LETTER OF TRANSMITTAL

                              MEDIANEWS GROUP, INC.

                                OFFER TO EXCHANGE
                   6 7/8% SENIOR SUBORDINATED NOTES DUE 2013,
           THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                           FOR ANY AND ALL OUTSTANDING
                    6 7/8% SENIOR SUBORDINATED NOTES DUE 2013
       ($300,000,000 AGGREGATE PRINCIPAL AMOUNT ISSUED NOVEMBER 25, 2003)

               Pursuant to the Prospectus, dated _______ __, 2004.
      THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
          _________ __, 2004, UNLESS EXTENDED (THE "EXPIRATION DATE").
        TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 P.M., NEW YORK CITY TIME,
                            ON THE EXPIRATION DATE.

               BY MAIL:              BY OVERNIGHT DELIVERY OR HAND:
         The Bank of New York            The Bank of New York
          101 Barclay Street              101 Barclay Street
      Reorganization Unit-7 East      Reorganization Unit-7 East
       New York, New York 10286        New York, New York 10286
         Attn: Enrique Lopez              Attn: Enrique Lopez

                       FACSIMILE TRANSMISSION: 212-298-1915
                          (Eligible Institutions Only)

                       CONFIRM BY TELEPHONE: 212-815-2742
                          (Eligible Institutions Only)

      Delivery of this  instrument  to an address other than as set forth above,
or  transmission  of  instructions  via facsimile other than as set forth above,
will not constitute a valid delivery.

      The undersigned acknowledges receipt of the Prospectus,  dated _______ __,
2004 (the "Prospectus"),  of MediaNews Group, Inc., a Delaware  corporation (the
"Company"),  and this Letter of  Transmittal  (this  "Letter"),  which  together
constitute the offer (the "Exchange Offer" ) to exchange an aggregate  principal
amount of up to $300,000,000 of the Company's 6 7/8% Senior  Subordinated  Notes
due 2013, that have been registered under the Securities Act of 1933, as amended
(the "Securities Act"; such notes, the "Exchange Notes"), for an equal principal
amount of the Company's  outstanding 6 7/8% Senior  Subordinated  Notes due 2013
(the "Unregistered Notes"). The Exchange Offer is being made in order to satisfy
certain  obligations  of  the  Company  contained  in  the  Registration  Rights
Agreement,  dated as of November 25,  2003,  between the Company and the Initial
Purchasers named therein (the "Registration Rights Agreement").

      For each  Unregistered  Note  accepted  for  exchange,  the holder of such
Unregistered  Note will receive an Exchange Note having a principal amount equal
to that of the  surrendered  Unregistered  Note.  Interest on each Exchange Note
will accrue (A) from the later of (i) the last  interest  payment  date on which
interest was paid on the Unregistered  Note surrendered in exchange  therefor or
(ii) if the Unregistered  Note is surrendered for exchange on a date in a period
which includes the record date for an interest payment date to occur on or after
the date of such  exchange and as to which  interest  will be paid,  the date of
such  interest  payment  date  or (B) if no  interest  has  been  paid  on  such
unregistered  note,  from November 25, 2003.  Interest on the Exchange  Notes is
payable on April 1 and October 1 of each year.  The Company  reserves the right,
at any  time  or from  time  to  time,  to  extend  the  Exchange  Offer  at its
discretion, in which event the term "Expiration Date" shall mean the latest time
and date to which the Exchange  Offer is extended.  The Company shall notify the
holders of the  Unregistered  Notes of any extension by means of a press release
or other public announcement prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.


<PAGE>

      This  Letter  is to be  completed  by a holder  of  Unregistered  Notes if
Unregistered  Notes are to be forwarded  herewith or if a tender of Unregistered
Notes,  if  available,  is to be  made by  book-entry  transfer  to the  account
maintained  by The Bank of New York (the  "Exchange  Agent")  at The  Depository
Trust  Company  ("DTC")  pursuant to the  procedure  set forth in "The  Exchange
Offer" section of the  Prospectus  and an Agent's  Message (as defined below) is
not delivered.  Tenders by book-entry transfer may also be made by delivering an
Agent's  Message in lieu of this  Letter.  The term  "Agent's  Message"  means a
message,  transmitted  by DTC and received by the  Exchange  Agent and forming a
part of a Book-Entry  Confirmation (as defined below),  that states that DTC has
received  an  express  acknowledgment  from a  financial  institution  that is a
participant in DTC's systems (a "DTC Participant")  tendering Unregistered Notes
that are the subject of such Book-Entry  Confirmation  that such DTC Participant
has  received  and agrees to be bound by this  Letter,  and that the Company may
enforce this Letter against such DTC Participant.  Holders of Unregistered Notes
(i) whose  Unregistered  Notes are not  immediately  available,  (ii) who cannot
deliver their Unregistered Notes, this Letter or any other required documents to
the Exchange  Agent prior to the  expiration  date, or (iii) the  procedures for
book-entry  transfer  cannot be completed on a timely  basis,  must tender their
Unregistered Notes according to the guaranteed  delivery procedures set forth in
"The  Exchange  Offer  --  Guaranteed   Delivery   Procedures"  section  of  the
Prospectus.  See Instruction 1. Delivery of documents to DTC does not constitute
delivery to the Exchange Agent.


<PAGE>

      The undersigned has completed the appropriate  boxes below and signed this
Letter to indicate  the action the  undersigned  desires to take with respect to
the Exchange Offer.

      List below the  Unregistered  Notes to which this Letter  relates.  If the
space provided below is inadequate, the certificate numbers and principal amount
of Unregistered  Notes should be listed on a separate  signed  schedule  affixed
hereto.

