**Exhibit
      10.6**




**DIRECTORS,
      OFFICERS AND COMPANY SECURITIES**


**AND
      EMPLOYMENT LIABILITY CERTIFICATE**




In
      consideration of payment of the premium and in reliance upon the statements
      made
      in the Application, all of which are made a part hereof and deemed attached
      hereto, and subject to the Declarations and the limitations, conditions,
      provisions and other terms of this Certificate, Underwriters, the Company and
      the Assured Persons agree as follows:




**I.**
            **INSURING
                CLAUSES**




**A.**
            **Directors
                and Officers Liability
                Coverage**




The
      Underwriters shall pay on behalf of the Assured Persons Loss resulting from
      Claims first made during the Certificate Period against the Assured Persons
      for
      Wrongful Acts, except for Loss for which the Company grants Indemnification
      to
      or on behalf of Assured Persons.




**B.**
            **Company
                Reimbursement Coverage**




The
      Underwriters shall pay on behalf of the Company Loss for which the Company
      grants indemnification and which results from Clams first made during the
      Certificate Period against the Assured Persons for Wrongful Acts which the
      Company pays to or on behalf of the Assured Persons as
      Indemnification.




**C.**
            **Company
                Securities and Employment Claim Liability
                Coverage**




To
      the
      extent Insuring Clause C coverage is granted pursuant to Item 4 of the
      Declarations, the Underwriters shall pay on behalf of the Company Loss resulting
      from Securities Claims or Employment Claims first made during the Certificate
      Period against the Company for Wrongful Acts.




**D.**
            **Outside
                Position Liability
                Coverage**




If
      Outside Position coverage is granted pursuant to Item 4 of the Declarations,
      the
      following Insuring Clauses are extended to cover Loss from Claims first made
      during the Certificate Period against Assured Persons serving in the following
      types of Outside Positions for Wrongful Acts:




Insuring
                  Clause A
              Any
                  Outside PositionInsuring
                  Clause B
              Only
                  Outside Positions in Non-Profit Entities or Scheduled For-Profit
                  Entities













**II.**
            **EXTENSIONS**




**A.**
            **Estates
                and Legal Representatives**




Subject
      to its terms and conditions, this Certificate shall afford coverage for Claims
      for the Wrongful Acts of Assured Persons made against the estates, heirs, legal
      representatives or assigns of Assured Persons who are deceased or against the
      legal representatives or assigns of Assured Persons who are incompetent,
      insolvent or bankrupt to the extent that in the absence of such death,
      incompetence, Insolvency or bankruptcy, such Claims would have been covered
      by
      this Certificate.




**B.**
            **Spousal
                Liability**




If
      a
      Claim against an Assured Person includes a claim against the Assured Person’s
      lawful spouse solely by reason of (i) such spouse’s legal status as a spouse of
      the Assured Person or (ii) such spouse’s ownership interest in property which
      the claimant seeks as recovery for alleged Wrongful Acts of the Assured Person,
      all loss which such spouse becomes legally obligated to pay by reason of such
      Claim shall be treated for purposes of thus Certificate as Loss with the Assured
      Person becomes legally obligated to pay on account of the Claim made against
      the
      Assured Person. All terms and conditions of this Certificate, including without
      limitation the Retention Amount, applicable to Loss Incurred by such Assured
      Person in the Claim shall also apply to such spousal loss.




The
      coverage extension afforded by this Subsection II.B. does not apply to the
      extent the Claim alleges any wrongful act or omission by the Assured Person’s
      spouse.




**C.**
            **Discovery
                Period**




If
      the
      Underwriters or the Parent Company fails or refuses to renew this Certificate
      or
      if the Parent Company terminates this Certificate, the Assureds shall have
      the
      right, upon payment of the additional premium described below, to an extension
      of the coverage granted by this Certificate for an additional one (1) year
      following the effective date of such nonrenewable or termination, but only
      with
      respect to a Wrongful Act otherwise covered under this Certificate taking place
      prior to the effective date of such nonrenewable or termination. This right
      of
      extension shall lapse unless written notice of such election, together with
      payment of the additional premium due, is given by the Assureds to the
      Underwriters within thirty (30) days following the effective fate of termination
      or nonrenewable.




