EXHIBIT 10.gg

(Local Currency-Single Jurisdiction)

                                      ISDA
                  International Swap Dealers Association, Inc.

                                MASTER AGREEMENT

                          Dated as of: DECEMBER 4, 1998

KEY CORPORATE CAPITAL INC.                and            AZURE INVESTMENTS, INC.
--------------------------                               -----------------------

have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming those
Transactions.

Accordingly, the parties agree as follows:--

1.       INTERPRETATION

(a) DEFINITIONS. The terms defined in Section 12 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b) INCONSISTENCY. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c) SINGLE AGREEMENT. All Transactions are entered into in reliance on the fact
that this Master Agreement and all Confirmations form a single agreement between
the parties (collectively referred to as this "Agreement"), and the parties
would not otherwise enter into any Transactions.

2.       OBLIGATIONS

         (a) GENERAL CONDITIONS.

         (i)      Each party will make each payment or delivery specified in
                  each Confirmation to be made by it, subject to the other
                  provisions of this Agreement.

         (ii)     Payments under this Agreement will be made on the due date for
                  value on that date in the place of the account specified in
                  the relevant Confirmation or otherwise pursuant to this
                  Agreement, in freely transferable funds and in the manner
                  customary for payments in the required currency. Where
                  settlement is by delivery (that is, other than by payment),
                  such delivery will be made for receipt on the due date in the
                  manner customary for the relevant obligation unless otherwise
                  specified in the relevant Confirmation or elsewhere in this
                  Agreement.

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         (iii)    Each obligation of each party under Section 2(a)(i) is subject
                  to (1) the condition precedent that no Event of Default or
                  Potential Event of Default with respect to the other party has
                  occurred and is continuing, (2) the condition precedent that
                  no Early Termination Date in respect of the relevant
                  Transaction has occurred or been effectively designated and
                  (3) each other applicable condition precedent specified in
                  this Agreement.

(b) CHANGE OF ACCOUNT. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c) NETTING. If on any date amounts would otherwise be payable:

             (i) in the same currency; and

             (ii) in respect of the same Transaction

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of branches or offices through which the parties make
and receive payments or deliveries.

(d) DEFAULT INTEREST; OTHER AMOUNTS. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

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3.       REPRESENTATIONS

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into) that:--

(a) BASIC REPRESENTATIONS.

         (i)      STATUS. 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;

         (ii)     POWERS. It has the power to execute this Agreement and any
                  other documentation relating to this Agreement to which it is
                  a party, to deliver this Agreement and any other documentation
                  relating to this Agreement that it is required by this
                  Agreement to deliver and to perform its obligations under this
                  Agreement and any obligations it has under any Credit Support
                  Document to which it is a party and has taken all necessary
                  action to authorize such execution, delivery and performance;

         (iii)    NO VIOLATION OR CONFLICT. Such execution, delivery and
                  performance do not violate or conflict with any law applicable
                  to it, any provision of its constitutional documents, any
                  order or judgment of any court or other agency of government
                  applicable to it or any of its assets or any contractual
                  restriction binding on or affecting it or any of its assets;

         (iv)     CONSENTS. All governmental and other consents that are
                  required to have been obtained by it with respect to this
                  Agreement or any Credit Support Document to which it is a
                  party have been obtained and are in full force and effect and
                  all conditions of any such consents have been complied with;
                  and

         (v)      OBLIGATIONS BINDING. Its obligations under this Agreement and
                  any Credit Support Document to which it is a party constitute
                  its legal, valid and binding obligations, enforceable in
                  accordance with their respective terms (subject to applicable-
                  bankruptcy, reorganization, insolvency, moratorium or similar
                  laws affecting creditors' rights generally and subject, as to
                  enforceability, to equitable principles of general application
                  (regardless of whether enforcement is sought in a proceeding
                  in equity or at law)).

(b) ABSENCE OF CERTAIN EVENTS. No Event of Default or Potential Event of Default
or, to its knowledge, Termination Event with respect to it has occurred and is
continuing and no such event or circumstance would occur as a result of its
entering into or performing its obligations under this Agreement or any Credit
Support Document to which it is a party.

(c) ABSENCE OF LITIGATION. There is not pending or, to its knowledge, threatened
against it or any of its Affiliates any action, suit or proceeding at law or in
equity or before any court, tribunal, governmental body, agency or official or
any arbitrator that is likely to affect the legality, validity or enforceability
against it of this Agreement or any Credit Support Document to which it is a
party or its ability to perform its obligations under this Agreement or such
Credit Support Document.

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(d) ACCURACY OF SPECIFIED INFORMATION. All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

4.       AGREEMENTS

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:-

(a) FURNISH SPECIFIED INFORMATION. It will deliver to the other party any forms,
documents or certificates specified in the Schedule or any Confirmation by the
date specified in the Schedule or such Confirmation or, if none is specified, as
soon as reasonably practicable.

(b) MAINTAIN AUTHORIZATIONS. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c) COMPLY WITH LAWS. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

5.       EVENTS OF DEFAULT AND TERMINATION EVENTS

(a) EVENTS OF DEFAULT. The occurrence at any time with respect to a party or, if
applicable, any Credit Support Provider of such party or any Specified Entity of
such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:

         (i)      FAILURE TO PAY OR DELIVER. Failure by the party to make, when
                  due, any payment under this Agreement or delivery under
                  Section 2(a)(i) or 2(d) required to be made by it if such
                  failure is not remedied on or before the third Local Business
                  Day after notice of such failure is given to the party;

         (ii)     BREACH OF AGREEMENT. Failure by the party to comply with or
                  perform any agreement or obligation (other than an obligation
                  to make any payment under this Agreement or delivery under
                  Section 2(a)(i) or 2(d) or to give notice of a Termination
                  Event) to be complied with or performed by the party in
                  accordance with this Agreement if such failure is not remedied
                  on or before the thirtieth day after notice of such failure is
                  given to the party;

             (iii) CREDIT SUPPORT DEFAULT.