 ------------------------------------------------------------------------------
|                     DESCRIPTION OF UNREGISTERED NOTES                        |
|------------------------------------------------------------------------------|
|                                  |              |   AGGREGATE  |             |
|                                  |              |   PRINCIPAL  |             |
|                                  |              |   AMOUNT OF  | PRINCIPAL   |
|    NAME(S) AND ADDRESS(ES) OF    |  CERTIFICATE | UNREGISTERED |   AMOUNT    |
|       REGISTERED HOLDER(S)       |   NUMBER(S)* |    NOTE(S)   | TENDERED**  |
|----------------------------------|--------------|--------------|-------------|
|                                  |              |              |             |
|----------------------------------|--------------|--------------|-------------|
|                                  |              |              |             |
|                                  |              |              |             |
|----------------------------------|--------------|--------------|-------------|
|                                  |              |              |             |
|                                  |              |              |             |
|----------------------------------|--------------|--------------|-------------|
|                                  |              |              |             |
|                                  |              |              |             |
 ------------------------------------------------------------------------------

*  Need not be  completed  by Holders of  Unregistered  Notes being  tendered by
   book-entry transfer (see below).
** Unless  otherwise  indicated  in this  column,  it will be  assumed  that all
   Unregistered  Notes  represented  by  certificates  delivered to the Exchange
   Agent are being tendered. See Instruction 1.

[ ]  CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT  MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND
     COMPLETE THE FOLLOWING:

Name of Tendering Institution:__________________________________________________

Account Number: ______________________ Transaction Code Number:_________________

By crediting the  Unregistered  Notes to the Exchange  Agent's  account at DTC's
Automated  Tender Offer Program  ("ATOP") and by complying with  applicable ATOP
procedures  with respect to the Exchange  Offer,  including  transmitting to the
Exchange Agent a  computer-generated  Agent's Message in which the holder of the
Unregistered  Notes  acknowledges  and  agrees to be bound by the terms of,  and
makes  the  representations  and  warranties  contained  in,  this  Letter,  the
participant  in DTC  confirms on behalf of itself and the  beneficial  owners of
such   Unregistered   Notes  all  provisions  of  this  Letter   (including  all
representations  and warranties)  applicable to it and such beneficial  owner as
fully as if it had completed the  information  required  herein and executed and
transmitted this Letter to the Exchange Agent.

[ ]  CHECK HERE IF TENDERED UNREGISTERED NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED  DELIVERY  PREVIOUSLY  SENT TO THE EXCHANGE  AGENT AND
     COMPLETE THE FOLLOWING:

Name(s) of Registered Holder(s):________________________________________________

Window Ticket Number (if any):__________________________________________________

Date of Execution of Notice of Guaranteed Delivery:_____________________________

Name of Institution which Guaranteed Delivery:__________________________________

If Delivered by Book-Entry Transfer, Complete the Following:

Account Number: ____________________  Transaction Code Number:__________________

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER  THAT WILL RECEIVE EXCHANGE NOTES FOR
     ITS OWN ACCOUNT IN EXCHANGE FOR UNREGISTERED  NOTES THAT WERE ACQUIRED AS A
     RESULT OF  MARKET-MAKING OR OTHER TRADING  ACTIVITIES.  YOU WILL RECEIVE 10
     ADDITIONAL  COPIES OF THE  PROSPECTUS  AND 10 COPIES OF ANY  AMENDMENTS  OR
     SUPPLEMENTS THERETO.

Name:___________________________________________________________________________
Address:________________________________________________________________________

<PAGE>

               PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

      Upon the terms and subject to the  conditions of the Exchange  Offer,  the
undersigned  hereby  tenders to the Company the  aggregate  principal  amount of
Unregistered  Notes  indicated  above.  Subject  to,  and  effective  upon,  the
acceptance  for  exchange  of  the  Unregistered   Notes  tendered  hereby,  the
undersigned  hereby  sells,  assigns and transfers to, or upon the order of, the
Company all right,  title and interest in and to such Unregistered  Notes as are
being tendered hereby.

      The undersigned hereby  irrevocably  constitutes and appoints the Exchange
Agent as agent and attorney-in-fact (with full knowledge that the Exchange Agent
also acts as Trustee  under the Indenture  (each as defined in the  Prospectus))
with respect to the tendered  Unregistered Notes with full power of substitution
to (i) deliver  certificates  for such  Unregistered  Notes to the  Company,  or
transfer ownership of such Unregistered Notes on the account books maintained by
DTC, together, in either such case, with all accompanying  evidences of transfer
and  authenticity  to, or upon the order of, the Company and (ii)  present  such
Unregistered  Notes for transfer on the books of the  registrar  and receive all
benefits  and  otherwise  exercise  all rights of  beneficial  ownership of such
Unregistered  Notes, all in accordance with the terms of the Exchange Offer. The
power of attorney  granted in this  paragraph  shall be deemed  irrevocable  and
coupled with an interest.

      The  undersigned  hereby  represents and warrants that the undersigned has
full power and authority to tender,  sell,  assign and transfer the Unregistered
Notes  tendered  hereby and that the Company will acquire good and  unencumbered
title  thereto,  free  and  clear  of  all  liens,  restrictions,   charges  and
encumbrances  and not subject to any adverse claim when the same are accepted by
the Company.  The undersigned  hereby further  represents that, (1) any Exchange
Notes  received by it will be acquired in the ordinary  course of its  business;
(2) it has and will have no  arrangement  or  understanding  with any  person to
participate in the  distribution  (within the meaning of the Securities  Act) of
the  Exchange  Notes  in  violation  of  the  Securities  Act;  (3) it is not an
"affiliate" (as defined in Rule 405 promulgated under the Securities Act) of the
Company;  (4) if it is not a  broker-dealer,  that it is not engaged in and does
not intend to engage in, the  distribution  of  Exchange  Notes;  (5) if it is a
broker-dealer  that will receive  Exchange Notes for its own account in exchange
for Unregistered  Notes that were acquired as a result of market-making or other
trading  activities,  that it will deliver a prospectus in  connection  with any
resale of such  Exchange  Notes;  and (6) that it is not acting on behalf of any
persons or entities who could not truthfully make the foregoing representations.

