Exhibit
10.2


 


ACCOUNT NUMBER


 


 


NUMBER OF SHARES                       CUSIP NUMBER


 


 


LIST ALL CERTIFICATES
SUBMITTED


 


	
  CERTIFICATE NUMBER

  	
   

  	
  SHARES

  	
   

  	
  CERTIFICATE NUMBER

  	
   

  	
  SHARES

  



 


 


PLEASE
READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY. SIGN ON THE REVERSE SIDE AND
COMPLETE THE W-9 FORM BELOW.


 


REGISTRATION


IF CERTIFICATES AND /OR CHECKS ARE TO BE ISSUED IN A
NAME OTHER THAN THAT SHOWN AT THE TOP OF THIS FORM OR ARE TO BE SENT TO AN
ADDRESS OTHER THAN THAT SHOWN AT THE TOP OF THIS FORM, PLEASE CHECK THE BOX AT
THE RIGHT AND COMPLETE THE INFORMATION ON THE REVERSE SIDE OF THIS FORM.


 


LOST CERTIFICATES


IF YOUR SECURITIES HAVE BEEN EITHER LOST OR DESTROYED,
PLEASE GIVE WRITTEN NOTIFICATION TO AMERICAN STOCK TRANSFER AND TRUST COMPANY,
59 MAIDEN LANE, NEW YORK, NY 10038, ATTENTION: LOST SECURITIES DEPT.


 


SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION


(PLEASE REFER TO
ACCOMPANYING GUIDELINES)


 


PART 1 -
PLEASE ENTER YOUR


SOCIAL
SECURITY NUMBER OR


EMPLOYER
IDENTIFICATION NUMBER


 


PART 2 -
CERTIFICATION -Under Penalties of Perjury, I certify that:


 


(1) The number shown on this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued to me) and


 


(2) I am not subject to backup withholding either because I have not
been notified by the Internal Revenue Service (AIRS@) that I am subject to back
withholding as a result failure to report all interest or dividends, or the IRS
has notified me that I am no subject to backup withholding.


 


PART 3 -
CERTIFICATION FOR FOREIGN RECORD HOLDERS


 


Under
penalties of perjury, I certify that I am not a United
          of  States citizen or resident (or I am  longer  signing for a foreign corporation, partnership, estate
or trust).


 


SIGNATURE


DATE


 

















 


Certificate instructions - You may cross out item (2) in Part 2 above
if you have been notified by the IRS that you are subject to backup withholding
because of your underreporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup
withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).


 


 


	
  SIGNATURE

  	
   

  	
   

  	
  DATE

  



 


 


NOTE:
FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9  MAY RESULT IN BACKUP WITHHOLDING AT THE APPLICABLE
RATE ON ANY PAYMENTS MADE TO YOU.


 


 


	
  SPECIAL ISSUANCE INSTRUCTIONS

  	
   

  	
  SPECIAL DELIVERY INSTRUCTIONS

  
	
  (SEE INSTRUCTIONS)

  	
   

  	
  (SEE INSTRUCTIONS)

  
	
   

  	
   

  	
   

  
	
  To be completed ONLY if certificate(s) and/or
  check(s) are to be issued in the name of someone other than the registered
  holder(s).

  	
   

  	
  To be completed ONLY if certificate(s) and/or
  check(s) are to be mailed to someone other than the registered holder(s), or
  to such registered holder(s) at an address other than shown on the reverse
  side of this form.

  
	
   

  	
   

  	
   

  
	
  NAME:

  	
   

  	
   

  	
  NAME:

  
	
   

  	
   

  	
   

  
	
  ADDRESS:

  	
   

  	
   

  	
  ADDRESS:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


 


SIGN HERE


SIGNATURE(S) OF


STOCKHOLDERS


 


 


DATED:


 


Must be signed by registered holder(s) exactly as name(s) appear(s) on
the Certificate(s) or a security position listing or by person(s) authorized to
become registered holder(s) by certificates and documents transmitted
herewith.  If signature is by a trustee,
executor, administrator, guardian, attorney-in-fact, officer of a corporation
or other person acting in a fiduciary or representative capacity, please set
forth the following information and see instructions.


 


NAME(S)


 


CAPACITY (full title)


 


ADDRESS


 


2

















 


AREA CODE AND TELEPHONE NO.


 


 


GUARANTEE OF SIGNATURE(S)


(SEE INSTRUCTIONS)


 


NAME OF FIRM


 


 


ADDRESS


 


 


AUTHORIZED SIGNATURE


 


NAME


 


AREA CODE AND TELEPHONE NO.


 


3