The
      additional premium for such extension of coverage shall equal seventy-five
      percent (75%) of the Certificate Premium for the Certificate Period in which
      such nonrenewable or termination occurs. Such additional premium shall be fully
      earned and non-refundable upon commencement of the Discovery
      Period.




The
      Assureds shall not be entitled to elect this extension of coverage if a
      Discovery Period is purchased pursuant to Subsection IV.G, below.




2




**III.**
            **EXCLUSIONS**




**A.**
            **Exclusions
                Applicable to All Insuring
                Clauses**




The
      Underwriters shall not be liable for Loss resulting from any Claim made against
      any Assured Person, or with respect to insuring Clause C (if purchased), the
      Company:




1.
            for,
                based on, arising out of, or in any way related to any fact, circumstance
                or situation;




(a)
            which
                has been the subject of any written notice given under any Certificate
                of
                which this Certificate is a direct or indirect renewal or replacement;
                or




(b)
            underlying
                or alleged in any litigation or administrative or regulatory proceeding
                pending on or prior to the Prior Litigation Date set forth in Item
                8 of
                the Declarations, including without limitation the existence, defense,
                prosecution or results of such litigation or
                proceedings;




2.
            for
                bodily injury, mental anguish, emotional distress, sickness, disease
                or
                death of any person or damages to or destruction of any tangible
                property
                including loss of use thereof; provided this exclusion shall not
                apply
                with respect to any actual or alleged mental anguish or emotional
                distress
                in any Employment Claim;




3.
            for,
                based on, arising out of, or in any way relating to any actual or
                alleged
                violation of the Employee Retirement Income security Act of 1974
                or any
                regulations promulgated hereunder or of any similar law of
                regulation;




4.
            brought
                or maintained by or on behalf of the Company or any Assured Person
                in any
                capacity except:




(a)
            a
                Claim that is a derivative action brought or maintained on behalf
                of the
                Company by one or more persons who are not Assured Persons and who
                bring
                and maintain the Claim without the solicitation, assistance or active
                participation of the Company or any Assured
                Person,




(b)
            an
                Employment Claim, or




(c)
            a
                Claim brought or maintained by any Assured Person for contribution
                or
                indemnity, if the Claim directly results from another Claim covered
                under
                this Certificate;




5.
            for
                a Wrongful Act by an Assured Person in an Outside Position if such
                Claim
                is brought or maintained by or on behalf of the Outside Entity in




3


which
                  the Assured Person serves or by or on behalf of any director, officer
                  or
                  trustee of such Outside Entity
                  except:


(a)
            a
                Claim that is a derivative action brought or maintained on behalf
                of such
                Outside Entity by one or more persons who are not directors, officers,
                or
                trustees of such Outside Entity and who bring and maintain the Claim
                without the solicitation, assistance or active participation of such
                Outside Entity or such directors, officers or trustees,
                or




(b)
            a
                Claim brought or maintained by a director, officer or trustee of
                such
                Outside Entity for any actual or alleged employment-related Wrongful
                Act;




6.
            for,
                based on, arising out of, or in any way relating to (1) the actual,
                alleged or threatened discharge, release, escape, seepage, migration
                or
                disposal of Pollutants into or on real or personal property, water
                or the
                atmosphere, or (2) any direction or request that the Company or the
                Assured Persons test for, monitor, clean up, remove, contain, treat,
                detoxify or neutralize Pollutants, or any voluntary decision to do
                so;
                provided this exclusion shall not apply under Insuring Clause A with
                respect to any derivative Claim brought on behalf of the Company
                by one or
                more persons who are not Assured Persons and who bring and maintain
                the
                Claim without the solicitation, assistance or active participation
                of the
                Company or any Assured Person;




7.
            based
                on, arising out of, or in any way relating to the Assured Person
                serving
                in any capacity, other than in an Outside Position, in any organization
                which at the time of such service is not a
                Company.