                   (1)  Failure by the party or any Credit Support Provider of
                        such party to comply with or perform any agreement or
                        obligation to be complied with or performed by it in
                        accordance with any Credit 


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                        Support Document if such failure is continuing after any
                        applicable grace period has elapsed;

                   (2)  the expiration or termination of such Credit Support
                        Document or the failing or ceasing of such Credit
                        Support Document to be in full force and effect for the
                        purpose of this Agreement (in either case other than in
                        accordance with its terms) prior to the satisfaction of
                        all obligations of such party under each Transaction to
                        which such Credit Support Document relates without the
                        written consent of the other party; or

                   (3)  the party or such Credit Support Provider disaffirms,
                        disclaims, repudiates or rejects, in whole or in part,
                        or challenges the validity of, such Credit Support
                        Document;

         (iv)     MISREPRESENTATION. A representation made or repeated or deemed
                  to have been made or repeated by the party or any Credit
                  Support Provider of such party in this Agreement or any Credit
                  Support Document proves to have been incorrect or misleading
                  in any material respect when made or repeated or deemed to
                  have been made or repeated;

         (v)      DEFAULT UNDER SPECIFIED TRANSACTION. The party, any Credit
                  Support Provider of such party or any applicable Specified
                  Entity of such party (1) defaults under a Specified
                  Transaction and, after giving effect to any applicable notice
                  requirement or grace period, there occurs a liquidation of, an
                  acceleration of obligations under, or an early termination of,
                  that Specified Transaction, (2) defaults, after giving effect
                  to any applicable notice requirement or grace period, in
                  making any payment or delivery due on the last payment,
                  delivery or exchange date of, or any payment on early
                  termination of, a Specified Transaction (or such default
                  continues for at least three Local Business Days if there is
                  no applicable notice requirement or grace period) or (3)
                  disaffirms, disclaims, repudiates or rejects, in whole or in
                  part, a Specified Transaction (or such action is taken by any
                  person or entity appointed or empowered to operate it or act
                  on its behalf);

         (vi)     CROSS DEFAULT. If "Cross Default" is specified in the Schedule
                  as applying to the party, the occurrence or existence of (1) a
                  default, event of default or other similar condition or event
                  (however described) in respect of such party, any Credit
                  Support Provider of such party or any applicable Specified
                  Entity of such party under one or more agreements or
                  instruments relating to Specified Indebtedness of any of them
                  (individually or collectively) in an aggregate amount of not
                  less than the applicable Threshold Amount (as specified in the
                  Schedule) which has resulted in such Specified Indebtedness
                  becoming, or becoming capable at such time of being declared,
                  due and payable under such agreements or instruments, before
                  it would otherwise have been due and payable or (2) a default
                  by such party, such Credit Support Provider or such Specified
                  Entity (individually or collectively) in making one or more
                  payments on the due date thereof in an aggregate amount of not
                  less than the applicable Threshold Amount under such
                  agreements or instruments (after giving effect to any
                  applicable notice requirement or grace period);

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         (vii)    BANKRUPTCY. The party, any Credit Support Provider of such
                  party or any applicable Specified Entity of such party:

                  (1)      is dissolved (other than pursuant to a consolidation,
                           amalgamation or merger); (2) becomes insolvent or is
                           unable to pay its debts or fails or admits in writing
                           its inability generally to pay its debts as they
                           become due; (3) makes a general assignment,
                           arrangement or composition with or for the benefit of
                           its creditors; (4) institutes or has instituted
                           against it a proceeding seeking a judgment of
                           insolvency or bankruptcy or any other relief under
                           any bankruptcy or insolvency law or other similar law
                           affecting creditors' rights, or a petition is
                           presented for its winding-up or liquidation, and, in
                           the case of any such proceeding or petition
                           instituted or presented against it, such proceeding
                           or petition (A) results in a judgment of insolvency
                           or bankruptcy or the entry of an order for relief or
                           the making of an order for its winding-up or
                           liquidation or (B) is not dismissed, discharged,
                           stayed or restrained in each case within 30 days of
                           the institution or presentation thereof; (5) has a
                           resolution passed for its winding-up, official
                           management or liquidation (other than pursuant to a
                           consolidation, amalgamation or merger); (6) seeks or
                           becomes subject to the appointment of an
                           administrator, provisional liquidator, conservator,
                           receiver, trustee, custodian or other similar
                           official for it or for all or substantially all its
                           assets; (7) has a secured party take possession of
                           all or substantially all its assets or has a
                           distress, execution, attachment, sequestration or
                           other legal process levied, enforced or sued on or
                           against all or substantially all its assets and such
                           secured party maintains possession, or any such
                           process is not dismissed, discharged, stayed or
                           restrained, in each case within 30 days thereafter;
                           (8) causes or is subject to any event with respect to
                           it which, under the applicable laws of any
                           jurisdiction, has an analogous effect to any of the
                           events specified in clauses (1) to (7) (inclusive);
                           or (9) takes any action in furtherance of, or
                           indicating its consent to, approval of, or
                           acquiescence in, any of the foregoing acts; or

         (viii)   MERGER WITHOUT ASSUMPTION. The party or any Credit Support
                  Provider of such party consolidates or amalgamates with, or
                  merges with or into, or transfers all or substantially all its
                  assets to, another entity and, at the time of such
                  consolidation, amalgamation, merger or transfer:

                  (1)      the resulting, surviving or transferee entity fails
                           to assume all the obligations of such party or such
                           Credit Support Provider under this Agreement or any
                           Credit Support Document to which it or its
                           predecessor was a party by operation of law or
                           pursuant to an agreement reasonably satisfactory to
                           the other party to this Agreement; or

                  (2)      the benefits of any Credit Support Document fail to
                           extend (without the consent of the other party) to
                           the performance by such resulting, surviving or
                           transferee entity of its obligations under this
                           Agreement.

