ADMINISTRATIVE SERVICES AGREEMENT


         THIS  ADMINISTRATIVE  SERVICES  AGREEMENT  ("Agreement")  is  made  and
entered  into  by  and  between  Homestead  Village  Incorporated,   a  Maryland
corporation  ("the  Company"),  and SCGroup  Incorporated,  a Texas  corporation
("SCGroup").  This  Agreement  shall  supersede  and replace the  Administrative
Services Agreement executed by the parties on January 1, 1999 upon expiration of
that earlier agreement on December 31, 1999.

         WHEREAS,   the  Company   wishes  to  purchase  from  SCGroup   certain
administrative  services  designed to assist the  Company in the  cost-efficient
management of the Company's  administrative  and business  affairs in the manner
and pursuant to terms and conditions as more specifically described herein; and

         WHEREAS,  SCGroup  desires  to provide  or cause to be  provided  those
services requested by the Company under such terms and conditions; and

         WHEREAS, SCGroup will perform similar administrative services for other
entities (collectively "SCGroup Clients") which may vary from time to time.

         NOW,  THEREFORE,  in  consideration  of the foregoing and of the mutual
covenants  and  agreements  set  forth  herein,  and  other  good  and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties hereto agree as follows:

         Section 1.        Services

                  1.1 Scope of Services. The specific services to be provided by
SCGroup to the Company (each a "Service" and  collectively  the  "Services") are
and shall be described in Schedule A.

1.2               Selection of Services.

                           (a)      On or before  September 15 of each calendar
year,  SCGroup  shall  deliver to the Company a list of (i) the services  (other
than Risk  Management  services) to be offered by SCGroup  during the succeeding
calendar year, (ii) the charges and performance  standards  associated with such
services,  and (iii) any additional or different terms and conditions applicable
to such service  offerings.  Thereafter,  on or before September 30, the Company
shall notify SCGroup in writing of the services it wishes to purchase during the
succeeding calendar year; provided that, if the Company fails to respond by such
date, it shall be deemed to have  selected the same  Services  purchased by such
Company during the then current calendar year.

                           (b) With respect to Risk Management services, SCGroup
shall  deliver a  description  of such  services  offered  for the  fiscal  year
beginning  each  July 1,  together  with  the  terms,  charges  and  performance
standards  for such  services  on or prior to June 1 of each year.  On or before
June 15, the Company shall notify SCGroup in writing  whether the Company wishes
to purchase Risk Management services from SCGroup;  provided that if the Company
fails to respond by June 15, the Company  shall be deemed to have (i)  purchased
Risk Management  services,  if the Company  purchased such services for the then
current  fiscal year or (ii)  declined to purchase  such services if the Company
did not  purchase  such  services for the then  current  fiscal year.  After the
Company selects or is deemed to have selected the Risk  Management  services for
the  succeeding  fiscal  year,  the scope of such  services may not be expanded,
reduced or  otherwise  modified  by the Company  without the written  consent of
SCGroup.

                           (c) On or before November 30, SCGroup shall prepare a
Schedule A describing the specific Services to be provided to the Company during
the succeeding  calendar year. SCGroup also shall revise Schedules B, C, D and E
on or before that date to reflect the charges,  performance  standards and other
terms and conditions  applicable to such Services.  After the Company selects or
is deemed to have  selected  the Services to be provided  during the  succeeding
calendar  year,  the scope of such  Services  may not be  expanded,  reduced  or
otherwise modified by the Company without the written consent of SCGroup.

                  1.3  Access,  Information,  Cooperation  and  Assistance.  The
Company will provide SCGroup with all access,  Company information,  cooperation
and assistance  necessary for SCGroup to perform the Services in accordance with
this Agreement.
<PAGE>

                  1.4 Increases in Volume of Service. If the Company completes a
transaction, such as the acquisition of a new business unit, that will result in
an increase of twenty-five (25%) percent or more in the volume of services to be
delivered  in  any  service  category  (e.g.,  Disbursements,  Cash  Management,
Corporate  Tax) as designated on Schedule A, the Company shall  promptly  notify
SCGroup of such change.  SCGroup shall exercise commercially  reasonable efforts
to  accommodate  and  deliver  the  increased  volume  of  services  as  soon as
practicable  and, in any event,  within 90 days of its receipt of notice of such
increased volume.