      The undersigned also  acknowledges  that this Exchange Offer is being made
based upon the Company's  understanding of  interpretations  by the staff of the
Securities and Exchange  Commission (the  "Commission"),  set forth in no-action
letters issued to third parties,  that the Exchange Notes issued in exchange for
the Unregistered Notes pursuant to the Exchange Offer may be offered for resale,
resold  and  otherwise   transferred  by  holders  thereof  (other  than  (i)  a
broker-dealer  who acquires  such Exchange  Notes  directly from the Company for
resale  pursuant to Rule 144A under the  Securities  Act or any other  available
exemption  under  the  Securities  Act  or  (ii)  any  such  holder  that  is an
"affiliate"  of the Company  within the meaning of Rule 405 under the Securities
Act),  without   compliance  with  the  registration  and  prospectus   delivery
provisions of the Securities Act, provided that such Exchange Notes are acquired
in the  ordinary  course of such  holders'  business  and such  holders  are not
engaged  in,  and do not intend to engage in, a  distribution  of such  Exchange
Notes and have no arrangement with any person to participate in the distribution
of such  Exchange  Notes.  If a holder of  Unregistered  Notes is  engaged in or
intends to engage in a distribution of the Exchange Notes or has any arrangement
or  understanding  with respect to the  distribution of the Exchange Notes to be
acquired  pursuant to the  Exchange  Offer,  such  holder  could not rely on the
applicable  interpretations  of the staff of the Commission and must comply with
the registration and prospectus  delivery  requirements of the Securities Act in
connection  with any resale  transaction.  If the undersigned is a broker-dealer
that  will  receive   Exchange  Notes  for  its  own  account  in  exchange  for
Unregistered  Notes, it represents that the  Unregistered  Notes to be exchanged
for  the  Exchange  Notes  were  acquired  by it as a  result  of  market-making
activities or other trading  activities and acknowledges  that it will deliver a
prospectus meeting the requirements of the Securities Act in connection with any
resale of such Exchange Notes;  however, by so acknowledging and by delivering a
prospectus,  the  undersigned  will  not  be  deemed  to  admit  that  it  is an
"underwriter" within the meaning of the Securities Act.

      The  undersigned  will,  upon request,  execute and deliver any additional
documents  deemed by the Company to be  necessary  or  desirable to complete the
sale,  assignment and transfer of the Unregistered  Notes tendered  hereby.  All
authority  conferred  or  agreed  to be  conferred  in  this  Letter  and  every
obligation of the  undersigned  hereunder  shall be binding upon the successors,

<PAGE>

assigns,  heirs,  executors,  administrators,  trustees in bankruptcy  and legal
representatives  of the  undersigned  and shall not be  affected  by,  and shall
survive,  the  death  or  incapacity  of the  undersigned.  This  tender  may be
withdrawn  only in  accordance  with the  procedures  set forth in "The Exchange
Offer -- Withdrawal of Tenders" section of the Prospectus.

      Unless otherwise  indicated herein in the box entitled  "Special  Issuance
Instructions"  below, please credit the Exchange Notes (and, if applicable,  any
Unregistered Notes delivered through book-entry delivery that are not exchanged)
to the  account  indicated  above  maintained  at  DTC.  If  applicable,  unless
otherwise  indicated herein in the box entitled "Special Issuance  Instructions"
below, please deliver substitute  certificates  representing  Unregistered Notes
for any Unregistered Notes delivered other than through book-entry delivery that
are  not  exchanged  in the  name  of the  undersigned.  If  applicable,  unless
otherwise indicated in the box entitled "Special Delivery  Instructions"  below,
please send  substitute  certificates  representing  Unregistered  Notes for any
Unregistered Notes delivered other than through book-entry delivery that are not
exchanged  to the  undersigned  at the address  shown above in the box  entitled
"Description of Unregistered Notes".

      THE   UNDERSIGNED,   BY  COMPLETING  THE  BOX  ENTITLED   "DESCRIPTION  OF
UNREGISTERED  NOTES"  ABOVE  AND  SIGNING  THIS  LETTER,  WILL BE DEEMED TO HAVE
TENDERED THE UNREGISTERED NOTES AS SET FORTH IN SUCH BOX ABOVE.



<PAGE>

 -------------------------------------   --------------------------------------
|    SPECIAL ISSUANCE INSTRUCTIONS    | |     SPECIAL DELIVERY INSTRUCTIONS    |
|     (SEE INSTRUCTIONS 3 AND 4)      | |       (SEE INSTRUCTIONS 3 AND 4)     |
|   To  be    completed    ONLY    if | |   To   be    completed    ONLY    if |
|(i) Exchange   Notes   are   to   be | |certificates for  Unregistered  Notes |
|delivered by book-entry  transfer to | |not  exchanged  are  to  be  sent  to |
|an  account maintained  at DTC other | |someone   other  than  the  person(s) |
|than the account indicated  above or | |whose signature(s)  appear(s) on this |
|if   Unregistered  Notes   were  not | |Letter below,  or to the  undersigned |
|tendered  by  book-entry   transfer, | |at an  address  other  than  shown in |
|(ii) certificates  for  Unregistered | |the  box  entitled   "Description  of |
|Notes not exchanged are to be issued | |Unregistered  Notes"  on this  Letter |
|in the name of and  sent to  someone | |above.                                |
|other  than  the   person(s)   whose | |Mail  certificates  for  Unregistered |
|signature(s)   appear(s)   on   this | |Notes to:                             |
|Letter below,  or (iii) Unregistered | |                                      |
|Notes    delivered  by    book-entry | |                                      |
|transfer  which are not accepted for | |                                      |
|exchange   are  to  be  returned  by | |                                      |
|credit to an account  maintained  at | |                                      |
|DTC other than the account indicated | |                                      |
|above.                               | |                                      |
|If applicable, issue Unregistered    | |Names(s):___________________________  |
|Notes to:                            | |         (Please Type or Print)       |
|                                     | |                                      |
|Names(s):___________________________ | |         ___________________________  |
|        (Please Type or Print)       | |         (Please Type or Print)       |
|                                     | |                                      |
|        ____________________________ | |                                      |
|        (Please Type or Print)       | |Address:____________________________  |
|                                     | |                                      |
|                                     | |        ____________________________  |
|Address:____________________________ | |        (Including Zip Code)          |
|                                     | |                                      |
|        ____________________________ | |                                      |
|        (Including Zip Code)         | |                                      |
|                                     | |                                      |
|____________________________________ | |                                      |
|    Social Security or Employer      | |                                      |
|       Identification Number         | |                                      |
|                                     | |                                      |
|If applicable, credit Exchange Notes | |                                      |
|and unexchanged  Unregistered  Notes | |                                      |
|delivered by book-entry transfer  to | |                                      |
|DTC account set forth below.         | |                                      |
|                                     | |                                      |
|Name of Institution:________________ | |                                      |
|                                     | |                                      |
|DTC Account Number:_________________ | |                                      |
 -------------------------------------   --------------------------------------