(b) TERMINATION EVENTS. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, and, if specified to be applicable, a Credit
Event Upon Merger if the event is specified pursuant to (ii) below or an
Additional Termination Event if the event is specified pursuant to (iii) below:

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         (i)      ILLEGALITY. Due to the adoption of, or any change in, any
                  applicable law after the date on which a Transaction is
                  entered into, or due to the promulgation of, or any change in,
                  the interpretation by any court, tribunal or regulatory
                  authority with competent jurisdiction of any applicable law
                  after such date, it becomes unlawful (other than as a result
                  of a breach by the party of Section 4(b)) for such party
                  (which will be the Affected Party):

                  (1)      to perform any absolute or contingent obligation to
                           make a payment or delivery or to receive a payment or
                           delivery in respect of such Transaction or to comply
                           with any other material provision of this Agreement
                           relating to such Transaction; or

                  (2)      to perform, or for any Credit Support Provider of
                           such party to perform, any contingent or other
                           obligation which the party (or such Credit Support
                           Provider) has under any Credit Support Document
                           relating to such Transaction;

         (ii)     CREDIT EVENT UPON MERGER. If "Credit Event Upon Merger" is
                  specified in the Schedule as applying to the party, such party
                  ("X"), any Credit Support Provider of X or any applicable
                  Specified Entity of X consolidates or amalgamates with, or
                  merges with or into, or transfers all or substantially all its
                  assets to, another entity and such action does not constitute
                  an event described in Section 5(a)(viii) but the
                  creditworthiness of the resulting, surviving or transferee
                  entity is materially weaker than that of X, such Credit
                  Support Provider or such Specified Entity, as the case may be,
                  immediately prior to such action (and, in such event, X or its
                  successor or transferee, as appropriate, will be the Affected
                  Party); or

         (iii)    ADDITIONAL TERMINATION EVENT. If any "Additional Termination
                  Event" is specified in the Schedule or any Confirmation as
                  applying, the occurrence of such event (and, in such event,
                  the Affected Party or Affected Parties shall be as specified
                  for such Additional Termination Event in the Schedule or such
                  Confirmation).

(c) EVENT OF DEFAULT AND ILLEGALITY. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

6.       EARLY TERMINATION

(a) RIGHT TO TERMINATE FOLLOWING EVENT OF DEFAULT. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5 (a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

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(b) RIGHT TO TERMINATE FOLLOWING TERMINATION EVENT.

         (i)      NOTICE. If a Termination Event occurs, an Affected Party will,
                  promptly upon becoming aware of it, notify the other party,
                  specifying the nature of that Termination Event and each
                  Affected Transaction and will also give such other information
                  about that Termination Event as the other party may reasonably
                  require.

         (ii)     TWO AFFECTED PARTIES. If an Illegality under Section
                  5(b)(i)(1) occurs and there are two Affected Parties, each
                  party will use all reasonable efforts to reach agreement
                  within 30 days after notice thereof is given under Section
                  6(b)(i) on action to avoid that Termination Event.

         (iii)    RIGHT TO TERMINATE. If:

                  (1)      an agreement under Section 6(b)(ii) has not been
                           effected with respect to all Affected Transactions
                           within 30 days after an Affected Party gives notice
                           under Section 6(b)(i); or

                  (2)      an Illegality other than that referred to in Section
                           6(b)(ii), a Credit Event Upon Merger or an Additional
                           Termination Event occurs, either party in the case of
                           an Illegality, any Affected Party in the case of an
                           Additional Termination Event if there is more than
                           one Affected Party, or the party which is not the
                           Affected Party in the case of a Credit Event Upon
                           Merger or an Additional Termination Event if there is
                           only one Affected Party may, by not more than 20 days
                           notice to the other party and provided that the
                           relevant Termination Event is then continuing,
                           designate a day not earlier than the day such notice
                           is effective as an Early Termination Date in respect
                           of all Affected Transactions.

(c) EFFECT OF DESIGNATION.

         (i)      If notice designating an Early Termination Date is given under
                  Section 6(a) or (b), the Early Termination Date will occur on
                  the date so designated, whether or not the relevant Event of
                  Default or Termination Event is then continuing.

         (ii)     Upon the occurrence or effective designation of an Early
                  Termination Date, no further payments or deliveries under
                  Section 2(a)(i) or 2(d) in respect of the Terminated
                  Transactions will be required to be made, but without
                  prejudice to the other provisions of this Agreement. The
                  amount, if any, payable in respect of an Early Termination
                  Date shall be determined pursuant to Section 6(e).

(d) CALCULATIONS.

         (i)      STATEMENT. On or as soon as reasonably practicable following
                  the occurrence of an Early Termination Date, each party will
                  make the calculations on its part, if any, contemplated by
                  Section 6(e) and will provide to the other party a statement
                  (1) showing, in reasonable detail, such calculations
                  (including all relevant quotations and specifying any amount
                  payable under Section 6(e)) and (2) giving details of the
                  relevant account to which any amount payable to it is to be
                  paid. In the absence of written confirmation from the source
                  of a quotation


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                  obtained in determining a Market Quotation, the records of the
                  party obtaining such quotation will be conclusive evidence of
                  the existence and accuracy of such quotation.

         (ii)     PAYMENT DATE. An amount calculated as being due in respect of
                  any Early Termination Date under Section 6(e) will be payable
                  on the day that notice of the amount payable is effective (in
                  the case of an Early Termination Date which is designated or
                  occurs as a result of an Event of Default) and on the day
                  which is two Local Business Days after the day on which notice
                  of the amount payable is effective (in the case of an Early
                  Termination Date which is designated as a result of a
                  Termination Event). Such amount will be paid together with (to
                  the extent permitted under applicable law) interest thereon
                  (before as well as after judgment), from (and including) the
                  relevant Early Termination Date to (but excluding) the date
                  such amount is paid, at the Applicable Rate. Such interest
                  will be calculated on the basis of daily compounding and the
                  actual number of days elapsed.

