<PAGE>

                       DISTRIBUTION AND PURCHASE AGREEMENT

         THIS DISTRIBUTION AND PURCHASE AGREEMENT (the "Agreement") is made and
effective as of December 6, 2002 by and between BIOACCESS, INC., a Delaware
corporation with its principal place of business at 4000 Hudson Street,
Baltimore, MD 21224 (the "Company") and VALESC INC., a Delaware corporation with
its principal offices at 2300 Coit Road, Suite 300B, Plano, TX 75075 (the
"Distributor").

         In consideration of the mutual agreements and understandings set forth
herein, the parties hereby agree as follows:

1.       PURPOSE

         The purpose of this Agreement is to facilitate the promotion,
         distribution and sale of the Company's products (the "Products"), which
         are specifically identified on the list attached hereto as Appendix A.

2.       APPOINTMENT OF DISTRIBUTOR

         The Company hereby appoints Distributor as its exclusive distributor
         within the geographic area described on Appendix B attached hereto (the
         "Territory"). At any time during the term of this Agreement and upon
         written notice to the Company, Distributor may designate one of its
         subsidiaries as the Distributor for all purposes under this Agreement
         and may assign and transfer all of its rights and obligations hereunder
         to such subsidiary.

3.       PRODUCTS

         The Company may from time to time in its sole discretion, upon 30 days'
         written notice to Distributor, add items to the list of Products
         specified on Appendix A and/or remove items from the list. When the
         Company develops a next generation product for one or more of the
         Products, the next generation product shall be added promptly to
         Appendix A and become a Product hereunder.

4.       RESPONSIBILITIES OF DISTRIBUTOR

         Distributor shall have the following responsibilities:

         A.       Provide coverage of existing and potential customers within
                  the Territory on a regular basis consistent with good business
                  practice and use commercially reasonable efforts to promote
                  and distribute the Products in the Territory.

         B.       Employ sales personnel in connection with the promotion of the
                  Products who are qualified and suitably trained with respect
                  to the Products, to the reasonable satisfaction of Company;
                  provided that, nothing in this provision shall require
                  Distributor to employ additional or new sales representatives.

         C.       Cooperate with and assist the Company in promotional
                  campaigns; provided that

<PAGE>

                  the Company shall be responsible for the costs of such
                  campaigns, except for the costs of Distributor's personnel.

         D.       Distributor shall not promote, sell, or offer for sale within
                  the Territory during the term of this Agreement, either
                  directly or through its wholly owned subsidiaries, any goods
                  or articles that, in the Company's reasonable judgment,
                  compete with the Products. The Company represents that it has
                  reviewed the products currently being sold by the Distributor
                  and its subsidiaries as of the date of this Agreement and has
                  determined that such products are noncompetitive.

         E.       Upon request, submit periodic sales reports containing such
                  information as the Company may reasonably require for the
                  purpose of enabling the Company to be advised of sales
                  progress in the Territory. This information shall be provided
                  within 30 business days after the close of each quarterly
                  accounting period. The Company has reviewed and approved the
                  current reporting package generated by the Distributor, and
                  finds it to be sufficient.

         F.       Maintain lot tracing information and provide information to
                  the Company upon request.

         G.       Maintain adequate and balanced levels of Product inventory.

5.       RESPONSIBILITIES OF THE COMPANY

         The Company shall have the following responsibilities:

         A.       Maintain the quality level of the Products sold hereunder, so
                  that the Distributor can assure its customers that it will
                  deliver products of high quality.

         B.       Advertise and promote the Products within the Territory and
                  keep Distributor advised of these promotions.

         C.       Communicate with Distributor with respect to possible
                  availability of new products and price changes and policies.
                  All notices of price changes must be in writing to the
                  Distributor with a minimum of 90 days advance notice.

         D.       Support Distributor with (i) training with respect to the
                  Products, (ii) the provision of sales support materials and
                  (iii) field support by the Company's Sales Representatives.
                  Such support will be provided by the Sales Representatives and
                  other personnel from the Company promptly upon request by the
                  Distributor. If the Distributor feels that this support is not
                  satisfactory, Distributor will contact the Vice President of
                  Sales, or equivalent officer if there is no Vice President of
                  Sales, of the Company immediately. The Company shall provide,
                  prior to Distributor's first sale of the Products, initial
                  training concerning the Products for


                                       2
<PAGE>

                  the sales representatives of Distributor at a location in
                  the Territory selected by Distributor.