                  1.5 Subcontracting.  SCGroup may delegate and subcontract some
or all of its obligations under this Agreement to one or more third parties.  If
SCGroup  does  so,  it  will  remain  responsible  for  the  performance  of all
obligations  performed  by such  subcontractors  to the same  extent  as if such
obligations were performed by SCGroup employees.

         Section 2.        Charges.

                  2.1 Charges.  The charges to be paid by the Company to SCGroup
for the Services to be  performed  by SCGroup in any calendar  year shall be set
forth in Schedule B ("Charges").  Unless otherwise agreed, such Charges shall be
subject to  modification  only in accordance  with  Sections 1.2 or 1.4.  Unless
otherwise  agreed,  the Charges paid by the Company in each service  category in
any calendar year shall equal at least seventy-five (75%) percent of the Charges
paid by the Company in the same service  category during the preceding  calendar
year.  For any service  category in which the Company paid no Charges during the
preceding year, the Charges shall equal at least  seventy-five  (75%) percent of
the  Charges  that  would  have been  paid by the  Company  in the then  current
calendar  year based on the volume  estimates  agreed  upon by the  parties.  In
either  event,  if the  Charges  in any  service  category  fail  to  reach  the
applicable minimum,  the Company shall pay the shortfall to SCGroup on or before
January 15 of the succeeding calendar year.

                  2.2 Pass-Through Expenses. Pass-through expenses are listed in
Schedule C. Unless otherwise agreed by the parties,  pass-through expenses shall
be paid by the Company directly.  SCGroup will promptly provide the Company with
the original  third-party  invoice for such expenses,  together with a statement
that SCGroup has  reviewed and  validated  the  invoiced  charges.  SCGroup will
highlight  any charges  that appear to be  inappropriate  and will work with the
Company to reconcile all bills with the third-party suppliers.

                  2.3 Retained  Expenses.  The Company  shall  retain  financial
responsibility  for those functions and expense items shown as retained expenses
in  Schedule D. The Company  will be billed  directly by third  parties for such
services.  The Company agrees to pay such expenses in a timely manner and in the
ordinary course of business.

2.4 Extra Services. Any services requested by the Company beyond those set forth
in Schedule A will be  performed  in  accordance  with  mutually  agreed  terms,
conditions and charges.

2.5               Payment for Services.

                  (a) At the  beginning of each  calendar  month,  SCGroup shall
         invoice the Company  for the  Charges  specified  in Schedule B for the
         Services  received  by the Company  during the  preceding  month.  Such
         Charges  shall be  payable  in full  within 20 days of  receipt of such
         invoice by the Company. Any past due amounts shall be subject to a late
         payment fee equal to the Wells Fargo Bank N.A.  prime lending rate plus
         2 percent on the past due balance or the maximum rate allowable by law,
         whichever is less.  The Company  shall cause  payment to be received by
         SCGroup at SCGroup's  offices at 7777 Market  Center  Avenue,  El Paso,
         Texas  79912,   or  by  wire  transfer  in  accordance  with  the  wire
         instructions  provided  from time to time to the  Company in writing by
         SCGroup.


<PAGE>

                  (b) The Company  shall  provide  SCGroup  with prompt  written
         notification of any disputed  Charges prior to the payment date of such
         Charges.  The notification  shall provide a description of the specific
         reasons for the  dispute.  No payment may be  withheld  for  undisputed
         Charges.

                  2.6      Taxes.

                  (a) Each party will pay any real estate or  personal  property
         taxes on property it owns or leases,  franchise and privilege  taxes on
         its business, and taxes based on its net income or gross receipts.

                  (b)  SCGroup  will pay all sales,  use,  excise,  value-added,
         services, consumption, and other taxes and duties payable by SCGroup on
         any goods or  services  used or consumed  by SCGroup in  providing  the
         Services  where the tax is imposed on SCGroup's  acquisition  or use of
         such goods or services  and the amount of tax is measured by  SCGroup's
         costs in acquiring such goods or services.

                  (c) In  the  case  of any  sales,  use,  excise,  value-added,
         services,  consumption,  or other tax that is assessed on the provision
         of the Services as a whole, or on any particular hardware, software, or
         Service received by the Company from SCGroup, the Company will pay such
         taxes.