(e) PAYMENTS ON EARLY TERMINATION. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss", and a payment method,
either the "First Method" or the "Second Method". If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method", as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

         (i)      EVENTS OF DEFAULT. If the Early Termination results from an
                  Event of Default:

                  (1)      FIRST METHOD AND MARKET QUOTATION. If the First
                           Method and Market Quotation apply, the Defaulting
                           Party will pay to the Non-defaulting Party the
                           excess, if a positive number, of (A) the sum of the
                           Settlement Amount (determined by the Non-defaulting
                           Party) in respect of the Terminated Transactions and
                           the Unpaid Amounts owing to the Non-defaulting Party
                           over (B) the Unpaid Amounts owing to the Defaulting
                           Party.

                  (2)      FIRST METHOD AND LOSS. If the First Method and Loss
                           apply, the Defaulting Party will pay to the
                           Non-defaulting Party, if a positive number, the
                           Non-defaulting Party's Loss in respect of this
                           Agreement.

                  (3)      SECOND METHOD AND MARKET QUOTATION. If the Second
                           Method and Market Quotation apply, an amount will be
                           payable equal to (A) the sum of the Settlement Amount
                           (determined by the Non-defaulting Party) in respect
                           of the Terminated Transactions and the Unpaid Amounts
                           owing to the Non-defaulting Party less (B) the Unpaid
                           Amounts owing to the Defaulting Party. If that amount
                           is a positive number, the Defaulting Party will pay
                           it to the Non-defaulting party; if it is a negative
                           number, the Non-defaulting Party will pay the
                           absolute value of that amount to the Defaulting
                           Party.

                  (4)      SECOND METHOD AND LOSS. If the Second Method and Loss
                           apply, an amount will be payable equal to the
                           Non-defaulting Party's Loss in respect of this
                           Agreement. If that amount is a positive number, the
                           Defaulting Party will pay it to the


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                           Non-defaulting Party; if it is a negative number, the
                           Non-defaulting Party will pay the absolute value of
                           that amount to the Defaulting Party.

         (ii)     TERMINATION EVENTS. If the Early Termination Date results from
                  a Termination Event:

                  (1)      ONE AFFECTED PARTY. If there is one Affected Party,
                           the amount payable will be determined in accordance
                           with Section 6(e)(i)(3), if Market Quotation applies,
                           or Section 6(e)(i)(4), if Loss applies, except that,
                           in either case, references to the Defaulting Party
                           and to the Non-defaulting Party will be deemed to be
                           references to the Affected Party and the party which
                           is not the Affected Party, respectively, and, if Loss
                           applies and fewer than all the Transactions are being
                           terminated, Loss shall be calculated in respect of
                           all Terminated Transactions.

                  (2)      TWO AFFECTED PARTIES. If there are two Affected
                           Parties:

                           (A)      If Market Quotation applies, each party will
                                    determine a Settlement Amount in respect of
                                    the Terminated Transactions, and an amount
                                    will be payable equal to (I) the sum of (a)
                                    one-half of the difference between the
                                    Settlement Amount of the party with the
                                    higher Settlement Amount ("X") and the
                                    Settlement Amount of the party with the
                                    lower Settlement Amount ("Y") and (b) the
                                    Unpaid Amounts owing to X less (II) the
                                    Unpaid Amounts owing to Y; and

                           (B)      If Loss applies, each party will determine
                                    its Loss in respect of this Agreement (or,
                                    if fewer than all the Transactions are being
                                    terminated, in respect of all Terminated
                                    Transactions) and an amount will be payable
                                    equal to one-half of the difference between
                                    the Loss of the party with the higher Loss
                                    ("X") and the Loss of the party with the
                                    lower Loss ("Y").

                                    If the amount payable is a positive number,
                                    Y will pay it to X; if it is a negative
                                    number, X will pay the absolute value of
                                    that amount to Y.

         (iii)    ADJUSTMENT FOR BANKRUPTCY. In circumstances where an Early
                  Termination Date occurs because "Automatic Early Termination"
                  applies in respect of a party, the amount determined under
                  this Section 6(e) will be subject to such adjustments as are
                  appropriate and permitted by law to reflect any payments or
                  deliveries made by one party to the other under this Agreement
                  (and retained by such other party) during the period from the
                  relevant Early Termination Date to the date for payment
                  determined under Section 6(d)(ii).

         (iv)     PRE-ESTIMATE. The parties agree that if Market Quotation
                  applies an amount recoverable under this Section 6(e) is a
                  reasonable pre-estimate of loss and not a penalty. Such amount
                  is payable for the loss of bargain and the loss of protection
                  against future risks and



                                       10
<PAGE>

                  except as otherwise provided in this Agreement neither party
                  will be entitled to recover any additional damages as a
                  consequence of such losses.

7.       TRANSFER

Neither this Agreement nor any interest or obligation in or under this Agreement
may be transferred (whether by way of security or otherwise) by either party
without the prior written consent of the other party, except that:

(a) a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       MISCELLANEOUS

(a) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b) AMENDMENTS. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c) SURVIVAL OF OBLIGATIONS. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d) REMEDIES CUMULATIVE. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e) COUNTERPARTS AND CONFIRMATIONS.

         (i)      This Agreement (and each amendment, modification and waiver in
                  respect of it) may be executed and delivered in counterparts
                  (including by facsimile transmission), each of which will be
                  deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
                  each Transaction from the moment they agree to those terms
                  (whether orally or otherwise). A Confirmation shall be entered
                  into as soon as practicable and may be executed and delivered
                  in counterparts (including by facsimile transmission) or be
                  created by an exchange of telexes or by


                                       11
<PAGE>

                  an exchange of electronic messages on an electronic messaging
                  system, which in each case will be sufficient for all purposes
                  to evidence a binding supplement to this Agreement. The
                  parties will specify therein or through another effective
                  means that any such counterpart, telex or electronic message
                  constitutes a Confirmation.

(f) NO WAIVER OF RIGHTS. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g) HEADINGS. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

9.       EXPENSES

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees,
incurred by such other party by reason of the enforcement and protection of its
rights under this Agreement or any Credit Support Document to which the
Defaulting Party is a party or by reason of the early termination of any
Transaction, including, but not limited to, costs of collection.