**B.**
            **Exclusions
                Applicable to Insuring Clauses A and C
                Only**




The
      Underwriters shall not be liable under Insuring Clause A or Insuring Clause
      C
      (if purchased) for Loss resulting from any Claim made against any Assured
      Person, or with respect to Insuring Clause C (if purchased), the
      Company:




1.
            for
                an accounting of profits in fact made from the purchase or sale by
                such
                Assured of securities of the Company within the meaning of Section
                16(b)
                of the Securities Exchange Act of 1934 or amendments thereto or any
                similar law or regulation;




2.
            for
                any deliberately fraudulent act or omission or any purposeful violation
                of
                any statute or regulation if a judgment or other final adjudication
                adverse to such Assured establishes that such Assured committed such
                an
                act, omission or purposeful violation;
                or




4




3.
            for,
                based on, arising out of, or in any way relating to such Assured
                gaining
                in fact any profit, remuneration or financial advantage to which
                such
                Assured was not legally entitled.




**C.**
            **Exclusions
                Applicable to Securities Claims Under Insuring Clause C
                Only**




The
      Underwriters shall not be liable under Insuring Clause C (if purchased) for
      Loss
      resulting from any Securities Claim made against the Company:




1.
            for,
                based on, arising out of, or in any way relating to the actual or
                proposed
                payment by the Company of allegedly inadequate consideration in connection
                with the Company’s purchase of securities issued by any Company; provided
                this exclusion shall not apply to Defense
                Costs.




**D.**
            **Exclusions
                Applicable to Employment Claims Under Insuring Clause C
                Only**




The
      Underwriters shall not be liable under Insuring Clause C (if purchased) for
      Loss
      resulting from any Employment Claim made against the Company:




1.
            for
                any actual or alleged breach of an express contract or agreement;
                however,
                this exclusion shall not apply to the extent the Company would have
                been
                liable in the absence of such contract or
                agreement;




2.
            for
                an actual or alleged violation of (i) any law governing workers’
                compensation, unemployment insurance, social security, disability
                benefits
                or similar law, (ii) the Fair Labor Standards Acts (except the Equal
                Pay
                Act), (iii) the National Labor Relations Act, (iv) the Worker Adjustment
                and Retraining Notification Act, (v) the Consolidated Omnibus Budget
                Reconciliation Act of 1985, (vi) the Occupational Safety and Health
                Act,
                or (vii) rules or regulations promulgated thereunder, amendments
                thereto
                or similar provisions of any federal, state or local statutory law
                or
                common law; however, this exclusion shall not apply to any Employment
                Claim for any actual or alleged retaliatory treatment of the claimant
                by
                the Company on account of the claimant’s exercise of rights pursuant to
                any such law, rule or regulations;
                or




3.
            for,
                based on, arising out of, or in any way relating to (i) the Financial
                Impairment of the Company, (ii) any lockout, strike, picket line
                or
                similar action in connection with labor disputes or labor negotiations,
                (iii) the closure by the Company of any place of business operations,
                or
                (iv) the lay off or termination in any 30 day period of more than
                10% of
                the Company’s employees at any one or more places of business
                operations.




The
      Underwriters shall not be liable under Insuring Clause C (if purchased) for
      that
      part of Loss, other than Defense Costs, resulting from any Employment Claim
      made
      against the Company:




5




1.
            which
                constitutes costs incurred by the Assureds to make any building or
                property more accessible or accommodating to any disabled
                person;




2.
            which
                constitutes Benefits due or to become due or the equivalent value
                of such
                Benefits; or




3.
            which
                is in connection with the employment reinstatement or the continued
                employment of the claimant by the
                Company.




**E.**
            **Severability
                of Exclusions**




No
      fact
      pertaining to or knowledge possessed by any Assured Person shall be imputed
      to
      any other Assured Person for purposes of applying the exclusions set forth
      in
      this Section III. Only facts pertaining to or knowledge possessed by an
      Executive Officer shall be imputed to the Company for purposes of applying
      the
      exclusions set forth in this Section III.