         E.       Allow credit to Distributor on merchandise returned by
                  customers of Distributor in accordance with the Company's
                  Returned Goods Policy, as in effect from time to time;
                  provided, that returns must be approved by the Company in
                  advance and such approval will not be unreasonably withheld.
                  There will be no restocking charge for Products (in unopened
                  cartons) returned to the Company by the Distributor.

         F.       Respect all matters of a confidential nature and agree not to
                  divulge these matters to any other distributor.

         G.       Except for Excluded Sales (as hereinafter defined), the
                  Company shall not sell any Products directly to any customer
                  in the Territory without the approval of the Distributor,
                  which approval shall not unreasonably be withheld. The
                  Company shall not request such approval from Distributor
                  unless Distributor is unable or unwilling to sell the
                  Products to the customer in question. With respect to any
                  sale of Products by the Company in the Territory where
                  approval has been obtained from Distributor and except for
                  Excluded Sales, the Company will pay Distributor a
                  commission of 20% of the gross sale price (excluding taxes
                  and shipping costs) for such sale on the tenth day of the
                  month following such sale. "Excluded Sales" shall mean sales
                  of Products by the Company to any customer in the Territory
                  where the Products will not be used within the Territory
                  (e.g. national accounts with a billing address located
                  within the Territory; JITs - just in time warehousers
                  located within the Territory).

6.       TERMS OF AGREEMENT

         A.       This Agreement shall remain in effect for one year from the
                  date of delivery of the first products ordered by the
                  Distributor, and will be automatically renewed for terms of
                  one year unless terminated by either party upon 90 days
                  advance written notice before the end of any term.

         B.       The prices for the Products sold hereunder shall be
                  established in the Company's Distributor Price List, the
                  current form of which is attached hereto as Appendix D, and
                  are subject to change from time to time at the Company's
                  sole discretion upon 90 days' written notice, provided there
                  is a commensurate increase in the list price to the
                  customer. In the event of a price increase, the Company will
                  rebate to the Distributor the original price for all pricing
                  commitments to customers that were agreed to prior to the
                  increase; provided that, in order to obtain such a rebate,
                  the Distributor must provide the Company with written proof
                  that such pricing commitments were obtained prior to the
                  announced price increase. Sales shall be F.O.B. Company's
                  facility. Orders calling for delivery prior to the effective
                  date of a price change shall be subject to the previous
                  price; provided, that (i) any delays in shipment are not
                  caused by the Distributor being on "credit hold" status,



                                       3
<PAGE>

                  and (ii) such orders shall not be substantially in excess of
                  Distributor's usual ordering pattern. All payments are due
                  within 30 days of the date of invoice.

         C.       Prior to the shipment of any Product by the Distributor
                  wherein the price charged to the customer would result in a
                  gross margin earned by the Distributor of less than 25%, the
                  Company must specifically approve the pricing to the
                  customer and guarantee Distributor a minimum of 25% gross
                  margin prior to the sale being accepted. In the unlikely
                  event that the gross margin earned by Distributor on sales
                  of the Company's Products should fall below 25%, it is
                  mutually agreed, in consideration of the time and expenses
                  that will be incurred by the Distributor in obtaining these
                  sales, that the Company will award the Distributor a credit
                  towards future Product purchases by Distributor in an amount
                  equal to the amount needed for Distributor to receive the
                  agreed-upon minimum 25% gross margin for the sale(s) in
                  which its gross margin was less than 25%. For purposes of
                  this computation, "gross margin" is defined as the net
                  selling price to the customer (invoice price), less the cost
                  of the Products purchased based on the Company's distributor
                  price list, divided by the net selling price and multiplied
                  by 100.

         D.       All sales hereunder shall be subject to the Company's standard
                  terms and conditions of sale (including provisions thereof
                  with respect to disclaimer or warranties) except for such
                  terms and conditions of sale that conflict with any provision
                  hereof.

