Form Name:  General Security Agreement
Document Number:  Legal 336 Sort Order 18



                                      CHASE

                           GENERAL SECURITY AGREEMENT


         The undersigned  executes and delivers this General Security  Agreement
(the  "Security  Agreement")  to  THE  CHASE  MANHATTAN  BANK  (Chase)  and  its
affiliates,  including  subsidiaries,  whether now existing or hereafter created
(collectively,  "Chase"),  having an office located at 380 Madison  Avenue,  New
York,  NY 10017 , in  consideration  of one or more loans,  letters of credit or
other  financial  accommodation  made,  issued  or  extended  by  Chase  to  the
undersigned or to any person in respect of whose  Liabilities (as defined below)
the  undersigned  now or hereafter  guarantees or otherwise  becomes  liable for
payment.  Accordingly,  Chase  shall  have the  rights,  remedies  and  benefits
hereinafter set forth.

         Definitions.   The  term  "Liabilities"   shall  include  any  and  all
indebtedness,  obligations  and liabilities of the undersigned to Chase and also
to others to the extent of their participations  granted to or interests therein
created  or  acquired  for them by Chase,  now or  hereafter  existing,  arising
directly between the undersigned and Chase or acquired outright,  conditionally,
as a participation or as collateral security from another by Chase,  absolute or
contingent,  joint  and/or  several,  secured  or  unsecured,  due or  not  due,
contractual or tortuous, liquidated or unliquidated, arising by operation of law
or otherwise, direct or indirect, including, but without limiting the generality
of the  foregoing,  indebtedness,  obligations  or  liabilities  to Chase of the
undersigned  as a member of any  partnership,  syndicate,  association  or other
group, and whether incurred by the undersigned as principal,  surety,  endorser,
guarantor, accommodation party or otherwise.

         The term  "Collateral"  means all personal property and fixtures of the
undersigned,  whether  now or  hereafter  existing  or now  owned  or  hereafter
acquired  and  wherever  located,  of every kind and  description,  tangible  or
intangible,  including but not limited to, the balance of every deposit account,
now or hereafter existing,  of the undersigned with Chase and any other claim of
the undersigned against Chase, now or hereafter  existing,  and all money, goods
(including  equipment,  farm products and inventory),  instruments,  securities,
documents,  chattel  paper,  accounts,  contract  rights,  general  intangibles,
credits,  claims,  demands,  precious metals and any other property,  rights and
interests  of the  undersigned,  and shall  include the  proceeds,  products and
accessions of and to any thereof.

         The  term  "Obligor"  means  the  undersigned  or  any  maker,  drawer,
acceptor,  endorser,  guarantor,  surety,  accommodation  party or other  person
liable upon or for any of the Liabilities or Collateral.

         Unless the context otherwise requires,  all terms used herein which are
defined in the Uniform Commercial Code shall have the meanings therein stated.

         Grant  of  Security  Interest.  As  security  for  the  payment  of the
Liabilities,  the undersigned hereby grant(s) to Chase a security interest in, a
general lien upon and/or right of set-off against the Collateral.