**IV.**
            **GENERAL
                CONDITIONS AND
                LIMITATIONS**




**A.**
            **Limit
                of Liability, Retention and
                Coinsurance**




For
      the
      purposes of this Certificate, all Claims arising out of the same Wrongful Act
      and all interrelated Wrongful Acts of the Assureds shall be deemed one Claim,
      and such Claim shall be deemed to be first made on the date the earliest of
      such
      Claim is first made, regardless of whether such date is before or during the
      Certificate Period.




The
      Underwriter’s maximum aggregate liability for all Loss on account of all Claims
      first made during the same Certificate Period, whether covered under one or
      more
      Insuring Clauses, shall be the Limit of Liability set forth in Item 3 of the
      Declarations.




Except
      as
      otherwise provided in this Subsection IV.A, the Underwriters’ liability with
      respect to all Loss arising from any single Claim shall apply only to that
      part
      of such Loss which is excess of the applicable Retention Amount set forth in
      Item 6 of the Declarations and such Retention Amount shall be borne by the
      Company uninsured and at its own risk. With respect to any Claim other than
      an
      Employment Claim, the applicable Retention Amount shall apply only to Defense
      Costs, not to any settlement, judgment or other damage. With respect to any
      Employment Claim, the applicable Retention Amount shall apply to all
      Loss.




Subject
      to Subsection IV.B, no Retention Amount shall apply to Loss covered by Insuring
      Clause A. If Loss arising from a single Claim is covered in part under both
      insuring Clause A and one or more other Insuring Clauses, the applicable
      Retention Amount set forth in Item 5 of the Declarations shall be applied only
      to that part of the Loss covered by Insuring Clause B or Insuring Clause C
      (if
      purchased). The largest applicable Retention Amount set forth in Item 6 of
      the




6




Declarations
      shall be the maximum Retention Amount applicable to all Loss on account of
      such
      Claim.




With
      respect to Loss covered under Insuring Clause B or Insuring Clause C (if
      purchased), excess of the applicable Retention Amount, the Company shall bear
      uninsured at its own risk the applicable percent of such Loss specified as
      the
      Coinsurance Percent in Item 7 of the Declarations and the Underwriters’
liability hereunder shall apply only to the remaining percent of such
      Loss.




Defense
      Costs shall be part of and not in addition to the Limits of Liability set forth
      in Item 3 of the Declarations, and Defense Costs shall reduce such Limits of
      Liability.




Notwithstanding
      any other provision in this Certificate to the contrary, if any Claim other
      than
      an Employment Claim is fully and finally resolved with respect to all defendant
      Assureds without any defendant Assureds becoming legally obligated to pay any
      amount (other than Defense Costs) on account of such Claim, no Retention Amount
      or coinsurance percentages shall apply with respect to any Defense Costs on
      account of such Claim.




For
      purposes of this Subsection IV.A, the Discovery Period, if exercised, shall
      be
      part of and not in addition to the Certificate Period. The purchase of the
      Discovery Period shall not increase or reinstate the Limit of Liability set
      forth in Item 3 of the Declarations, which shall be the maximum aggregate
      liability of the Underwriters for all Loss on account of all Claims first made
      during such Certificate Period and Discovery Period, combined.




**B.**
            **Presumptive
                Indemnification**




If
      the
      Company is permitted or required by common or statutory law, but fails or
      refuses, other than for reason of Financial Impairment, to advance Defense
      Costs
      or indemnify the Assured Persons for Loss, then, notwithstanding any other
      conditions, provisions or terms of this Certificate to the contrary, any payment
      by the Underwriters of such Defense Costs or other Loss under Insuring Clause
      A
      shall be subject to the following:




1.
            The
                Company shall reimburse and hold harmless the Underwriters for such
                Defense Costs or other Loss up to the applicable Insuring Clause
                B
                Retention Amount set forth in Item 6 of the Declarations and for
                the
                applicable Insuring Clause B Coinsurance Percent set forth in Item
                7 of
                the Declarations of any such Defense Costs or other Loss excess of
                such
                Retention Amount; and




2.
            All
                of the Exclusions set forth in Subsections III.A and B of this Certificate
                otherwise applicable to either Insuring Clause A or Insuring Clause
                B
                shall apply to such Defense Costs or other
                Loss.