         E.       All sales are to be made by Distributor only to customers
                  located in the Territory.

         F.       The Company will charge Distributor interest on all past due
                  invoices for Product orders at an interest rate equal to the
                  lesser of (i) 1.5% per month (18.00% APR) or (ii) the maximum
                  legal interest rate then established by the laws of the State
                  of Maryland. The Distributor shall be liable for all costs and
                  reasonable attorney fees incurred by the Company in order to
                  collect on any past due account.

7.       LIMITATION OF DISTRIBUTOR'S AUTHORITY

         A.       Distributor shall be an independent contractor of the Company.
                  Under no circumstances shall Distributor or its
                  representatives, agents or employees be deemed the agent of
                  the Company for any purpose, nor shall Distributor enter into
                  any contract or make any representation or commitment in the
                  name of or on behalf of the Company, except as provided for in
                  this Agreement.

         B.       Distributor shall under no circumstances make any warranties
                  or representations with respect to the Company's products
                  beyond those warranties and representations expressly issued
                  or approved by the Company in writing, or which are included
                  in the Company's promotional or informational materials.

                                       4
<PAGE>

8.       PRODUCT DEFECTS AND REPAIRS

         Distributor shall promptly inform the Company of any information it may
         obtain that relates to any claimed or actual defect or deficiency in
         any Product. In no event shall Distributor attempt to repair or correct
         a defect or deficiency in any Product, or advise any other person to so
         act, without the express authorization of the Company. In all cases
         involving such defects or deficiencies, Distributor shall proceed as
         instructed by the Company. However, Distributor must comply with all
         applicable laws and regulations including, but not limited to, the
         regulations of the FDA as they apply to Medical Devices.

9.       SAMPLES

         The Company shall provide the Distributor with a reasonable amount of
         Products (relative to anticipated sales by the Distributor) to be used
         as samples and literature at no charge to the Distributor.

10.      CONFIDENTIALITY

         Distributor recognizes the importance of confidentiality with respect
         to the matters covered by this Agreement or relating to the Products,
         and agrees to keep confidential such matters and such information and
         knowledge as the Company may from time to time provide regarding the
         Company's business affairs, products, trade secrets, customers,
         manufacturing, marketing, or the like. Distributor agrees not to
         disclose at any time, before or after the termination or expiration of
         this Agreement, any part of such matters, information or knowledge,
         including without limitation, the names and other material information
         pertaining to customers of the Company, whether or not such customers
         were developed by Distributor, except as such disclosure is authorized
         by the Company, or as necessary in the course of the Distributor's
         duties under this Agreement. This provision shall not apply to
         confidential information (i) that becomes public through no act or
         fault of Distributor or its subsidiaries, (ii) that is independently
         developed by Distributor or its subsidiaries by persons who have not
         had access to the confidential information, (iii) that is received by
         Distributor or its subsidiaries from a third party not known to be
         under restriction on disclosure or use, (iv) that is in the lawful
         possession of Distributor of its subsidiaries without any limitations
         on disclosure prior to its disclosure by the Company, or (v) that is
         required by law or by judicial or regulatory process to be disclosed.
         The Company understands that the Distributor will be required to
         publicly file this Agreement with the Securities and Exchange
         Commission in connection with its status as a reporting company under
         the Securities Exchange Act of 1934, as amended.

11.      TERMINATION OF DISTRIBUTORSHIP

         A.       Either party may terminate this Agreement without cause upon
                  written notice delivered at least three months prior to the
                  effective date. If Distributor terminates this Agreement
                  without cause and provides the required notice to Company,
                  Company may accelerate the effective date of termination to a
                  date not less than 30 days after the notice of termination is
                  delivered.

                                       5
<PAGE>


         B.       No later than three months after the Distributor first orders
                  Products from the Company, the Company shall identify the
                  minimum volume of Product sales in the Territory that the
                  Distributor shall be required to order in each quarter for
                  the duration of the initial term hereof, in the form
                  attached hereto as Appendix C. After such time, if the
                  Distributor fails to obtain orders for delivery within the
                  Territory of at least the volume of Products in units
                  indicated on Appendix C, the Company may notify the
                  Distributor in writing that this Agreement may be
                  terminated. The Distributor will have 60 days to correct the
                  deficient performance. If terminated for deficient
                  performance, the Distributor can purchase Products on a
                  non-exclusive basis for 120 days following the date of
                  termination at the same pricing and discounts as provided in
                  Appendix A, as modified from time to time. The minimum sales
                  volume of Products in units per quarter as stated on
                  Appendix C may be amended by written agreement of the
                  Company and the Distributor prior to the expiration of the
                  initial term and any succeeding one-year term hereof.