         Maintenance  of  Collateral.  At any time and  from  time to time,  the
undersigned will: (a) deliver and pledge to Chase,  endorsed and/or  accompanied
by such  instruments  of  assignment  and transfer in such form and substance as
Chase may request,  any and all  instruments,  documents and/or chattel paper as
Chase may specify in its demand; (b) give, execute,  deliver, file and/or record
any notice, statement,  instrument, document, agreement or other papers that may
be  necessary  or  desirable,  or that
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Chase may  request,  in order to create,  preserve,  perfect,  or  validate  any
security  interest  granted  pursuant  hereto or to enable Chase to exercise and
enforce its rights hereunder or with respect to such security interest; (c) keep
and stamp or  otherwise  mark any and all  documents  and chattel  paper and its
individual books and records relating to inventory, accounts and contract rights
in such manner as Chase may require; (d) permit  representatives of chase at any
time to  inspect  its  inventory  and to  inspect  and make  abstracts  from the
undersigned  books and  records  pertaining  to  inventory,  accounts,  contract
rights, chattel paper, instruments and documents; and (e) obtain Chase's consent
prior to any change of name, address, legal entity status, location of books and
records or location of Collateral.  The right is expressly  granted to chase, at
its  discretion,  to notify  warehousemen  or any other persons in possession of
Collateral  of  Chase's  security  interest  therein  and to  file  one or  more
financing  statements under the Uniform  Commercial Code executed by chase alone
naming  the  undersigned  as debtor and Chase as  secured  party and  indicating
therein the types of describing  the items of  Collateral  herein  specified.  A
photographic  or  other   reproduction  of  this  Security  Agreement  shall  be
sufficient as a financing statement.  Without the prior written consent of Chase
the  undersigned  will  not  file or  authorize  or  permit  to be  filed in any
jurisdiction any such financing or like statement in which Chase is not named as
the sole secured  party.  With respect to the  Collateral,  or any part thereof,
which at any time shall come into the possession or custody or under the control
of Chase or any of its agents,  associates, or correspondents,  for any purpose,
the right is expressly  granted to Chase, at its  discretion,  to transfer to or
register in the name of itself or its nominee any of the Collateral; to exchange
any  of  the   Collateral   for   other   property   upon  any   reorganization,
recapitalization  or other  readjustment and in connection  therewith to deposit
any of the Collateral with any committee or depositary upon such terms as it may
determine;  to notify any  account  debtor or obligor on an  instrument  to make
payment to Chase;  and to exercise  or cause its nominee to exercise  all or any
powers with respect to the Collateral  with same force and effect as an absolute
owner  thereof;  all without  notice  (except  such notice as may be required by
applicable law and cannot be waived) and without liability except to account for
property  actually  received  by it.  Without  limiting  the  generality  of the
foregoing, payments,  distributions and/or dividends, in securities, property or
cash, including without limitation  dividends  representing stock or liquidating
dividends  or a  distribution  or return of  capital  upon or in  respect of the
Collateral  or any part  thereof or  resulting  from any  split-up,  revision or
reclassification  of the  Collateral or any part thereof or received in exchange
for the Collateral or any part thereof as a result of a merger, consolidation or
otherwise,  shall be paid directly to and retained by Chase and held by it until
applied as herein provided,  as additional collateral security pledged under and
subject to the terms hereof.  Chase shall be deemed to have possession of any of
the  Collateral  in  transit  to or set  apart  for  it or  any  of its  agents,
associates, or correspondents.

         Insurance.  The undersigned  shall keep insured all Collateral which is
tangible  property for full value,  with such coverage as Chase may approve,  at
the undersigned's expense, and, upon Chase's request, the policies shall be duly
endorsed in Chase's  favor and  delivered  to Chase.  If the  undersigned  shall
default in this regard, Chase shall have the right to insure and charge the cost
to the undersigned.  Chase assumes no risk or  responsibility in connection with
the payment or nonpayment of losses, Chase's only responsibility being to credit
the undersigned with any insurance payment received on account of losses. In the
event of any default  under this Security  Agreement,  Chase shall have power of
attorney to cancel, assign, or surrender any insurance policy or policies and to
collect the return premiums due thereon and to apply the proceeds thereof to the
Liabilities  secured hereby.  The undersigned will  immediately  notify Chase in
writing  of any  damage to or loss of any of the  Collateral  which is  tangible
property.

         Collection and Disposition. Chase at its discretion may, whether any of
the  Liabilities  be due,  in its  name or in the  name  of the  undersigned  or
otherwise, demand, sue for, collect or receive any money or property at any time
payable or receivable  on account of or in exchange for, or make any  compromise
or settlement deemed desirable with respect to, any of the Collateral, but shall
be under no  obligation  to do so,  or Chase  may  extend  the time of  payment,
arrange  for  payment  in  installments,  or  otherwise  modify the terms of, or
release, any of the Collateral,  without thereby incurring responsibility to, or
discharging  or otherwise  affecting any liability  of, the  undersigned.  Chase
shall not be required to take any steps necessary to preserve any rights against
prior  parties to any of the  Collateral.  Chase may use or  
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operate any of the  Collateral  for the purpose of preserving  the Collateral or
its value in the manner and to the extent  Chase  deems  appropriate,  but Chase
shall be under no obligation to do so.