7




For
      purposes of this Subsection IV.B, the shareholder and board of director
      resolutions of the Company shall be deemed to provide Indemnification for such
      Defense Costs or other Loss to the fullest extent permitted by law.




**C.**
            **Notice**




The
      Assureds shall, as a condition precedent to their rights under this Certificate,
      give to the Underwriters written notice of any Claim made against the Assured
      Persons or, with respect to Insuring Clause C (if purchased), the Company as
      soon as practicable but in no event later than sixty days after expiration
      of
      the Certificate Period.




If
      during
      the Certificate Period the Assureds become aware of a specific Wrongful Act
      that
      may reasonably be expected to give rise to a Claim against any Assured Person
      or, with respect to Insuring Clause C (if purchased), the Company and if the
      Assureds report such Wrongful Act to the Underwriters in writing with
      particulars as to the reasons for anticipating such a Claim, the nature and
      dates of the alleged Wrongful Act, the alleged damages sustained, the names
      of
      potential claimants, any Assured involved in the alleged Wrongful Act and the
      manner in which the Assureds first became aware of the specific Wrongful Act,
      than any Claim subsequently arising from such duly reported Wrongful Act shall
      be deemed under this Certificate to be a Claim made during the Certificate
      Period or Discovery Period in which the Wrongful Act is first duly reported
      to
      the Underwriters.




Notice
      of
      any Claim or specific Wrongful Act shall be given to HOOGHUIS, INC., 176 Mineola
      Blvd., 2nd Floor, Mineola, New York 11501, Facsimile 516/739-1862; Attention:
      D&O Claims. All other notices under this Certificate shall be given to
      HOOGHUIS, INC., 176 Mineola Blvd., 2nd Floor, Mineola, New York 11501, Facsimile
      516/739-1862; Attention: D&O Underwriting.




All
      notices under this Certificate shall refer to the Certificate Number, shall
      be
      in writing, shall be given by certified mail, prepaid express courier or
      facsimile properly addressed and shall be effective upon receipt, provided
      any
      facsimile notice shall be confirmed by the sender by certified mail within
      ten
      (10) business days following such notice.




**D.**
            **Defense
                and Settlement**




The
      Assureds agree not to settle or offer to settle any Claim, incur any Defense
      Costs or otherwise assume any contractual obligation or admit any liability
      with
      respect to any Claim without the Underwriters’ prior written consent. The
      Underwriters shall not be liable for, and any applicable Retention shall not
      be
      depleted or exhausted by, any settlement, Defense Costs, assumed obligation
      or
      admission to which it has not consented.




The
      Underwriters shall have the right to associate in the defense and settlement
      of
      any Claim submitted for coverage under this Certificate. The Underwriters may
      make any investigation it deems appropriate. However, it shall be the duty
      of
      the Assureds, not the Underwriters, to defend any Claim.




8




The
      Assureds agree, as a condition precedent to their rights under this Certificate,
      to provide the Underwriters with all information, assistance and cooperation
      which the Underwriters reasonably requests and agree that in the event of a
      Claim the Assureds will do nothing that shall prejudice the Underwriters’
position or its potential or actual rights of recovery.




Subject
      to Subsection IV.E of this Certificate and the applicable Retention, the
      Underwriters shall advance on behalf of the Assureds Defense Costs which the
      Assured Persons or, solely with respect to Insuring Clause C (if purchased),
      the
      Company, have incurred in connection with Claims made against them, prior to
      disposition of such Claims. To the extent it is finally established that any
      such Defense Costs are not covered under this Certificate, the Assureds,
      severally according to their interests, hereby agree to repay the Underwriters
      such non-covered Defense Costs.




The
      Underwriters and the Assureds shall not unreasonably withhold any consent
      referenced in this Subsection IV.D.