         C.       Not less than 30 days before the expiration of the initial
                  term and any succeeding one-year term hereof, the Company may
                  notify Distributor of revised sales targets, which will have
                  been mutually agreed upon, to be included as Appendix C for
                  the renewal term of this Agreement. In the unlikely event that
                  a new quota amount cannot be mutually agreed upon, then the
                  quota will become 105% of the prior period's quota. During the
                  first six months of this Agreement, the Distributor will be
                  required only to use its best efforts to meet the targeted
                  quota.

         D.       Except as provided in Paragraph B of this section, in the
                  event of a material default by either the Company or the
                  Distributor in the performance of its duties, obligations, or
                  undertakings under this Agreement, the other party shall have
                  the right to give written notice to the defaulting party
                  advising such party of the specific default involved and if,
                  within 60 days after such notice, the defaulting party has not
                  remedied such default, the other party shall have the right,
                  in addition to any other rights and remedies they may have, to
                  terminate this Agreement immediately upon given written notice
                  to the defaulting party.

         E.       The Company or the Distributor may immediately terminate this
                  Agreement at any time by giving written notice of such
                  termination in the event the other party becomes insolvent,
                  institutes or permits to be instituted against it any
                  proceedings seeking receivership, trusteeship, bankruptcy,
                  reorganization, arrangement, readjustment of debt, assignment
                  for the benefit of creditors, or other similar proceedings
                  under any applicable law.

         F.       If the Company terminates the Distributor without cause or
                  elects not to renew this Agreement even though the
                  Distributor has met its performance objectives as specified
                  on Appendix C, the Company shall pay Distributor an amount
                  equal to 12 times the Termination Amount. The "Termination
                  Amount" shall be equal to the monthly average of the
                  Distributor's net sales to customers for the three months
                  immediately preceding the effective date of such
                  termination, less the cost


                                       6
<PAGE>

                  of goods sold (including shipping charges for shipment of
                  the Products from the Company to the Distributor and from
                  the Distributor to the customer). The payment due the
                  Distributor shall be paid in four equal quarterly
                  installments commencing on the first day of the first month
                  following the effective date of termination.

         G.       Rights upon Termination. Upon termination of this Agreement
                  for any reason, the Company and the Distributor shall be
                  bound by the following provisions:

                  1.       No Effect on Rights to Payment or Receipt of Product.
                           Termination of this Agreement shall not affect the
                           right of the Company to receive payment for the
                           Products accepted by Distributor before or after such
                           termination nor shall termination affect the right of
                           Distributor to receive the Products ordered before
                           termination.

                  2.       No Release from Obligations. Any termination of this
                           Agreement shall not release any party from
                           obligations that shall have accrued under this
                           Agreement prior to termination. No termination shall
                           release any party from liability to the other arising
                           out of or in connection with a party's breach of, or
                           failure to perform any covenant, agreement, duty or
                           obligation contained herein.

                  3.       No Right to Damages or Indemnification Resulting from
                           Termination. In the event of proper termination of
                           this Agreement, neither Distributor nor Company shall
                           have any right to damages or indemnification of any
                           nature arising from such termination, whether for the
                           loss of future profits or on account of expenditures,
                           investment, leases or commitments made in connection
                           with business or goodwill, except as specifically
                           provided for herein.

                  4.       Right to Sell Remaining Inventory. Except as
                           specifically provided elsewhere hereunder,
                           Distributor shall have the right, for a period not to
                           exceed 180 days from the date of termination, to sell
                           any Products remaining in inventory to the extent the
                           same are not repurchased by the Company pursuant to
                           Paragraph 5 below.