         Upon default  hereunder or in  connection  with any of the  Liabilities
(whether such default be that of the undersigned or of any other party obligated
thereon),  the  undersigned  shall,  at  the  request  of  Chase,  assemble  the
Collateral at such place or places as Chase  designates in its request,  and, to
the extent  permitted by  applicable  law,  Chase shall have the right,  with or
without  legal  process  and with or without  prior  notice or  demand,  to take
possession  of the  Collateral or any part thereof and to enter any premises for
the  purpose  of taking  possession  thereof.  Chase  shall  have the rights and
remedies  with respect to the  Collateral  of a secured  party under the Uniform
Commercial Code (whether or not such Code is in effect in the jurisdiction where
the rights and remedies are asserted).

         In addition, with respect to the Collateral, or any part thereof, which
shall then be or shall  thereafter  come into the possession or custody of Chase
or any of its agents,  associates or correspondents,  Chase may sell or cause to
be sold at any location  selected by it and reasonable under the  circumstances,
in one or more sales or parcels,  at such price as Chase may deem best,  and for
cash or on credit or for future delivery,  without assumption of any credit risk
all or any of the  Collateral,  at any  broker's  board or at public or  private
sale, in any reasonable  manner  permissible  under the Uniform  Commercial Code
(except that, to the extent permitted thereunder,  the undersigned hereby waives
the requirements of said Code), and Chase or anyone else may be the purchaser of
any or all of the  Collateral so sold and thereafter  hold the same  absolutely,
free  from any  claim or right of  whatsoever  kind,  including  any  equity  or
redemption,  of the  undersigned,  any such  demand,  notice or right and equity
being hereby  expressly  waived and released.  The undersigned will pay to Chase
all expenses (including  reasonable  attorneys' fees and legal expenses incurred
by Chase) of, or incidental to, the enforcement of any of the provisions  hereof
or of any of the Liabilities,  or any actual or attempted sale, or any exchange,
enforcement,  collection,  compromise or settlement of any of the  Collateral or
receipt of the proceeds thereof,  by litigation or otherwise,  including expense
of  insurance;  and all such  expenses  shall  be  Liabilities  secured  by this
Security  Agreement.  Chase, at any time, at its option,  may apply the net cash
receipts from the  Collateral to the payment of principal of and/or  interest on
any of the  Liabilities,  whether  or not then  due,  making  proper  rebate  of
interest or  discount.  Notwithstanding  that  Chase,  whether in its own behalf
and/or on behalf of another or  others,  may  continue  to hold  Collateral  and
regardless of the value thereof,  the undersigned shall be and remain liable for
the payment in full,  principal and interest,  of any balance of the Liabilities
and expenses at any time  unpaid.  Chase may exercise its rights with respect to
Collateral  without  resorting  to or regard to other  collateral  or sources of
reimbursement for the Liabilities.

         Representations  and  Warranties.  If the  undersigned is other than an
individual,  the  undersigned  represents  and  warrants  that:  (a) it is  duly
organized  and  validly  existing  under  the  laws of the  jurisdiction  of its
organization  or  incorporation  and,  if  relevant  under  such  laws,  in good
standing;  (b) it has the power to execute and deliver this  Security  Agreement
and to perform its obligations  hereunder and has taken all necessary  action to
authorize  such  execution,  delivery  and  performance  ; (c)  such  execution,
delivery and  performance  do not violate or conflict with any law applicable to
it, any provision of its organizational  documents, any order or judgment of any
court or other agency of government applicable to it or any of its assets or any
material contractual restriction binding on or materially affecting it or any of
its assets;  (d) to the best of  undersigned's  knowledge,  all governmental and
other  consents  that are  required to have been  obtained by it with respect to
this Security  Agreement have been obtained and are in full force and effect and
all conditions of any such consents have been complied with; (e) its obligations
under  this  Security   Agreement   constitute  its  legal,  valid  and  binding
obligations,  enforceable in accordance with its terms except to the extent that
such  enforcement may be limited by applicable  bankruptcy,  insolvency or other
similar laws affecting creditors' rights generally; (f) all financial statements
and related information furnished and to be furnished to Chase from time to time
by the  undersigned  are true and compete and fairly  present the  financial  or
other  information  stated  therein as at such dates or for the periods  covered
thereby; (g) there are no actions, suits, proceedings, or investigations pending
or, to the  knowledge of the  undersigned,  threatened  against or affecting the
<PAGE>
undersigned before any court,  governmental agency or arbitrator,  which involve
forfeiture of any assets of the  undersigned or which may  materially  adversely
affect the  financial  condition,  operations,  properties  or  business  of the
undersigned or the ability of the  undersigned  to perform its obligation  under
this Security  Agreement;  and (h) there has been no material  adverse change in
the  financial  condition  of he  undersigned  since  the  last  such  financial
statements or information.  If the undersigned is an individual, the undersigned
represents  and warrants the  correctness of clauses (c), (d), (e), (f), (g) and
(h) above to the extent applicable to an individual.