                  (d) The Parties  agree to fully  cooperate  with each other to
         enable each to more  accurately  determine its own tax liability and to
         minimize such liability to the extent legally permissible.

         Section 3. Term. The term of this  Agreement  shall commence on January
1, 2000 and, unless terminated  earlier in accordance with Section 10, shall end
on December 31, 2002 (the "Initial Term").  Absent written notice of non-renewal
as provided in this Section 3, this Agreement shall be automatically renewed for
successive  one-year terms (each,  a "Renewal  Term") upon the expiration of the
Initial Term and each Renewal Term.  Notice of non-renewal,  if given,  shall be
given in writing by either party hereto not less than ninety (90)  calendar days
before the expiration of the Initial Term or any Renewal Term.

         Section 4. Audit of Services. At any time during regular business hours
and as often as reasonably  requested by the Company's  officers,  SCGroup shall
permit the Company or its authorized  representatives to examine and make copies
and abstracts  from the records and books of SCGroup for the purpose of auditing
the  performance  and  Charges  of  SCGroup  under the terms of this  Agreement;
provided,  that all costs and expenses of such inspection  shall be borne by the
Company and provided  further that the Company shall have no right and shall not
make copies of abstracts of any SCGroup Materials (as defined in Section 9.2).

         Section 5. Company  Data.  Data obtained by SCGroup from the Company in
connection  with the performance of any Services  ("Company  Data") is and shall
remain the  exclusive  property of the Company.  SCGroup is  authorized  to have
access to and make use of the Company Data as necessary and  appropriate for the
performance by or for SCGroup of its obligations under this Agreement.  Upon the
termination or expiration of this Agreement,  SCGroup will return to the Company
all Company Data then in its  possession.  SCGroup will not use Company Data for
any purpose other than for providing the Services.

         Section  6.  Confidentiality.  Except  as  otherwise  provided  in this
Agreement,  SCGroup and the Company each agree that all information communicated
to it by the  other,  whether  before  or  after  the  effective  date  of  this
Agreement, will be received in strict confidence, will be used only for purposes
of this Agreement,  and will not be disclosed by the recipient party without the
prior  written  consent of the other  party.  Each party  agrees to use the same
means it uses to protect its own Confidential Information,  but in any event not
less than  reasonable  means,  to prevent the disclosure of such  information to
outside  parties.  However,  neither  party will be  prevented  from  disclosing
information to its counsel or regular  public  accountants,  or from  disclosing
information  which  belongs  to  such  party,  or is (a)  already  known  by the
recipient party without an obligation of confidentiality;  (b) publicly known or
becomes  publicly known through no unauthorized  act of the recipient party; (c)
rightfully received from a third party; (d) independently  developed without use
of the other party's  confidential  information;  (e) disclosed  without similar
restrictions to a third party by the party owning the confidential  information;
or (f)  required to be disclosed  pursuant to a  requirement  of a  governmental
agency or legal  requirement  if the  disclosing  party provides the other party
with notice of this requirement prior to disclosure.


<PAGE>

         Section 7.        Performance Standards

                  7.1  Service  Levels.  SC Group  shall  exercise  commercially
reasonable efforts to perform the Services in accordance with the service levels
set forth in Schedule E. To the extent any service  level is  determined  by the
parties to be unattainable using commercially  reasonable efforts,  SCGroup will
identify the level of service which is reasonably attainable,  the modifications
or changes necessary to attain the higher service level and the costs associated
with such  modifications  or changes.  The  parties  will meet as  necessary  to
evaluate  and revise the service  levels.  SCGroup  will measure the quality and
quantity of the Services  actually  delivered by SCGroup.  The data  obtained by
SCGroup will be one of the bases for evaluating and possibly  revising  Schedule
E.  All  such  revisions  must be  agreed  to by the  Company  and  SCGroup.  If
requested,  the  Company  will  provide  copies of relevant  information  in its
possession to SCGroup to assist in any review or revision of the service levels.

                  7.2  Failure to Attain  Service  Levels.  If SCGroup  fails to
attain any service level, SCGroup will (i) promptly investigate the cause of the
problem;  (ii)  prepare  a  report  identifying  the  cause of the  problem  and
recommending solutions; and (iii) use commercially reasonable efforts to correct
the problem and to begin meeting the service levels as soon as practicable.