                  5.       Repurchase of Remaining Inventory. In the event the
                           Company terminates this Agreement for any reason
                           other than a material breach by the Distributor, the
                           Company shall repurchase from Distributor all of the
                           Products in Distributor's inventory, F.O.B. the
                           Company, and shall repay to Distributor the actual
                           price paid for such returned Products; provided,
                           however, that during any phase-out period,
                           Distributor shall use its best efforts to minimize
                           any excess inventory that would otherwise accumulate.

                  6.       No Agency Created. Except to the extent of selling
                           its remaining inventory as permitted by the foregoing
                           paragraphs, Distributor shall not


                                       7
<PAGE>

                           thereafter represent or hold itself out as being an
                           authorized Distributor for the Company.

         H.       Any acceptance by the Company of orders for Products after
                  notice of termination is given hereunder shall be separate
                  transactions and shall not operate as a renewal or revival of
                  this Agreement or as a waiver of any provision hereof.

12.      INDEMNIFICATION

         The Company will indemnify, defend, and hold harmless Distributor and
         its officers, directors, employees and agents (collectively, the
         "Indemnified Parties") from and against any and all claims that may be
         asserted against the Indemnified Parties arising out of or relating to
         the use or sale of the Products and which claims do not result in whole
         or in part from the Indemnified Parties' willful misconduct; provided,
         that Distributor shall give the Company prompt notice of such claims
         and the Company shall have the right to conduct the defense of such
         claims and to settle such claims at its discretion.

         Throughout the term of this Agreement, the Company agrees to maintain
         products liability insurance coverage insuring the Products sold
         hereunder with a minimum limit of $2,000,000 and a deductible per
         incident of no more than $_____. In addition, the Company agrees to
         list the Distributor and the Indemnified Parties as additional insureds
         on such policy and provide Distributor with a certificate evidencing
         such coverage.

13.      TRADEMARKS AND TRADE NAMES

         A.       Distributor recognizes the validity of the Company trademarks
                  and trade name, acknowledges that the same are the property of
                  the Company, and agrees not to infringe upon, harm or contest
                  the rights of the Company in its trademarks and trade names.

         B.       Distributor shall not use any of the Companies' trademarks or
                  trade names, unless in conformity with this Agreement or
                  otherwise approved in writing by the Company.

         C.       Distributor agrees that upon termination of this Agreement for
                  any reason, it will destroy or return as directed by the
                  Company, any advertising, stationery, or other materials
                  bearing any of the Company's trade names or trademarks.

         D.       The Company agrees to defend, indemnify and hold harmless the
                  Indemnified Parties from and against any and all claims that
                  may be asserted against the Indemnified Parties arising out of
                  or relating to any trademark, trade name, proprietary interest
                  or patent related to the Products, provided the Distributor
                  promptly notifies the Company if any claim is made and
                  furnishes such information and assistance, at the Company's
                  expense, as the Company may require to defend against such
                  claim. The Company will bear all costs and expenses incurred
                  in connection with the defense of any such claims or as a
                  result


                                       8
<PAGE>

                  of any settlement made or judgment rendered on the basis of
                  such claims.

14.      TRANSFER AND ASSIGNMENT

         Except as set forth in Section 2 hereof, neither Distributor nor the
         Company may sell, assign, or otherwise transfer this Agreement or any
         of its rights or obligations hereunder to any non-party without the
         express written consent of the non-transferring parties.

15.      BINDING AGREEMENT

         This Agreement shall be binding on the parties and their permitted
         assigns, representatives and successors.

16.      CHANGES AND ALTERATIONS

         No modification or addition of or to this Agreement shall be effective
         unless in writing and properly executed by the parties.

17.      OBSERVANCE OF LAWS

         The Company and Distributor each agree to comply with all laws,
         statutes, regulations, and ordinances relating to this Agreement and
         duly enacted by public authorities that are applicable in the
         Territory.

18.      NOTICES

         All notices required hereunder from any of the parties shall be in
         writing and shall be considered to have been duly given or served if
         delivered personally or sent by certified or registered mail, return
         receipt requested, postage prepaid, to the other parties at their
         address given above or such other address of which notice has been
         given. Notices shall be deemed effective on the date of delivery, if
         delivered personally, or three business days after mailing, if mailed.

19.      WAIVER OF BREACH

         One or more waivers of any breach of any covenant, term, or condition
         of this Agreement by any party shall not be construed as a waiver of a
         subsequent breach of the same covenant, term, or condition.