         Additional  Collateral.   If  at  any  time  the  Collateral  shall  be
unsatisfactory  to Chase,  upon the demand of Chase the undersigned will furnish
such further security or make such payment on account of the Liabilities as will
be satisfactory to Chase.

         Default. IF any of the following events of default shall occur (each an
"Event of Default"):

         (a) any  Obligor  shall  default  in  the  performance  of  any  of its
             agreements  herein  or in  any  instrument  or  document  delivered
             pursuant to this Security Agreement or the Liabilities (including a
             failure to comply with the preceding paragraph);

         (b) if any Obligor is an individual, Obligor shall die or be declared
             incompetent;

         (c) any Obligor
                  (i)      shall generally not, or be unable to, or shall  admit
                           in writing its inability  to, pay its  debts as  such
                           debts become due;
                  (ii)     shall  make  an   assignment   for  the   benefit  of
                           creditors;
                  (iii)    shall file a petition in bankruptcy or for any relief
                           under  any  law  of  any  jurisdiction   relating  to
                           reorganization,  arrangement,  readjustment  of debt,
                           dissolution or liquidation;
                  (iv)     shall have any such petition filed against it and the
                           same shall remain undismissed for a period of 30 days
                           or shall consent or acquiesce thereto; or
                  (v)      shall  have  had a  receiver,  custodian  or  trustee
                           appointed  for  all  or a  substantial  part  of  its
                           property;   

         (d) any action, suit,  proceeding or investigation against or affecting
             any Obligor before any court or governmental  agency which involves
             forfeiture of any assets of any Obligor shall have been  commenced;
             or

         (e) one or more  judgments,  decrees or orders for the payment of money
             in excess of $50,000 in the aggregate shall be rendered against any
             Obligor and shall continue  unsatisfied  and in effect for a period
             of 30 consecutive days without being vacated, discharged, satisfied
             or stayed or bonded pending appeal;

THEN,  unless and to the extent that Chase  shall  otherwise  elect,  all of the
Liabilities shall become and be due and payable  forthwith.  THE RIGHTS OF CHASE
SET FORTH IMMEDAITELY  ABOVE ARE WITHOUT  LIMITATION OF, AND IN ADDITION TO, ANY
OTHER  RIGHT OF CHASE  UNDER  ANY  OTHER  DOCUMENT  EVIDENCING  OR  EXECUTED  IN
CONNECTION  WITH THE  LIABILITIES  (INCLUDING  BUT NOT  LIMITED  TO ANY RIGHT OF
ACCELERATION OF PAYMENT PURSUANT TO THE PROVISIONS THEREOF OR ANY RIGHT OF CHASE
TO MAKE  DEMAND FOR  PAYMENT  THEREUNDER  WITHOUT  REFERENCE  TO ANY  PARTICULAR
CONDITION OR EVENT).

         Setoff.  In the event that any amount becomes due and payable hereunder
and Chase shall have demanded payment thereof from the undersigned,  in addition
to all other rights and remedies,  Chase  (including  subsidiaries  and each and
every affiliate) is hereby irrevocably  authorized,  without prior notice to the
undersigned,  to set off any  balances  held  for the  account  of or any  other
liability  owing by chase or any such  affiliate  to the  undersigned  at any of
Chase's (or such subsidiary's or affiliate's)  offices,  in Dollars or any other
currency,  against any of the  obligations of the undersigned to Chase, as Chase
may elect.
<PAGE>
         Notices. All notices,  requests,  demands or other communications to or
upon the  undersigned  or Chase  shall be in  writing  and shall be deemed to be
delivered  upon receipt if  delivered  by and or overnight  courier or five days
after  mailing  to the  address  (a) of the  undersigned  set  forth  below  the
undersigned's  execution of this Security  Agreement,  (b) of Chase as first set
forth above,  or (c) of the  undersigned  or chase at such other  address as the
undersigned or Chase shall specify to the other in writing.