         Section 8. Prevention of  Performance.  SCGroup shall not be determined
to be in violation of this  Agreement if it is  prevented  from  performing  any
Services hereunder, in whole or in part, by the acts or omissions of the Company
or a  third  party  or for any  other  reason  beyond  its  reasonable  control,
including  without  limitation acts of God,  nature or public enemy,  war, civil
disturbance,  labor dispute,  failure or fluctuation in electrical power,  heat,
light, air  conditioning or  telecommunication  service,  or limitations of law,
regulations or rules of the Federal,  state or local government or of any agency
thereof.

         Section 9.        Software and Other Intellectual Property.

                  9.1             Company  Materials.  To the extent the Company
possesses  any  ownership,   license  or  other  right  (including  any  patent,
copyright,  trademark, trade secret or other proprietary right) in any software,
equipment,  data,  information,  process or material ("Company  Materials"),  it
shall  retain such right or interest  and,  except as provided in this  Section,
SCGroup  shall not  acquire  any right or  interest  in such  Company  Materials
pursuant to this  Agreement.  The  Company  hereby  grants to  SCGroup,  without
charge, the limited nonexclusive nontransferable right to access and use Company
Materials  during the term of this Agreement as and to the extent  necessary for
the performance of the Services.

                  9.2 SCGroup  Materials.  To the extent  SCGroup  possesses any
ownership,  license or other right (including any patent, copyright,  trademark,
trade  secret or other  proprietary  right) in any  software,  equipment,  data,
information,  process or material  ("SCGroup  Materials")  used in providing the
Services,  it shall  retain  such right or interest  and the  Company  shall not
acquire  any  right or  interest  in such  SCGroup  Materials  pursuant  to this
Agreement.

                  9.3  Intellectual  Property  Rights.  If,  in  the  course  of
providing Services under this Agreement, the Company requests and SCGroup agrees
to develop any Software,  process or other material to the  specification of the
Company, not being SCGroup Materials or an enhancement of SCGroup Materials, and
the Company  pays all of the Charges  associated  with such  development  ("Work
Product"), then all legal and beneficial ownership rights therein (including all
patent,  copyright,  trademark,  trade secret or other proprietary rights) shall
belong to the Company.  SCGroup hereby  assigns to the Company all right,  title
and interest that arises in SCGroup with respect to such Work Product, including
all the patent, copyright,  trademark,  trade secret or other proprietary rights
related thereto, and SCGroup agrees to take all reasonable steps and execute all
documents  necessary  to  perfect  title to such Work  Product  in the  Company.
SCGroup  shall be  permitted to access and use such  Software,  process or other
material as and to the extent necessary for the provision of the Services.

                  9.4  SCGroup  Ownership  Rights.  Except  as  provided  for in
Section  9.3 above,  all patent,  copyright,  trademark,  trade  secret or other
proprietary  rights  in any  Software,  process  or other  material  created  by
SCGroup,  its employees or agents and all legal and  beneficial  rights  therein
shall belong to SCGroup.


<PAGE>

         Section 10.       Termination.

                  10.1  Termination  for Cause.  Either party may terminate this
Agreement,  in whole or in part, by giving written notice to the other party, if
such other party materially  breaches any of its duties or obligations set forth
herein and fails to cure such breach within  thirty (30) days of written  notice
of such  breach.  If less than all  Services  are  terminated,  the parties will
equitably  adjust  the  Charges  to be paid  by the  Company  hereunder  for the
remaining Services.

                  10.2 Terminate for Insolvency. Either party may terminate this
Agreement, upon written notice to the other party, if such other party (a) files
for bankruptcy;  (b) becomes or is declared  insolvent (c) is the subject of any
proceedings  related to its  liquidation  or insolvency or the  appointment of a
receiver or similar  officer;  (d) makes an assignment for the benefit of all or
substantially  all of its  creditors;  or (e) enters into an  agreement  for the
composition, extension, or readjustment of substantially all of its obligations.

         SECTION 11.     DISCLAIMER AND LIMITATION OF LIABILITY AND INTELLECTUAL
PROPERTY CLAIMS BETWEEN PARTIES.