20.      GOVERNING LAW

         This Agreement shall be interpreted in accordance with and governed by
         the laws of the State of Maryland.

                                       9
<PAGE>

21.      CONTRACT TERMS EXCLUSIVE

         This Agreement constitutes the entire Agreement among the parties with
         respect to the subject matter hereof. The parties acknowledge and agree
         that they have not made any representations with respect to the subject
         matter of this Agreement or any representations inducing the execution
         and delivery hereof except as specifically set forth in this Agreement.
         The parties acknowledge that they have relied on their own judgment in
         entering into this Agreement, or have obtained advice of counsel to the
         extent deemed necessary.

22.      SEVERABILITY

         Any provision hereof held to contravene the law of any jurisdiction
         held applicable hereto shall be deemed deleted herefrom, and all other
         provisions hereof shall remain in full force and effect.

23.      FORCE MAJEURE

         The obligations of any party to perform under this Agreement shall be
         excused if such failure to perform or any delay is caused by matters
         such as acts of God, strikes, civil commotion, riots, war, revolution,
         acts of governments, world shortage of qualified materials, shortage of
         fuel, or other causes whether similar or dissimilar to those enumerated
         which are reasonably beyond the control of the party obligated to
         perform. Upon the occurrence of such an event, the duties and
         obligations of the parties shall be suspended for the duration of the
         event preventing property performance under this Agreement; provided,
         however, that if such suspension shall continue in excess of 60 days,
         the parties shall meet and attempt to arrive at a mutually acceptable
         compromise within the spirit and intent of this Agreement. If no such
         compromise is agreed to by the parties, either party may terminate this
         Agreement by providing 10 days prior written notice to the other party.

24.      EXECUTION

         This Agreement may be executed in any number of counterparts, each of
         which shall be enforceable against the parties actually executing such
         counterparts, and all of which together shall constitute one
         instrument.

25.      ARBITRATION

         Any dispute arising under or in connection with the interpretation,
         application, implementation or enforcement of this Agreement or the
         transactions contemplated herein shall be subject to arbitration before
         the American Arbitration Association in Maryland. Such tribunal shall
         have the right to award reasonable legal fees and disbursements
         incurred to the prevailing party. The tribunal will be requested to
         determine who is the prevailing party. If the tribunal does not make
         such a determination, then each party will be responsible for its own
         legal fees and disbursements. Any arbitration award rendered between
         the parties hereto shall be binding, unless modified or vacated by a
         court of competent jurisdiction.



                                       10
<PAGE>



         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                                                     BIOACCESS, INC.


                                                     By: ______________________
                                                     Name:
                                                     Title:

                                                     VALESC INC.


                                                     By: ______________________
                                                     Name:
                                                     Title:





                                       11
<PAGE>


                                   APPENDIX A


         1.       Bone Biopsy Drive

         2.       Bone Marrow Harvest Device

         3.       Bone Marrow Collection System

         4.       Percutaneous Pinning Procedure Kit

         5.       Small Bone Drill and Accessories

         6.       O.R. Drill and Accessories

         7.       Hand Piece and Accessories



                                       12
<PAGE>


                                   APPENDIX B

Distributor's Territory

                         1.  North Texas (defined as all areas north of Austin)
                         2.  Oregon



                                       13
<PAGE>

                                   APPENDIX C

             MINIMUM SALES REQUIREMENT FOR EACH PRODUCT (BY QUARTER)

<TABLE>
<CAPTION>
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Product                   Q1 02      Q2 02       Q3 02       Q4 02      Q1 03       Q2 03       Q3 03       Q4 04
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------
<S>                        <C>        <C>         <C>         <C>        <C>         <C>         <C>         <C>

Bone Biopsy Drive
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Bone Marrow Harvest
Device
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Bone Marrow Collection
System
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Percutaneous Pinning
Procedure Kit
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Small Bone Drill and
Accessories
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------

Hand Piece and
Accessories
------------------------- ---------- ----------- ----------- ---------- ----------- ----------- ----------- -----------
</TABLE>




                                       14
<PAGE>


                                   APPENDIX D



























                                       15