IMPORTANT: THIS LETTER OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU
THEREOF (TOGETHER WITH THE CERTIFICATES FOR UNREGISTERED NOTES OR A BOOK-ENTRY
CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED
DELIVERY) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK
CITY TIME, ON THE EXPIRATION DATE.

                PLEASE READ THIS LETTER OF TRANSMITTAL CAREFULLY
                        BEFORE COMPLETING ANY BOX ABOVE.

<PAGE>

 ------------------------------------------------------------------------------
|                                PLEASE SIGN HERE                              |
|                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)                 |
|                   (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)                |
|                                                                              |
|Dated:________________, 2004                                                  |
|                                                                              |
|__________________________________________________________________________    |
|                                                                              |
|__________________________________________________________________________    |
|                       (Signature(s) of Owner) (Date)                         |
|                                                                              |
|Area Code and Telephone Number:______________________________________________ |
|                                                                              |
|   If a holder is  tendering  any  Unregistered  Notes,  this  Letter must be |
|signed  by  the  registered   holder(s)  as  the  name(s)  appear(s)  on  the |
|certificate(s) for the Unregistered  Notes or by any person(s)  authorized to |
|become  registered  holder(s)  by  endorsements  and  documents   transmitted |
|herewith. If signature is by a trustee,  executor,  administrator,  guardian, |
|officer or other  person  acting in a fiduciary or  representative  capacity, |
|please set forth full title. See Instruction 3.                               |
|                                                                              |
|Name(s):_____________________________________________________________________ |
|                                                                              |
|        _____________________________________________________________________ |
|                            (Please Type or Print)                            |
|                                                                              |
|Capacity:____________________________________________________________________ |
|                                                                              |
|Address:_____________________________________________________________________ |
|                                                                              |
|_____________________________________________________________________________ |
|                            (Including Zip Code)                              |
|                                                                              |
|                            SIGNATURE GUARANTEE                               |
|                       (IF REQUIRED BY INSTRUCTION 3)                         |
|                                                                              |
|Signature(s) Guaranteed by an Eligible Institution:__________________________ |
|                                                     (Authorized Signature)   |
|                                                                              |
|_____________________________________________________________________________ |
|                                  (Title)                                     |
|                                                                              |
|_____________________________________________________________________________ |
|                              (Name and Firm)                                 |
|                                                                              |
|Dated:__________________, 2004                                                |
|                                                                              |
 ------------------------------------------------------------------------------


<PAGE>

                                 INSTRUCTIONS

   FORMINGPART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE SENIOR
       SUBORDINATED NOTES DUE 2013, THAT HAVE BEEN REGISTERED UNDER THE
                       SECURITIES ACT OF 1933, FOR ANY AND ALL OUTSTANDING
                     SENIOR SUBORDINATED NOTES DUE 2013.

1. DELIVERY  OF  THIS  LETTER  AND  UNREGISTERED   NOTES;   GUARANTEED  DELIVERY
   PROCEDURES.

      This  Letter  is to be  completed  by  holders  of  Unregistered  Notes if
certificates are to be forwarded  herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Book-Entry  Transfer" section of the Prospectus and an Agent's Message is
not delivered.  Tenders by book-entry transfer may also be made by delivering an
Agent's Message in lieu of this Letter. Certificates for all physically tendered
Unregistered Notes, or Book-Entry Confirmation, as the case may be, as well as a
properly  completed  and duly executed  Letter (or facsimile  thereof or Agent's
Message in lieu thereof) and any other documents  required by this Letter,  must
be received by the Exchange Agent at the address set forth herein on or prior to
the  Expiration  Date, or the tendering  holder must comply with the  guaranteed
delivery procedures set forth below.  Unregistered Notes tendered hereby must be
in integral multiples of $1,000.