                  11.1  DISCLAIMER.   EXCEPT  AS  SPECIFICALLY  STATED  IN  THIS
AGREEMENT,  NEITHER  SCGROUP  NOR  THE  COMPANY  MAKES  ANY  REPRESENTATIONS  OR
WARRANTIES,   EXPRESS  OR  IMPLIED,   REGARDING   ANY  MATTER,   INCLUDING   THE
MERCHANTABILITY,  SUITABILITY,  ORIGINALITY,  TITLE, OR FITNESS FOR A PARTICULAR
USE OR PURPOSE.

                  11.2  LIMITATION  OF  LIABILITY.  IN NO EVENT SHALL A PARTY BE
LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL,  EXEMPLARY OR PUNITIVE DAMAGES EVEN
IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Additionally,
the total  aggregate  liability of either party for claims asserted by the other
party under or in connection with this Agreement,  regardless of the form of the
action or the theory of recovery,  shall be limited to the total Charges paid by
the  Company to SCGroup  during the 12 months  preceding  the event which is the
subject  of the  claim  (the  "Liability  Cap");  provided,  however,  that  the
Liability Cap shall not apply with respect to (i) claims that are the subject of
the  indemnification  provisions  set forth  herein,  or (ii) any failure to pay
Charges due and owing to SCGroup under this Agreement.

         Section 12.       Indemnification.

                  12.1 By  SCGroup.  SCGroup  shall  indemnify,  defend and hold
harmless the Company and its officers, directors, employees, agents, successors,
and assigns from any and all Losses  attributable  to third party claims arising
from willful misconduct or gross negligence by SCGroup in the performance of its
obligations under this Agreement.

                  12.2 By the Company.  Except as provided in Section 12.1,  the
Company  shall  indemnify,  defend and hold  harmless  SCGroup and its officers,
directors,  employees,  agents,  successors, and assigns from any and all Losses
attributable  to third party claims  arising  under or in  connection  with this
Agreement.

         Section 13.       Relationship of the Parties.

                  13.1 Independent  Contractor Status. SCGroup is an Independent
Contractor.  This Agreement  will not be construed as creating any  partnership,
agency  relationship  or  other  form of legal  association  that  would  impose
liability  upon one party for the other  party's  actions or failure to act. Nor
will this Agreement be construed as providing either party with the right, power
or authority  (express or implied) to create any duty for, or obligation of, the
other party.

                  13.2   Responsibility  for  Employees.   Each  party  will  be
responsible for the management, direction and control of its employees and other
agents.  All SCGroup  employees used in performing  SCGroup's  obligations under
this  contract  shall be employed  solely and  exclusively  by SCGroup,  and all
Company  employees  used in  performing  the  Company's  obligations  under this
Agreement shall be employed solely and exclusively by the Company. Thus, SCGroup
and the  Company  shall  not be  considered  a joint or single  employer  of any
employee.


<PAGE>

                   13.3 SCGroup Control of Services. Except where this Agreement
  expressly  provides that SCGroup will perform certain  identified  Services as
  agent for the Company, the Services will be under the control,  management and
  supervision of SCGroup.

          Section 14.       Notices.

                   14.1  Manner  of  Delivery.  Each  notice,  demand,  request,
  consent,  report,  approval or communication (each a "Notice") which is or may
  be required to be given by either party to the other party in connection  with
  this Agreement and the transactions  contemplated hereby, shall be in writing,
  and given by telecopy,  personal delivery,  receipted delivery service,  or by
  certified mail, return receipt  requested,  prepaid and properly  addressed to
  the party to be served.

                   14.2     Addresses.  Notices shall be addressed as follows:

                            If to the Company:
                                     Homestead Village Incorporated
                                     7777 Market Center Avenue
                                     El Paso, TX  79912
                                     Attention:  Bryan J. Flanagan

                            If to SCGroup:
                                     SCGroup Incorporated
                                     7777 Market Center Avenue
                                     El Paso, Texas 79912
                                     Attention:  Vincent L. Dodds

                   14.3 Effective Date of Notice.  Notices shall be effective on
  the date sent via  telecopy,  the date  delivered  personally  or by receipted
  delivery service, or three (3) days after the date mailed.

                   14.4 Change of Address. Each party may designate by notice to
  the others in writing,  given in the foregoing  manner, a new address to which
  any notice may thereafter be so given, served or sent.