10.      NOTICES

(a) EFFECTIVENESS. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:

         (i)      if in writing and delivered in person or by courier, on the
                  date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
                  received;

         (iii)    if sent by facsimile transmission, on the date that
                  transmission is received by a responsible employee of the
                  recipient in legible form (it being agreed that the burden of
                  proving receipt will be on the sender and will not be met by a
                  transmission report generated by the sender's facsimile
                  machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
                  or the equivalent (return receipt requested), on the date that
                  mail is delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
                  electronic message is received,

                                       12
<PAGE>

                  unless the date of that delivery (or attempted delivery) or
                  that receipt, as applicable, is not a Local Business Day or
                  that communication is delivered (or attempted) or received, as
                  applicable, after the close of business on a Local Business
                  Day, in which case that communication shall be deemed given
                  and effective on the first following day that is a Local
                  Business Day.

(b) CHANGE OF ADDRESSES. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

11.      GOVERNING LAW AND JURISDICTION

(a) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b) JURISDICTION. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
                  Agreement is expressed to be governed by English law, or to
                  the non-exclusive jurisdiction of the courts of the State of
                  New York and the United States District Court located in the
                  Borough of Manhattan in New York City, if this Agreement is
                  expressed to be governed by the laws of the State of New York;
                  and

         (ii)     waives any objection which it may have at any time to the
                  laying of venue of any Proceedings brought in any such court,
                  waives any claim that such Proceedings have been brought in an
                  inconvenient forum and further waives the right to object,
                  with respect to such Proceedings, that such court does not
                  have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or
reenactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c) WAIVER OF IMMUNITIES. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and assets
(irrespective of their use or intended use), all immunity on the grounds of
sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or its
revenues or assets might otherwise be entitled in any Proceedings in the courts
of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

                                       13
<PAGE>

12.      DEFINITIONS

AS USED IN THIS AGREEMENT:--

"ADDITIONAL TERMINATION EVENT" has the meaning specified in Section 5(b).

"AFFECTED PARTY" has the meaning specified in Section 5(b).

"AFFECTED TRANSACTIONS" means (a) with respect to any Termination Event
consisting of an Illegality, all Transactions affected by the occurrence of such
Termination Event and (b) with respect to any other Termination Event, all
Transactions.

"AFFILIATE" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"APPLICABLE RATE" means:

(a) in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii))by a Non-defaulting Party, the Non-default
Rate; and

(d) in all other cases, the Termination Rate.

"CONSENT" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"CREDIT EVENT UPON MERGER" has the meaning specified in Section 5(b).

"CREDIT SUPPORT DOCUMENT" means any agreement or instrument that is specified as
such in this Agreement.

"CREDIT SUPPORT PROVIDER" has the meaning specified in the Schedule.

"DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

"DEFAULTING PARTY" has the meaning specified in Section 6(a).

                                       14
<PAGE>

"EARLY TERMINATION DATE" means the date determined in accordance with Section
6(a) or 6(b)(iii).

"EVENT OF DEFAULT" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"ILLEGALITY" has the meaning specified in Section 5(b).

"LAW" includes any treaty, law, rule or regulation and "LAWFUL" and "UNLAWFUL"
will be construed accordingly.

"LOCAL BUSINESS DAY" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located, (c) in
relation to any notice or other communication, including notice contemplated
under Section 5(a)(i), in the city specified in the address for notice provided
by the recipient and, in the case of a notice contemplated by Section 2(b), in
the place where the relevant new account is to be located and (d) in relation to
Section 5(a)(v)(2), in the relevant locations for performance with respect to
such Specified Transaction.

"LOSS" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, an amount that party reasonably
determines in good faith to be its total losses and costs (or gain, in which
case expressed as a negative number) in connection with this Agreement or that
Terminated Transaction or group of Terminated Transactions, as the case may be,
including any loss of bargain, cost of funding or, at the election of such party
but without duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before the
relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 9. A party will determine its Loss as of the relevant Early Termination
Date, or, if that is not reasonably practicable, as of the earliest date
thereafter as is reasonably practicable. A party may (but need not) determine
its Loss by reference to quotations of relevant rates or prices from one or more
leading dealers in the relevant markets.

"MARKET QUOTATION" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the quoting Reference
Market-maker to enter into a transaction (the "Replacement Transaction") that
would have the effect of preserving for such party the economic equivalent of
any payment or delivery (whether 


                                       15
<PAGE>

the underlying obligation was absolute or contingent and assuming the
satisfaction of each applicable condition precedent) by the parties under
Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
Transactions that would, but for the occurrence of the relevant Early
Termination Date, have been required after that date. For this purpose, Unpaid
Amounts in respect of the Terminated Transaction or group of Terminated
Transactions are to be excluded but, without limitation, any payment or delivery
that would, but for the relevant Early Termination Date, have been required
(assuming satisfaction of each applicable condition precedent) after that Early
Termination Date is to be included. The Replacement Transaction would be subject
to such documentation as such party and the Reference Market-maker may, in good
faith, agree. The party making the determination (or its agent) will request
each Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time zones)
on or as soon as reasonably practicable after the relevant Early Termination
Date. The day and time as of which those quotations are to be obtained will be
selected in good faith by the party obliged to make a determination under
Section 6(e), and, if each party is so obliged, after consultation with the
other. If more than three quotations are provided, the Market Quotation will be
the arithmetic mean of the quotations, without regard to the quotations having
the highest and lowest values. If exactly three such quotations are provided,
the Market Quotation will be the quotation remaining after disregarding the
highest and lowest quotations. For this purpose, if more than one quotation has
the same highest value or lowest value, then one of such quotations shall be
disregarded. If fewer than three quotations are provided, it will be deemed that
the Market Quotation in respect of such Terminated Transaction or group of
Terminated Transactions cannot be determined.

"NON-DEFAULT RATE" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"NON-DEFAULTING PARTY" has the meaning specified in Section 6(a).