      Holders of Unregistered  Notes whose  certificates for Unregistered  Notes
are not immediately  available or who cannot deliver their  certificates and all
other  required  documents to the Exchange  Agent on or prior to the  Expiration
Date, or who cannot  complete the procedure for book-entry  transfer on a timely
basis, may tender their Unregistered  Notes pursuant to the guaranteed  delivery
procedures  set forth in "The Exchange  Offer--Guaranteed  Delivery  Procedures"
section of the Prospectus.  Pursuant to such procedures, (i) such tender must be
made  through an  Eligible  Institution  (as defined  below),  (ii) prior to the
expiration  date, the exchange  agent receives from such Eligible  Institution a
properly  completed and duly executed Notice of Guaranteed  Delivery (or Agent's
Message in lieu thereof)  substantially in the form provided by us, by facsimile
transmission,  mail or hand delivery,  setting forth the name and address of the
holder,  the certificate  number(s) of such Unregistered Notes and the principal
amount of  Unregistered  Notes  tendered,  stating that the tender is being made
thereby and guaranteeing that, within three New York Stock Exchange trading days
after the expiration date, this Letter,  or a facsimile  thereof,  together with
the  certificate(s)  representing  the  Unregistered  Notes in  proper  form for
transfer  or a  Book-Entry  Confirmation,  as the  case  may be,  and any  other
documents required by this Letter will be deposited by the Eligible  Institution
with the Exchange Agent, and (iii) such properly  executed Letter,  or facsimile
thereof  (or Agent's  Message in lieu  thereof),  as well as the  certificate(s)
representing all tendered Unregistered Notes in proper form for transfer and all
other  documents  required by this Letter are  received  by the  Exchange  Agent
within three New York Stock Exchange trading days after the Expiration Date.

      The method of  delivery of this  Letter,  the  Unregistered  Notes and all
other required  documents is at the election and risk of the tendering  holders,
but the delivery will be deemed made only when actually received or confirmed by
the Exchange Agent. If Unregistered Notes are sent by mail, it is suggested that
the mailing be made  sufficiently  in advance of the  Expiration  Date to permit
delivery to the Exchange  Agent prior to 5:00 p.m.,  New York City time,  on the
Expiration Date.

      See "The Exchange Offer" section of the Prospectus.

2. PARTIAL TENDERS (NOT  APPLICABLE TO HOLDERS OF UNREGISTERED  NOTES WHO TENDER
   BY BOOK-ENTRY TRANSFER).

      If less  than  all of the  Unregistered  Notes  evidenced  by a  submitted
certificate  are to be  tendered,  the  tendering  holder(s)  should fill in the
aggregate principal amount of Unregistered Notes to be tendered in the box above
entitled  "Description  of Unregistered  Notes--Principal  Amount  Tendered".  A
reissued certificate  representing the balance of nontendered Unregistered Notes
will  be sent  to  such  tendering  holder,  unless  otherwise  provided  in the
appropriate box on this Letter,  promptly after the Expiration  Date. All of the
Unregistered  Notes  delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated.

3.  SIGNATURES  ON THIS  LETTER,  BOND  POWERS AND  ENDORSEMENTS;  GUARANTEE  OF
    SIGNATURES.

      If this  Letter  is signed by the  registered  holder of the  Unregistered
Notes tendered  hereby,  the signature must correspond  exactly with the name as
written on the face of the certificates without any change whatsoever.


<PAGE>

      If any  tendered  Unregistered  Notes  are  owned of record by two or more
joint owners, all such owners must sign this Letter.

      If any tendered  Unregistered  Notes are registered in different  names on
several certificates,  it will be necessary to complete, sign and submit as many
separate  copies  of  this  Letter  as  there  are  different  registrations  of
certificates.

      When this Letter is signed by the  registered  holder of the  Unregistered
Notes specified herein and tendered  hereby,  no endorsements of certificates or
separate bond powers are required.  If, however, any Unregistered Notes were not
tendered by book-entry transfer, or any untendered  Unregistered Notes are to be
reissued to a person other than the registered holder,  then endorsements of any
certificates transmitted hereby or separate bond powers are required. Signatures
on such certificates must be guaranteed by an Eligible Institution.

      If this Letter is signed by a person other than the  registered  holder of
any  certificates  specified  therein,  such  certificates  must be  endorsed or
accompanied  by  appropriate  bond powers,  in either case signed exactly as the
name of the registered  holder appears on the certificates and the signatures on
such certificates must be guaranteed by an Eligible Institution.

      If this Letter or any  certificates or bond powers are signed by trustees,
executors,   administrators,    guardians,   attorneys-in-fact,    officers   of
corporations or others acting in a fiduciary or  representative  capacity,  such
persons  should so indicate  when  signing,  and,  unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.

      Endorsements on certificates for Unregistered  Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by any member firm of a
registered  national  securities  exchange  or of the  National  Association  of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent  in the United  States or by an "eligible  guarantor  institution"
within the meaning of Rule  17Ad-15  under the  Securities  Exchange Act of 1934
(each, an "Eligible Institution").

      Signatures   on  this  Letter  need  not  be  guaranteed  by  an  Eligible
Institution,  provided the Unregistered Notes are tendered:  (i) by a registered
holder of  Unregistered  Notes (which term, for purposes of the Exchange  Offer,
includes  any  participant  in the DTC system  whose name  appears on a security
position listing as the holder of such Unregistered Notes) who has not completed
the  box  entitled   "Special   Issuance   Instructions"  or  "Special  Delivery
Instructions"  on  this  Letter,   or  (ii)  for  the  account  of  an  Eligible
Institution.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

      Tendering holders of Unregistered  Notes should indicate in the applicable
box  the  name  and  address  to  which   substitute   certificates   evidencing
Unregistered Notes not exchanged are to be issued or sent, if different from the
name or address of the person signing this Letter.  In the case of issuance in a
different  name, the employer  identification  or social  security number of the
person named must also be indicated.  A holder of  Unregistered  Notes tendering
Unregistered  Notes by book-entry  transfer may request that Unregistered  Notes
not  exchanged be credited to such account  maintained  at DTC as such holder of
Unregistered Notes may designate hereon. If no such instructions are given, such
Unregistered Notes not exchanged will be returned to the name or address of (or,
if  applicable,  delivered by  book-entry  delivery to) the person  signing this
Letter.

