Exhibit
 
  Section 1. Responsibility
 BB&T shall, with respect to the assests of the Client, have the following responsibilities:(a)
    
    Custody of cash and securities and the issuing of necessary receipts.(b)
    
    Collection of income and the remittance of this income as may be directed.(c)
    
    Collection and reinvestment of principal, provided that BB&T will not make
any investments or changes in investments without Clients prior approval.(d)
    
    Client shall have sole responsibility for the investment, review, and
management of all Property held in this Account. BB&T shall make or settle all
purchases, sales, exchanges, investments and reinvestments of the Property held in
this account only upon receipt of, and pursuant to, Clients instructions. BB&T shall
have no duty or obligation to review, or to make recommendations for, the investment
and reinvestment of any of the property held in this account, including uninvested
cash. BB&T shall have no power or authority to assign, hypothecate, pledge or
otherwise dispose of any security and investment except pursuant to the directive of
Client and only for Account of client.(e)
    
    BB&T is to provide Client with a Summary and Statement of Investments on a
monthly basis. Client hereby agrees that this Transaction Summary will be
sufficient to comply with rules and regulations regarding record keeping and
confirmation requirements for securities transactions, and that BB&T is not required
to send Client notification for each individual transaction. Client understands,
however, that it has the right to receive such notification if it so request at no
additional cost.




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(f)
    
    BB&T will send to Client at least annually, within 60 days following the
close of each calendar year, a written accounting of all receipts and disbursements of
income and principal, including a schedule of all holdings in the account at the end
of each accounting period showing acquisition and current valuations.(g)
    
    BB&T shall be under no duty whatsoever in regard to the merit or soundness of
any investment, nor to render any investment advice or review whatsoever for Clients
account. Client will direct all investment actions.
 Section 2. Receipt and Disbursement of Money
 (a)
    
    BB&T shall open and maintain a separate account or accounts in the name of
the Client, subject only to draft or order by BB&T acting pursuant to the terms of
this Agreement. BB&T shall hold in such account or accounts, subject to the
provisions hereof, all cash received by it from or for the account of the Client.
BB&T shall make payments of cash to, or for the account of, the Client from such cash
only (i) for the purchase of securities for the portfolio of the Client upon the
delivery of such securities to BB&T, registered in the name of the Client or in proper
form for transfer, (ii) for the purchase or redemption of shares of the capital stock
of the Client upon delivery thereof to BB&T, (iii) for the payment of interest,
dividends, taxes, management or supervisory fees or operating expenses (including,
without limitation thereto, fees for legal,-accounting end auditing services), (iv)
for payments in connection with the conversion, exchange or surrender of securities
owned or subscribed to by the Client held by or to be delivered to BB&T; or (v) for
other proper corporate purposes. Before making any such payment BB&T shall receive
(and may rely upon) an officers certificate requesting such payment and stating that
it is for a purpose permitted under the terms of items (i), (ii), (iii) or (iv) of
this subsection (a), and also, in respect of item (v), upon receipt of an officers
certificate and a certified copy of a resolution of the Board of Directors or of the
Executive Committee of the Client signed by an officer of the Client and certified by
its Secretary or an Assistant Secretary, specifying the amount of such payment.
setting forth the purpose for which such payment is to be made, declaring such purpose
to be a proper corporate purpose, and naming the person or persons to whom such
payment is to be made, Optional: With respect to payments under (i), (iii) (except
dividends), or (v) of this paragraph, no payment shall be made unless the officers
certificate is accompanied by, or BB&T has otherwise received, a copy of the brokers
confirmation or the payees invoice, as appropriate.




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(b)
    
    BB&T is hereby authorized to endorse and collect all checks, drafts or other
orders for the payment of money received by BB&T for the account of the Client.
 Section 3. Receipt of Securities
  Section 4. Transfer, Exchange, Redelivery, etc. of Securities
  Section 5. BB&Ts Acts Without Instructions




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Section 6. Voting and Other Action
   Section 7. Termination or Assignment
 
  Section 8. Compensation




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Section 9. Liability




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Allied Capital Corporation
    
    Branch Banking and Trust CompanyBy:
    
    
    
    By:Miriam G. Krieger
Senior Vice President & Corporate Secretary
    
    
    
    BB&T Representative
Vice President & Trust Officer52-1081052Client Tax ID #