"POTENTIAL EVENT OF DEFAULT" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"REFERENCE MARKET-MAKERS" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"SCHEDULED PAYMENT DATE" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"SET-OFF" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

"SETTLEMENT AMOUNT" means, with respect to a party and any Early Termination
Date, the sum of:

                                       16
<PAGE>

(a) the Market Quotations (whether positive or negative) for each Terminated
Transaction or group of Terminated Transactions for which a Market Quotation is
determined; and

(b) such party's Loss (whether positive or negative and without reference to any
Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"SPECIFIED ENTITY" has the meaning specified in the Schedule.

"SPECIFIED INDEBTEDNESS" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"SPECIFIED TRANSACTION" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"TERMINATED TRANSACTIONS" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"TERMINATION EVENT" means Illegality or, if specified to be applicable, a Credit
Event Upon Merger or an Additional Termination Event.

"TERMINATION RATE" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"UNPAID AMOUNTS" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at 


                                       17
<PAGE>

such Early Termination Date, an amount equal to the fair market value of that
which was (or would have been) required to be delivered as of the originally
scheduled date for delivery, in each case together with (to the extent permitted
under applicable law) interest, in the currency of such amounts, from (and
including) the date such amounts or obligations were or would have been required
to have been paid or performed to (but excluding) such Early Termination Date,
at the Applicable Rate. Such amounts of interest will be calculated on the basis
of daily compounding and the actual number of days elapsed. The fair market
value of any obligation referred to in clause (b) above shall be reasonably
determined by the party obliged to make the determination under Section 6(e) or,
if each party is so obliged, it shall be the average of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

KEY CORPORATE CAPITAL INC.            AZURE INVESTMENTS, INC.
    (Name of Party)                      (Name of Party)

By: /S/  LINDA KELLY                  By: /S/ FREDERICK A. MAYER
   ------------------------------         ----------------------------
         Name:Linda Kelly                     Name: Frederick A. Mayer
         Title:Designated Signer              Title: Attorney-in-fact
         Date:12/4/98                         Date: 12/4/98

                                       18
<PAGE>

                        SCHEDULE TO THE MASTER AGREEMENT

                          DATED AS OF DECEMBER 4, 1998

between KEY CORPORATE CAPITAL INC. and AZURE INVESTMENTS, INC.
               ("Party A")                 ("Party B")

PART 1.   Termination Provisions.

(a) "SPECIFIED ENTITY" MEANS in relation to Party A for the purpose of:

         Section 5(a)(v),               NONE 

         Section 5(a)(vi),              NONE                

         Section 5(a)(vii),             NONE

         Section 5(b)(ii),              NONE

         and in relation to Party B for the purpose of.

         Section 5(a)(v),               NONE

         Section 5(a)(vi),              NONE                        

         Section 5(a)(vii),             NONE

         Section 5(b)(ii),              NONE

(b) "SPECIFIED TRANSACTION" will have the meaning specified in Section 12 of
this Agreement.

(c) The "CROSS DEFAULT" provisions of Section 5(a)(vi) will apply to Party B.

(d) "SPECIFIED INDEBTEDNESS" will have the meaning specified in Section 12 of
this Agreement.

(e) "THRESHOLD AMOUNT" means $100,000.

(f) The "CREDIT EVENT UPON MERGER" provisions of Section 5(b)(ii) will apply to
Party B.

(g) The "AUTOMATIC EARLY TERMINATION" provision of Section 6(a) will apply to
Party B.

(h) PAYMENTS ON EARLY TERMINATION. For the purpose of Section 6(e) of this
Agreement: The Second Method and Market Quotation will apply.

(i) ADDITIONAL TERMINATION EVENT. For the purpose of Section 5(b) (iii) of this
Agreement, it shall be an "Additional Termination Event" with Party B being the
Affected Party if any Credit Support Document expires, terminates, or fails or
ceases to be in full force and effect for the purpose of this Agreement in
accordance with its terms prior to the satisfaction of all obligations of Party
B under each Transaction.

PART 2.    Agreement to Deliver Documents.

<PAGE>

For the purpose of Section 4(a) of this Agreement, Party B agrees to deliver the
following documents:

(a) A certificate of an authorized officer of Party B evidencing the necessary
corporate authorizations, resolutions, and approvals with respect to the
execution, delivery and performance of this Agreement, and certifying the names,
true signatures, and authority of the officer(s) signing this Agreement and
executing Transactions hereunder.

(b) Quarterly and annual consolidated financial statements of its affiliate,
Commodore Holdings Limited when requested by Party A.

PART 2.    Miscellaneous.

(a) ADDRESSES FOR NOTICES: For the purpose of Section 10(a) of this Agreement

               Address for notices or communications to Party A:

               Address: 127 PUBLIC SQUARE, OH-01-27-0405, CLEVELAND, OHIO
               44114

               Attention: INTEREST RATE RISK MANAGEMENT

               Facsimile No.: (216) 689-4737 Telephone No: (216) 689-0516

               Address for notices or communications to Party B:

               Address: C/O COMMODORE HOLDINGS LIMITED, 4000 HOLLYWOOD BLVD,
               SUITE 385, SOUTH TOWER, HOLLYWOOD, FLORIDA 33021

               Attention: ALAN PRITZKER, CHIEF FINANCIAL OFFICER

               Facsimile No.: (954) 967-2147 Telephone No: (954) 967-2103

(b) CALCULATION AGENT. The Calculation Agent is Party A.

(c) CREDIT SUPPORT DOCUMENT. Loan and Security Agreement between Party A and B
dated December 1, 1998; Corporate Guaranty Agreement given by Commodore Holdings
Limited for the benefit of Party A dated December 1, 1998.

(d) CREDIT SUPPORT PROVIDER. Commodore Holdings Limited.

(e) GOVERNING LAW. This Agreement will be governed by and construed in
accordance with the laws of the State of New York without reference to choice of
law doctrine.

(f) DEFINITIONS. Section 12 is modified as follows:

         (i) "Default Rate" means Prime +5%.

(g) PAYMENTS.

<PAGE>

                   Party A will make payments to Party B by transfer to the
account of Party B at KeyBank National Association (ACCOUNT NUMBER: ).