5. TAXPAYER IDENTIFICATION NUMBER.

      Federal  income tax law generally  requires that a tendering  holder whose
Unregistered  Notes are accepted for  exchange  must provide the Exchange  Agent
with such Holders correct Taxpayer  Identification  Number ("TIN") on Substitute
Form W-9 below,  which, in the case of a tendering  holder who is an individual,
is his or her social security number. If a tendering holder does not provide the
Exchange Agent with its current TIN or an adequate basis for an exemption,  such
tendering holder may be subject to a $50 penalty imposed by the Internal Revenue
Service  and  backup  withholding  in an  amount  currently  equal to 28% of all
reportable  payments  made  after the  exchange.  If  withholding  results in an
overpayment  of taxes,  a refund  may be  obtained  provided  that the  required
information is timely furnished to the Internal Revenue Service.


<PAGE>

      Exempt  holders  of  Unregistered  Notes  (including,  among  others,  all
corporations  and certain foreign  individuals)  are not subject to these backup
withholding  and  reporting   requirements.   See  the  enclosed  Guidelines  of
Certification of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.

      To prevent backup withholding, each tendering holder of Unregistered Notes
must provide its correct TIN by completing the  "Substitute  Form W-9" set forth
below,  certifying  that the TIN  provided  is correct  (or that such  holder is
awaiting a TIN) and that (i) the holder is exempt from backup withholding,  (ii)
the holder has not been  notified  by the  Internal  Revenue  Service  that such
holder is subject to backup  withholding  as a result of a failure to report all
interest or  dividends or (iii) the  Internal  Revenue  Service has notified the
holder  that such  holder is no longer  subject  to backup  withholding.  If the
tendering holder of Unregistered  Notes is a nonresident alien or foreign entity
not subject to backup  withholding,  such holder must give the Exchange  Agent a
completed applicable Form W-8BEN,  W-8ECI, W-8EXP or W-8IMY, as the case may be,
signed under penalties of perjury  attesting to such exempt status.  These forms
may be obtained from the Exchange Agent. If the  Unregistered  Notes are in more
than one name or are not in the name of the actual  owner,  such  holder  should
consult  the W-9  Guidelines  for  information  on which TIN to report.  If such
holder does not have a TIN, such holder should  consult the W-9  Guidelines  for
instructions  on applying for a TIN,  check the box in Part 1 of the  Substitute
Form W-9 and write "applied for" in lieu of its TIN. Note: checking this box and
writing "applied for" on the form means that such holder has already applied for
a TIN or that such holder  intends to apply for one in the near future.  If such
holder does not provide its TIN to the  Exchange  Agent  within 60 days,  backup
withholding  will begin and continue until such holder  furnishes its TIN to the
Exchange Agent.

6. TRANSFER TAXES.

      The  Company  will  pay all  transfer  taxes,  if any,  applicable  to the
transfer  of  Unregistered  Notes to it or its order  pursuant  to the  Exchange
Offer.  If,  however,  a transfer  tax is imposed for any reason  other than the
exchange of the unregistered notes pursuant to the exchange offer, the amount of
any such transfer taxes,  whether imposed on the registered  holder or any other
persons,  will be payable by the tendering holder.  If satisfactory  evidence of
payment of such taxes or exemption  therefrom  is not  submitted  herewith,  the
amount of such transfer taxes will be billed directly to such tendering holder.

      Except as provided in this Instruction 6, it is not necessary for transfer
tax stamps to be affixed to the Unregistered  Notes specified in this Letter.

7. WAIVER OF CONDITIONS.

      The Company  reserves the absolute right to waive  satisfaction  of any or
all conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS.

      No  alternative,  conditional,  irregular  or  contingent  tenders will be
accepted.  All tendering  holders of  Unregistered  Notes,  by execution of this
Letter,  shall  waive any right to  receive  notice of the  acceptance  of their
Unregistered Notes for exchange.

      Neither the Company,  the Exchange Agent nor any other person is obligated
to give  notice of any  defect or  irregularity  with  respect  to any tender of
Unregistered Notes nor shall any of them incur any liability for failure to give
any such notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED UNREGISTERED NOTES.

      Any holder whose Unregistered  Notes have been mutilated,  lost, stolen or
destroyed  should contact the Exchange Agent at the address  indicated above for
further instructions.

10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

      Questions relating to the procedure for tendering, as well as requests for
additional  copies of the  Prospectus  and this  Letter,  may be directed to the
Exchange Agent, at the address and telephone number indicated above.

<PAGE>

                     TO BE COMPLETED BY ALL TENDERING HOLDERS
                                (SEE INSTRUCTION 5)

 ------------------------------------------------------------------------------
|                                                                              |
|                                   SUBSTITUTE                                 |
|                                    FORM W-9                                  |
|       Requestfor Taxpayer Identification Number (TIN) and Certification      |
|              Give form to the requester. Do not send to the IRS.             |
|                                                                              |
|------------------------------------------------------------------------------|
|------------------------------------------------------------------------------|
|                                                                              |
| NAME:________________________________________________________________________|
|                                                                              |
| BUSINESS NAME, IF DIFFERENT FROM ABOVE:______________________________________|
|                                                                              |
| CHECK APPROPRIATE BOX: [ ] Individual/Sole  [ ] Corporation  [ ] Partnership |
|                            proprietor                                        |
| [ ] Other  __________________                                                |
|                                                                              |
| ADDRESS:  ___________________________________________________________________|
|                                                                              |
| ADDRESS (LINE 2):  __________________________________________________________|
|                                                                              |
| CHECK THE BOX IF YOU ARE EXEMPT FROM WITHHOLDING [ ]                         |
|------------------------------------------------------------------------------|
|------------------------------------------------------------------------------|
|                                                                              |
| PART 1 - PLEASE  PROVIDE YOUR TIN IN THE BOX BELOW AND CERTIFY BY            |
| SIGNING AND DATING BELOW. For individuals, your TIN is your social           |
| security number. However, for a resident alien, sole proprietor, or          |
| disregarded entity, see the W-9 Guidelines.  For other entities, it          |
| is your employer identification number (EIN). If you do not have a           |
| number, see HOW TO GET A TIN in the W-9 Guidelines.                          |
|                                                                              |
| Tax Identification Number (SSN or EIN):                                      |
|                                                                              |
| _________________________________________________                            |
|                                                                              |
| NOTE:  If the account is in more than one name, see the chart in the W-9     |
| Guidelines on whose number to enter.                                         |
|                                                                              |
|------------------------------------------------------------------------------|
|                                                                              |
| 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 because: (a) I am exempt           |
|    from backup withholding, or (b) I have not been notified by the           |
|    Internal Revenue Service (IRS) that I am subject to backup                |
|    withholding  as a result of a failure to report all interest or           |
|    dividends, or (c) the IRS has notified me that I am no longer             |
|    subject to backup withholding, AND                                        |
|                                                                              |
| 3. I am a U.S. person (including a U.S. resident alien).                     |
|                                                                              |
| CERTIFICATION INSTRUCTIONS.  You must cross out item 2 above if you          |
| have been  notified  by the IRS that you are  currently  subject to          |
| backup  withholding  because you have failed to report all interest          |
| and dividends on your tax return.                                            |
|                                                                              |
| Signature_________________________________  Date________________             |
|                                                                              |
 ------------------------------------------------------------------------------