         Entire  Agreement,   Amendment  and  Waiver.  This  Security  Agreement
constitutes the entire agreement between the undersigned and Chase in respect of
the subject  matter hereof and may be amended only by a writing signed on behalf
of each  party  and  shall be  effective  only to the  extent  set forth in that
writing.  No delay by Chase in  exercising  any power or right  hereunder  shall
operate as a waiver thereof or of any other power or right; nor shall any single
or partial  exercise  of any power or right  preclude  other or future  exercise
thereof, or the exercise of any other power or right hereunder.

         General Waivers. The undersigned hereby waive(s) presentment, notice of
dishonor  and  protest  of  all  instruments   included  in  or  evidencing  the
Liabilities  or the  Collateral  and any  and  all  other  notices  and  demands
whatsoever,   whether  or  not  relating  to  such   instruments  (the  "Secured
Documents").  The undersigned waives all demands,  notices and protests of every
kind which are not expressly  required under this Security  Agreement  which are
permitted by law to be waived,  and which would,  if not waived,  impair Chase's
enforcement of this Security  Agreement or release any  Collateral  from Chase's
security interest hereunder. By way of example, but not in limitation of Chase's
rights  under  this  Security  Agreement,  Chase  does  not  have  to  give  any
undersigned notice of any of the following:

         (a) notice of acceptance of this Security Agreement;
         (b) notice of loans  made,  credit  extended,  Collateral  received  or
             delivered;
         (c) any Event of Default;
         (d) any action which Chase does or does not take  regarding any Obligor
             or  any  other  person  or  any  other   collateral   securing  the
             Liabilities;
         (e) except as otherwise  provided herein,  enforcement of this Security
             Agreement against the Collateral; or
         (f) any other action taken in reliance on this Security Agreement.

         The  undersigned  waives all rules of suretyship  law and any other law
whatsoever  which is  legally  permitted  to be waived and which  would,  if not
waived, impair Chase's enforcement of its security interests. By way of example,
but not in limitation of Chase's rights under this Security Agreement, Chase may
do any of the following  without notice to the undersigned  except to the extent
that notice to the undersigned is required under another Secured  Document or in
each case in which the agreement of such  undersigned  is required  because such
undersigned  is a principal  party to a Liability  and, as a matter of contract,
the agreement of such undersigned is required:

         (a) change,  renew or extend the time for  repayment of all or any part
             of the Liabilities;
         (b) change the rate of interest or any other provisions with respect to
             all or any part of the Liabilities;
         (c) release,  surrender,  sell or  otherwise  dispose  of any  money or
             property which is in Chase's possession as collateral  security for
             the Liabilities;
         (d) fail to perfect any security interest in any Collateral;
         (e) release or discharge  any party liable to Chase in whole or in part
             for  the   Liabilities,   or  accept  any  additional   parties  or
             guarantors;
         (f) delay or refrain from exercising any of Chase's rights;
         (g) settle  or  compromise  any  and  all  claims   pertaining  to  the
             Liabilities and the Collateral; and
         (h) apply any money or  property  of  undersigned  or that of any other
             party liable to Chase for any part of the  Liabilities in any order
             you choose.
<PAGE>
         THE  UNDERSIGNED   HEREBY  KNOWINGLY,   VOLUNTARILY  AND  INTENTIONALLY
WAIVE(S)  (TO THE FULLEST  EXTENT  PERMITTED BY  APPLICABLE  LAW) ANY RIGHT TO A
TRIAL BY JURY OF ANY  DISPUTE  ARISING  UNDER OR  RELATING  TO THIS  NOTE OR ANY
FACILITY DOCUMENT, AND AGREES THAT ANY SUCH DISPUTE SHALL, AT CHASE'S OPTION, BE
TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.

