisor.

3. Client  understands that except for the referral  contemplated  hereby, in no
event will Merrill  Lynch or its  employees be  representing  Client or Client's
interests  or  acting  as an  agent  for  Client  in  obtaining  Services  or in
consummating a Transaction or in any discussions or negotiations with Advisor or
potential purchaser of Client's business.

4. Client further acknowledges that neither Merrill Lynch (and its employees and
agents) nor Advisor (and its employees and agents) is an agent of the other, and
under no circumstances  will Merrill Lynch have any liability to Client for, and
Client agrees that it shall hold Merrill Lynch harmless from all losses, claims,
costs and expenses incurred by the Client as a result of, any act or omission of
Advisor,  including  any delay by Advisor in  providing or refusal by Advisor to
provide the Services for Client, or for any other action or inaction of Advisor.


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Advisor will in its sole  discretion  determine its  willingness  to provide the
Services  and the terms and  conditions  and manner in which such  Services  are
provided.  Likewise,  Client may in its sole discretion determine whether or not
to accept Services from Advisor and the terms and conditions thereof.

5. Client may at any time  terminate  this  consent  without any  obligation  to
Merrill Lynch.


Dated
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By:
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Printed Name:
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Title:
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