NOTE:  FAILURE TO  COMPLETE  AND RETURN  THE  SUBSTITUTE  FORM W-9 MAY RESULT IN
BACKUP  WITHHOLDING OF 28% OF ANY REPORTABLE  PAYMENT MADE TO YOU. PLEASE REVIEW
THE W-9 GUIDELINES FOR ADDITIONAL DETAILS.


<PAGE>
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

GUIDELINES FOR DETERMINING THE PROPER  IDENTIFICATION NUMBER TO GIVE THE PAYER--
Social  Security  numbers  have nine  digits  separated  by two  hyphens:  i.e.,
000-00-0000.  Employer Identification numbers have nine digits separated by only
one hyphen: i.e., 00-0000000.  The table below will help determine the number to
give the Payer.

---------------------------------------  ---------------------------------------
FOR THIS TYPE OF    GIVE THE             FOR THIS TYPE OF   GIVE THE EMPLOYER
ACCOUNT:            SOCIAL SECURITY      ACCOUNT:           IDENTIFICATION
                    NUMBER OF --                             NUMBER OF --
---------------------------------------  ---------------------------------------
1.  Individual      The individual.      6. Sole            The  owner(3)
                                            proprietorship
                                            or single-owner
                                            LLC

2. Two or more      The actual owner     7. A valid trust,   The legal
   individuals      of the account          estate, or       entity(4)
   (joint account)  or, if combined         pension trust
                    funds, any one of
                    the individuals(1)

3. Custodian        The  minor(2)        8. Corporate or     The corporation
   account of a                             LLC electing
   minor (Uniform                           corporate
   Gift to Minors                           status on Form
   Act)                                     8832

4. a. The usual     The                  9. Association,     The organization
      revocable     grantor-trustee(1)      club,
      savings                               religious,
      trust                                 charitable,
      (grantor is                           educational
      also trustee)                         or other
                                            tax-exempt
                                            organization
   b. So-called     The actual owner(1)
      trust
      account
      that is
      not a legal
      or valid
      trust under
      state law

5. Sole              The  owner(3)       10. Partnership     The partnership
   proprietorship
   or single-owner
   LLC
                                         11. A  broker or    The broker or
                                             registered      nominee
                                             nominee

                                         12. Account with    The public entity
                                             the Department
                                             of Agriculture
                                             in the name
                                             of a public
                                             entity (such
                                             as State or
                                             local
                                             government,
                                             school
                                             district, or
                                             prison) that
                                             receives
                                             agricultural
                                             program
                                             payments

(1) List first and circle the name of the person whose  number you  furnish. If
    only one person on a joint account has an SSN, that person's number must
    be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) YOU MUST SHOW YOUR INDIVIDUAL NAME, but you may also enter your business or
    "DBA" name. You may use either your SSN or EIN (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.
    (Do not furnish the TIN of the personal representative or trustee unless
    the legal entity itself is not designated in the account title.)

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.


<PAGE>
             GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                          NUMBER ON SUBSTITUTE FORM W-9

              Section references are to the Internal Revenue Code.