         IN ADDITION,  THE UNDERSIGNED WAIVES THE RIGHT TO INTERPOSE ANY DEFENSE
BASED  UPON ANY  STATUTE OF  LIMITATIONS  OR ANY CLAIM OF DELAY BY CHASE AND ANY
SET-OFF OR COUNTERCLAIM OF ANY NATURE OR DESCRIPTION.

         Rights  Cumulative.  The rights,  powers and remedies  granted to Chase
herein shall be cumulative and in addition to any rights, powers and remedies to
which Chase may be entitled  either by operation of law or pursuant to any other
document or  instrument  delivered or from time to time to be delivered to Chase
in connection with any of the Liabilities.

         Governing Law; Jurisdiction.  This Security Agreement shall be governed
by and  construed  in  accordance  with  the  laws  of the  State  of New  York,
Connecticut,  or New Jersey,  depending  on the location of the Chase office set
forth in this Security Agreement. The undersigned consent(s) to the nonexclusive
jurisdiction  and venue of the state or federal courts located in such state. In
the event of a dispute hereunder, suit may be brought against the undersigned in
such courts or in any  jurisdiction  where the  undersigned or any of its assets
may be located. Service of process by Chase in connection with any dispute shall
be binding on the  undersigned if sent to the  undersigned by registered mail at
the  address(es)   specified  below  or  to  such  further  address(es)  as  the
undersigned may specify to Chase in writing.

         Commercial  Transaction.  IF THE UNDERSIGNED IS A CONNECTICUT DOMICILED
ENTITY  OR  RESIDENT,  EACH OF THE  UNDERSIGNED  HEREBY  ACKNOWLEDGES  THAT THIS
SECURITY   AGREEMENT  AND  THE  TRANSACTIONS   CONTEMPLATED   HEREBY  CONSTITUTE
COMMERCIAL  GENERAL STATUTES.  EACH OF THE UNDERSIGNED  EXPRESSLY WAIVES ANY AND
ALL RIGHTS,  CONSTITUTIONAL OR OTHERWISE, WITH RESPECT TO NOTICE AND HEARING AND
ANY RIGHTS UNDER CHAPTER 903a OF THE CONNECTICUT  GENERAL STATUTES IN CONNECTION
WITH ANY PREJUDGMENT REMEDY AVAILABLE TO CHASE.

         Assignment. Chase may assign, transfer and/or deliver to any transferee
of any of the Liabilities any or all of the Collateral,  and thereafter shall be
fully  discharged  from all  responsibility  with respect to the  Collateral  so
assigned, transferred and/or delivered. Such transferee shall be vested with all
the powers and rights of Chase  hereunder with respect to such  Collateral,  but
Chase shall retain all rights and powers hereby given with respect to any of the
Collateral not so assigned, transferred or delivered.

         Waiver  of   Presentment,   etc.  The   undersigned   hereby   waive(s)
presentment,  notice of dishonor and protest of all  instruments  included in or
evidencing  the  Liabilities or the Collateral and any and all other notices and
demands whatsoever, whether or not relating to such instruments.

         Miscellaneous.  The undersigned, if more than one, shall be jointly and
severally liable  hereunder and all provisions  hereof regarding the Liabilities
or Collateral of the undersigned  shall apply to any Liability or any Collateral
of any or all of them. The Chase Manhattan Bank (Chase) shall act for itself and
its affiliates as collateral agent hereunder.  This Security  Agreement shall be
binding upon the heirs, executors, administrators,  assigns or successors of the
undersigned;  shall constitute a continuing agreement,  applying to all existing
as well as future  transactions  between Chase and the undersigned that shall be
at any time closed; and shall so continue in force notwithstanding any change in
any  partnership  party  hereto,  whether  such  change  occurs  through  death,
retirement or otherwise.
<PAGE>
         IN WITNESS WHEREOF, the undersigned has executed this instrument or has
cause this instrument to be duly executed by his proper  officer(s) this 4th day
of June, 1997.


Address for Notices:

 11460 Cronridge Drive              Central Life and Casualty Company, Limited
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 Suite 120                          By: /s/  Kenneth L. Blum, Jr.
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 Owings Mills, Maryland  21117      Print Name: Kenneth L. Blum, Jr.
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Telecopier No. (    )                   Title:     President
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