          Section  15.  Entire  Agreement.  This  Agreement,  together  with the
  Schedules  hereto,  constitutes  and  sets  forth  the  entire  agreement  and
  understanding of the parties  pertaining to the subject matter hereof,  and no
  prior  or   contemporaneous   written  or  oral  agreements,   understandings,
  undertakings, negotiations, promises, discussions, warranties or covenants not
  specifically referred to or contained herein or attached hereto shall be valid
  and enforceable. No supplement, modification, termination in whole or in part,
  or waiver of this Agreement shall be binding unless executed in writing by the
  party  to be  bound  thereby.  No  waiver  of any of the  provisions  of  this
  Agreement  shall  be  deemed,  or shall  constitute,  a  waiver  of any  other
  provision  hereof  (whether  or  not  similar),  nor  shall  any  such  waiver
  constitute a continuing waiver unless otherwise expressly provided.

          Section  16.   Priority.   If  there  is  any  apparent   conflict  or
  inconsistency  between the  provisions  set forth in this  Agreement,  and the
  provisions  set  forth in any  schedule,  exhibit,  attachment  or  supplement
  attached hereto, to the extent possible such provisions will be interpreted in
  a manner so as to make them  consistent.  If it is not  possible to  interpret
  such  provisions  consistently,  the  provisions set forth in the body of this
  Agreement will prevail.

          Section 17.       No Third Party  Beneficiaries.  The parties do not
   intend, nor will any clause of this Agreement be interpreted to create, for
   any third party any obligation to or benefit from the Company or SCGroup.

          Section  18.   Survival.   All  provisions  of  this  Agreement  which
  contemplate  performance  or observance  following  the  expiration or earlier
  termination  of this  Agreement,  will survive any such  expiration or earlier
  termination.  Additionally,  all provisions of this Agreement will survive the
  expiration  or earlier  termination  of this  Agreement to the fullest  extent
  necessary  to give the  parties  the full  benefit  of the  bargain  expressed
  herein.

          Section  19.  Consents  and  Approvals.  Where  agreement,   approval,
  permission,  acceptance, consent or similar action by either party is required
  by any  provision  of this  Agreement,  such action  will not be  unreasonably
  delayed, conditioned or withheld.

          Section 20. Binding  Effect.  This Agreement shall be binding upon and
  shall  inure to the benefit of the parties  hereto,  each of their  respective
  successors  and  permitted  assigns,  but may not be assigned by either  party
  without the prior  written  consent of the other party,  and no other  persons
  shall have or derive any right, benefit or obligation hereunder.


<PAGE>

          Section  21.  Headings.   The  headings  and  titles  of  the  various
  paragraphs  of  this  Agreement  are  inserted   merely  for  the  purpose  of
  convenience,  and do not expressly or by implication limit, define,  extend or
  affect the meaning or  interpretation  of this Agreement or the specific terms
  or text of the paragraph so designated.

          Section 22.       Governing  Law.  This  Agreement  shall be  governed
   in  all  respects,   whether  as  to  validity,   construction,   capacity,
   performance or otherwise, by the laws of the State of Texas.

          Section 23. Severability.  If any provision of this Agreement shall be
  held invalid by a court with  jurisdiction over the parties to this Agreement,
  then and in that event such  provision  shall be deleted  from the  Agreement,
  which  shall then be  construed  to give  effect to the  remaining  provisions
  thereof.  If any one or more of the provisions  contained in this Agreement or
  in any other instrument  referred to herein shall, for any reason,  be held to
  be invalid,  illegal or unenforceable  in any respect,  then in that event, to
  the  maximum  extent  permitted  by  law,  such   invalidity,   illegality  or
  enforceability  shall not affect any other provisions of this Agreement or any
  other such instrument.

          Section 24.       Counterparts.  This  Agreement  may be  executed in
  one or more  counterparts,  each of which shall be deemed an original,  but
  all  of  which  taken  together  shall  be  considered  one  and  the  same
  instrument.

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



                         HOMESTEAD VILLAGE INCORPORATED



                                             By:      /s/ James C. Potts
                                                      James C. Potts
                                                      Managing Director



                              SCGROUP INCORPORATED



                                             By:      /s/ Paul Szurek
                                                         Paul Szurek
                                                      Managing Director