HOW TO GET A TIN                             11. An entity registered at all
If  you  don't   have  a   taxpayer       times during the tax year under the
identification  number or you don't       Investment Company Act of 1940;
know your number, obtain Form SS-5,          12. A common trust fund operated
Application  for a Social  Security       by a bank under section 584(a);
Card,   from  your   local   Social          13. A financial institution;
Security  Administration  office or          14. A middleman known in the
get   this    form    on-line    at       investment community as a nominee
www.ssa.gov/online/ss5.html.    You       or custodian; or
may also get this  form by  calling          15. A trust exempt from tax
1-800-772-1213.  Use  Form  W-7  to       under section 664 or described in
apply  for an  ITIN  (for  resident       section 4947.
aliens not eligible for an SSN), or
Form SS-4, Application for Employer       INTEREST AND DIVIDEND PAYMENTS. All
Identification Number, to apply for       of the payees listed above,  except
an EIN.  You can get Forms SS-4 and       for  that  listed  in item  9,  are
W-7   from   the  IRS  by   calling       exempt from backup  withholding for
1-800-TAX-FORM   or  from  the  IRS       interest and dividend payments.
website at www.irs.gov.                   BROKER  TRANSACTIONS.  All  of  the
                                          payees listed in items 1 through 13
If you are asked to  complete  Form       are  exempt if the  payment  is for
W-9  but do not  have a TIN,  write       broker   transactions.   A   person
"Applied  For" in the space for the       registered   under  the  Investment
TIN,  sign and date the  form,  and       Advisors Act of 1940 who  regularly
give  it  to  the  requester.   For       acts as a broker is also exempt.
interest and dividend payments, and       PAYMENTS  REPORTABLE UNDER SECTIONS
certain  payments made with respect       6041 AND 6041A.  These payments are
to  readily  tradable  instruments,       generally    exempt   from   backup
generally  you will have 60 days to       withholding  only if made to payees
get  a  TIN  and  give  it  to  the       listed in items 1 through 7.
requester  before  your are subject       BARTER  EXCHANGE  TRANSACTIONS  AND
to backup  withholding on payments.       PATRONAGE  DIVIDENDS.  Only  payees
The  60-day  rule does not apply to       listed  in  items 1  through  5 are
other types of  payments.  You will       exempt from backup  withholding  on
be subject to backup withholding on       these payments.
all such payments until you provide
your TIN to the requester.                Exempt   Payees   described   above
                                          should file a  Substitute  Form W-9
NOTE:  Writing  "Applied For" means       to avoid possible  erroneous backup
that you have already applied for a       withholding.  EXEMPT  PAYEES SHOULD
TIN OR that you intend to apply for       FURNISH THE APPROPRIATE  TIN, CHECK
one soon.                                 THE BOX FOR  TAXPAYERS  EXEMPT FROM
                                          BACKUP  WITHHOLDING,  AND  SIGN AND
NONRESIDENT ALIEN WHO BECOMES A           RETURN THE FORM TO THE PAYER.
RESIDENT ALIEN
Generally, only a nonresident alien       PRIVACY ACT NOTICE
individual  may use the  terms of a       Section  6109  requires  a payee to
tax  treaty to reduce or  eliminate       give  his  or  her  correct  TIN to
U.S.   tax  on  certain   types  of       persons  who must file  information
income.  However, most tax treaties       returns  with  the  IRS  to  report
contain  a  provision  known  as  a       interest,  dividends,  and  certain
"saving     clause."     Exceptions       other  income  paid  to the  payee,
specified in the saving  clause may       mortgage   interest   paid  by  the
permit  an  exemption  from  tax to       payee,     the    acquisition    or
continue   for  certain   types  of       abandonment  of  secured  property,
income even after the recipient has       cancellation     of    debt,     or
otherwise  become  a U.S.  resident       contributions  made  to an  IRA  or
alien for tax purposes.                   Archer   MSA.   The  IRS  uses  the
                                          numbers for identification purposes
If you  are a U.S.  resident  alien       and to help verify the  accuracy of
who  is  relying  on  an  exception       tax  returns.   The  IRS  may  also
contained in the saving clause of a       provide  this  information  to  the
tax  treaty  to claim an  exemption       Department of Justice for civil and
from U.S.  tax on certain  types of       criminal litigation, and to cities,
income, you must attach a statement       states,   and   the   District   of
that  specifies the following  five       Columbia  to carry  out  their  tax
items:                                    laws.  The  IRS may  also  disclose
   1. The treaty country.                 this information to other countries
Generally, this must be the same          under a Tax  Treaty  or to  Federal
treaty under which you claimed            and  state   agencies   to  enforce
exemption from tax as a nonresident       Federal nontax criminal laws and to
alien.                                    combat terrorism.
   2. The treaty article addressing
the income.                               Payees   must   provide    taxpayer
   3. The article number (or              identification  numbers  whether or
location) in the tax treaty that          not they are required to file a tax
contains the saving clause and its        return.   Payers   must   generally
exceptions.                               withhold  28% of taxable  interest,
   4. The type and amount of income       dividend,    and   certain    other
that qualifies for the exemption          payments  to a payee  who  does not
from tax.                                 furnish a  taxpayer  identification
   5. Sufficient facts to justify         number   to   a   payer.    Certain
the exemption from tax under the          penalties may also apply.
terms of the treaty article.
                                          PENALTIES
PAYEES EXEMPT FROM BACKUP                 (1) FAILURE  TO FURNISH  TIN.  If a
WITHHOLDING                                   payee   fails  to  furnish  the
Backup  withholding is not required           correct  TIN to a payer,  he or
on  any   payments   made   to  the           she is  subject to a penalty of
following payees:                             $50  for  each   such   failure
   1. An  organization  exempt from           unless  the  failure  is due to
tax under section 501(a),  any IRA,           reasonable  cause  and  not  to
or  a   custodial   account   under           willful neglect.
section  403(b)(7)  if the  account       (2) CIVIL    PENALTY    FOR   FALSE
satisfies   the   requirements   of           INFORMATION   WITH  RESPECT  TO
section 401(f)(2);                            WITHHOLDING  A payee  who makes
   2. The  United  States or any of           false    statements   with   no
its agencies or instrumentalities;            reasonable  basis that  results
   3.  A  state,  the  District  of           in  no  backup  withholding  is
Columbia,   a  possession   of  the           subject to a $500 penalty.
United  States,  or  any  of  their       (3) CRIMINAL PENALTY FOR FALSIFYING
political      subdivisions      or           INFORMATION           Willfully
instrumentalities;                            falsifying   certifications  or
   4. A foreign  government  or any           affirmations   may   subject  a
of  its   political   subdivisions,           payee  to  criminal   penalties
agencies, or instrumentalities; or            including      fines     and/or
   5. An international organization           imprisonment.
or   any   of   its   agencies   or       (4) MISUSE  OF TINS.  If the  payer
instrumentalities.                            discloses   or  uses   TINs  in
                                              violation  of Federal  law, the
Payments   made  to  the  following           payer may be  subject  to civil
payees  MAY BE EXEMPT  from  backup           and criminal penalties.
withholding:
   6. A corporation;                      FOR ADDITIONAL  INFORMATION CONTACT
   7. A foreign central bank of           YOUR TAX CONSULTANT OR THE INTERNAL
issue;                                    REVENUE SERVICE
   8. A dealer in securities or
commodities required to register in
the United States, the District of
Columbia, or a possession of the
United States;
   9. A futures commission merchant
registered with the Commodity
Futures Trading commission;
   10.  A  real  estate  investment
trust;