                  Party B will make payments to Party A by transfer from the
account of Party B at KeyBank National Association (ACCOUNT NUMBER: ), and Party
A is irrevocably authorized to debit such account for each such payment (it
being understood that Party B will at all times maintain sufficient balances in
such account for such purposes).

PART 4.    Other Provisions.

ADDITIONAL REPRESENTATION. Party B represents to Party A (which representation
will be deemed to be repeated by Party B on each date on which a Transaction is
entered into) that it, or any Credit Support Provider, has either: (i) total
assets exceeding $10,000,000, or (ii) a net worth of $1,000,000, and is entering
into the Transaction in connection with the conduct of its business or to manage
the risk of an asset or liability owned or incurred, or reasonably likely to be
owned or incurred in the conduct of its business.

EVENT OF DEFAULT. Each Party agrees to notify the other party of the occurrence
of any Event of Default or Potential Event of Default immediately upon learning
of the occurrence thereof.

DISCLAIMER. In entering into this Agreement, Party B understands that there is
no assurance as to the direction in which interests rates in financial markets
may move in the future and that Party A makes no covenant, representation, or
warranty in this regard or in regard to the suitability of the terms of the
Agreement or any Transaction to the particular needs and financial situation of
Party B. Party B represents, which representation shall be deemed repeated with
respect to and at the time of each Transaction, that it has had the opportunity,
independently of Party A and Party A's affiliates, officers, employees, and
agents, to consult its own financial advisors and has determined that it is in
Party B's interest to enter into the Agreement and any Transaction.

KEY CORPORATE CAPITAL INC.             AZURE INVESTMENTS, INC.

By:/s/ LINDA L. KELLY                  By: /s/ FREDERICK A. MAYER
   ---------------------------            --------------------------------
   Name:  Linda L. Kelly                  Name:  Frederick A. Mayer
   Title: Designated Signer               Title: Attorney-in-Fact


<PAGE>


                          KEYBANK NATIONAL ASSOCIATION

                              AMENDED CONFIRMATION

To:               AZURE INVESTMENTS, INC.

Attn:             ALLEN PRITZKER
Fax:              954-967-2147

Duplicate
Confirm to:
Client ID:

From:             KEYBANK NATIONAL ASSOCIATION
Date:             07-Dec-98
Our Ref:          31344

<PAGE>


THIS CONFIRMATION AMENDS, SUPERCEDES, AND REPLACES THE CERTAIN CONFIRMATION
BETWEEN US DATED 12/4/98 IN THE INITIAL NOTIONAL AMOUNT OF $10,000,000.00.

The purpose of this letter agreement is to set forth the terms and conditions of
the Swap Transactions entered into between KEYBANK NATIONAL ASSOCIATION and
AZURE INVESTMENTS, INC. on the Trade Date specified below (the "Swap
Transaction"). This letter agreement constitutes a "Confirmation" as referred to
in the Swap Agreement Specified below.

         1. The definitions and provisions contained in the 1991 ISDA
Definitions (as published by the International Swap Dealers Association, Inc.)
(the "Definitions") are incorporated into this Confirmation.

         If you and we are parties to a Master Agreement that sets forth the
general terms and conditions applicable to Swap Transactions between us (a "Swap
Agreement"), this confirmation supplements, forms a part of, and is subject to,
such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this
Confirmation will supplement, form a part of, and be subject to, a Swap
Agreement upon its execution and delivery by you and us. All provisions
contained or incorporated by reference in such Swap Agreement shall govern this
Confirmation except as expressly modified below. In the event of any
inconsistency between this Confirmation and the Definitions or the Swap
Agreement, this Confirmation will govern. In addition, if a Swap Agreement has
not been executed, this Confirmation will itself evidence a complete binding
agreement between you and us as to the terms and conditions of the Swap
Transaction to which this Confirmation relates.

         This Confirmation will be governed by and construed in accordance with
the laws of the State of New York, without reference to choice of law doctrine,
provided that this provision will be superseded by any choice of law provision
in the Swap Agreement.

         2. This Confirmation constitutes a Rate Swap Transaction under the Swap
Agreement and the terms of the Rate Swap Transaction to which this Confirmation
relates are as follows:

<PAGE>

<TABLE>
<S>                                                     <C>
AZURE INVESTMENTS, INC.
Our Ref:  31344

     Notional Amount:                                   $10,000,000.00 USD Amortizing per Exhibit A

     Trade Date.                                        04-Dec-98

     Effective Date:                                    04-Dec-98

     Termination Date:                                  04-Dec-06

     Fixed Amounts:
         Fixed Rate Payer:                              AZURE INVESTMENTS, INC.

Fixed Rate Player                                       Commencing 04-Jan-99 and monthly thereafter on
Payment Dates:                                          the 4th  calendar  day of the month up to and  including  the
                                                        Termination Date,
                                                        subject to adjustment in
                                                        accordance with
                                                        Following Business Day
                                                        Convention.

         Fixed Rate:                                    9.1400 %

         Fixed Rate Day
         Count Fraction:                                30/360

     Floating Amounts:
         Floating Rate payer:                           KEYBANK NATIONAL ASSOCIATION

Floating Rate Payer                                     Commencing 04-Jan-99 and monthly thereafter on
Payment Dates:                                          the 4th  calendar  day of the month up to and  including  the
                                                        Termination Date,
                                                        subject to adjustment in
                                                        accordance with
                                                        Following Business Day
                                                        Convention.

         Floating Rate for Initial Calculation
         Period:                                        To Be Determined

         Floating Rate Option:                          USD-PRIME-H.15 Weighted Average

         Spread:                                        0.8000 %

     Floating Rate Day
     Count Fraction:                                    30/360

Reset Dates:                                            Daily

     Calculation Agent:                                 KEYBANK NATIONAL ASSOCIATION

     Other Terms

     And Conditions:                                    None

     Payment Method.                                    Please Provide
</TABLE>

<PAGE>

Please confirm the foregoing correctly sets forth the terms of our Agreement by
executing the copy of this Confirmation enclosed for that purpose and returning
it to us.

                                             Regards,

                                             KEYBANK NATIONAL ASSOCIATION

                                             By:

                                             /s/ Steven B. Marks
                                             ----------------------------------
                                             Name:  Steven B. Marks

Accepted and Confirmed as of the Trade Date:

AZURE INVESTMENTS, INC.

/s/ Frederick A. Mayer
-----------------------
Name:Frederick A. Mayer


<PAGE>


AZURE INVESTMENTS, INC.
Our Ref: 31344

                                    EXHIBIT A

Notional Amount:  $10,000,000.00

      PERIOD DATE      AMMORTIZATION ACCREDITION  REMAINING NOTIONAL
      -----------      -------------------------  ------------------
       04-Jan-99              41,666.67            9,958,333.33
       04-Feb-99              41,666.67            9,916,666.66
       04-Mar-99              41,666.67            9,874,999.99
       05-Apr-99              41,666.67            9,833,333.32
       04-May-99              41,666.67            9,791,666.65
       04-Jun-99              41,666.67            9,749,999.98
       06-Jul-99              41,666.67            9,708,333.31
       04-Aug-99              41,666.67            9,666,666.64
       07-Sep-99              41,666.67            9,624,999.97
       04-Oct-99              41,666.67            9,583,333.30
       04-Nov-99              41,666.67            9,541,566.63
       06-Dec-99              41,666.67            9,499,999.96
       04-Jan-00              30,854.11            9,469,145.85
       04-Feb-00              31,073.95            9,438,071.90
       06-Mar-00              31,295.35            9,406,776.55
       04-Apr-00              31,518.33            9,375,258.22
       04-May-00              31,742.90            9,343,515.33
       05-Jun-00              31,969.06            9,311,546.26
       05-Jul-00              32,196.84            9,279,349.42
       04-Aug-00              32,426.25            9,246,923.17
       05-Sep-00              32,657.28            9,214,265.89
       04-Oct-00              32,889.97            9,181,375.92
       06-Nov-00              33,124.31            9,148,251.61
       04-Dec-00              33,360.32            9,114,891.29
       04-Jan-01              33,598.01            9,081,293.28
       05-Feb-01              33,837.40            9,047,455.88
       05-Mar-01              34,078.49            9,013,377.39
       04-Apr-01              34,321.30            8,979,056.09
       04-May-01              34,565.84            8,944,490.25
       04-Jun-01              34,812.12            8,909,678.13
       05-Jul-01              35,060.15            8,874,617.98
       06-Aug-01              35,309.96            8,839,308.02
       04-Sep-01              35,561.54            8,803,746.48
       04-Oct-01              35,814.92            8,767,931.56
       05-Nov-01              35,070.10            8,731,861.46
       04-Dec-01              36,327.10            8,695,534.36
       04-Jan-02              36,585.93            8,658,948.43
       04-Feb-02              36,846.50            8,622,101.83
       04-Mar-02              37,109.14            8,584,992.69
       04-Apr-02              37,373.84            8,547,619.15
       06-May-02              37,639.82            8,509,979.33
       05-Aug-02              37,908.01            8,472,071.32
       05-Jul-02              38,178.10            8,433,893.22


<PAGE>

      05-Aug-02             38,450.12            8,395,443.10
      04-Sep-02             38,724.08            8,356,719.02
      04-Oct-02             38,999.99            8,317,719.03
      04-Nov-02             39,277.86            8,278,441.17
      04-Dec-02             39,557.72            8,238,883.45
      06-Jan-03             39,839.57            8,199,043.88
      04-Feb-03             40,123.42            8,158,920.46
      04-Mar-03             40,409.30            8,118,511.16
      04-Apr-03             40,697.22            8,077,813.94
      05-May-03             40,987.19            8,036,826.75
      04-Jun-03             41,279.22            7,995,547.53
      07-Jul-03             41,573.34            7,953,974.19
      04-Aug-03             41,859.55            7,912,104.64
      04-Sep-03             43,167.87            7,869,936.77
      06-Oct-03             42,468.31            7,827,468.46
      04-Nov-03             42,770.90            7,784,697.56
      04-Dec-03             43,075.64            7,741,621.92
      05-Jan-04             43,382.55            7,698,239.37
      04-Feb-04             43,691.66            7,654,547.71
      04-Mar-04             44,002.96            7,610,544.75
      05-Apr-04             44,316.48            7,566,238.27
      04-May-04             44,632.23            7,521,596.04
      04-Jun-04             44,950.24            7,476,645.80
      06-Jul-04             45,270.51            7,431,375.29
      04-Aug-04             45,593.06            7,385,782.23
      07-Sep-04             45,917.91            7,339,864.32
      04-Oct-04             46,245.08            7,293,619.24
      04-Nov-04             46,574.57            7,247,044.67
      06-Dec-04             46,905.42            7,200,138.25
      04-Jan-05             47,240.63            7,152,897.62
      04-Feb-05             47,577.22            7,105,330.40
      04-Mar-05             47,916.20            7,057,404.20
      04-Apr-05             48,257.61            7,009,146.59
      04-May-05             48,601.44            6,960,545.15
      06-Jun-05             49,947.73            6,911,597.42
      05-Jul-05             49,296.48            6,862,300.94
      04-Aug-05             49,647.72            6,812,653.22
      05-Sep-05             50,001.49            6,762,651.76
      04-Oct-05             50,357.72            6,713,294.04
      04-Nov-05             50,716.52            6,661,577.52
      05-Dec-05             51,077.67            6,610,499.65
      04-Jan-06             51,441.80            6,559,057.85
      06-Feb-06             51,808.32            6,507,249.53
      06-Mar-06             52,177.46            6,455,073.07
      04-Apr-06             52,549.22            6,402,522.85
      04-May-06             52,923.64            6,349,599.21
      05-Jun-06             53,300.72            6,296,296.49
      05-Jul-06             53,580.48            6,242,618.01
      04-Aug-06             54,062.96            6,138,555.05
      05-Sep-06             54,448.16            6,134,106.89
      04-Oct-06             54,836.10            6,079,270.79
      06-Nov-06             55,236.81            6,024,043.98