**E.**
            **Allocation**




If
      both
      Loss covered under this Certificate and loss not covered under this Certificate
      are incurred, either because a Claim against an Assured includes both covered
      and uncovered matters or because a Claim not covered under Insuring Clause
      C is
      made against both Assured Persons and others, including the Company, the
      Assureds and the Underwriters shall fairly and reasonably allocate such amount
      between covered Loss and uncovered Loss.




If
      there
      can be an agreement on an allocation of Defense Costs, the Underwriters shall
      advance on a current basis Defense Costs allocated to covered Loss. If there
      can
      be no agreement on an allocation of Loss:




1.
            In
                any arbitration, suit or other proceeding, no presumption shall exist
                concerning what is a fair and reasonable allocation;
                and




2.
            the
                Underwriters shall advance on a current basis Defense Costs which
                the
                Underwriters believes to be covered under this Certificate until
                a
                different allocation is negotiated, arbitrated or judicially
                determined.




Any
      negotiated, arbitrated or judicially determined allocation of Defense Costs
      resulting from a Claim shall be applied retroactively to all Defense Costs
      on
      account of such Claim, notwithstanding any prior advancement to the contrary.
      Any allocation or advancement of Defense Costs resulting from a Claim shall
      not
      apply to or create any presumption with respect to the allocation of other
      Loss
      on account of such Claim.




**F.**
            **Other
                Insurance and Indemnity**




If
      any
      Loss arising from any Claim made against any Assured is insured under any other
      valid and collectible policy(ies), prior or current, then this Certificate
      shall
      cover such Loss, subject to its limitations, conditions, provisions and other
      terms, only to the extent




9




that
      the
      amount of such Loss is in excess of the amount of such other insurance whether
      such other insurance is stated to be primary, contributory, excess, contingent
      or otherwise, unless such other insurance is written only as specific excess
      insurance over the Limits of Liability provided in this
      Certificate.




Any
      coverage afforded by reason of Insuring Clause D (if purchased) shall be
      specifically excess of (i) any indemnity or insurance available from or provided
      by the Outside Entity in which the Assured Person serves in the Outside
      Position, and (ii) with respect to any Outside Position in an organization
      other
      than a Non-Profit Entity or Scheduled For-Profit Entity, any indemnity available
      from or provided by the Company. Payment by the Underwriters under another
      Certificate as a result of a Claim against any assured Person in an Outside
      Position shall reduce, by the amount of such payment, the Underwriters’ Limit of
      Liability under this Certificate with respect to such Claim.




**G.**
            **Acquisition
                of Parent Company**




If
      during
      the Certificate Period (i) the Parent Company is acquired by merger into or
      consolidation with another entity, or (ii) another entity, or person or group
      of
      entities and/or persons acting in concert acquires securities or voting rights
      which result in ownership or voting control by the other entity(ies) or
      person(s) of more than 50% of the outstanding securities representing the
      present right to vote for the election of directors of the Parent Company,
      then
      coverage under this Certificate shall continue until termination of the
      Certificate Period, but only with respect to Claims for Wrongful Acts taking
      place prior to such merger, consolidation or acquisition. Upon receipt from
      the
      Assureds of notice of such merger, consolidation or acquisition, the
      Underwriters shall promptly provide to the Parent Company alternative quotations
      for a three-year and six-year Discovery Period (or any lesser periods which
      the
      Assureds may request) with respect to Claims for such prior Wrongful Acts.
      Any
      coverage extension during such Discovery Period pursuant to such quotations
      shall be conditioned upon: (i) the Assureds giving to the Underwriters written
      notice during the Certificate Period of their desire to elect such extended
      coverage; (ii) payment by the Assureds during the Certificate Period of any
      additional premium required by the Underwriters, which additional premium shall
      be deemed fully earned upon inception of such coverage extension; and (iii)
      the
      Assureds accepting any additional terms and conditions required by the
      Underwriters.




The
      coverage extension during such Discovery Period shall not increase or reinstate
      the maximum aggregate Limit of Liability set forth in Item 3 of the
      Declarations.




The
      Assureds shall not be entitled to elect any Discovery Period under this
      Subsection IV.G if a Discovery Period is purchased pursuant to Subsection
      II.C.




The
      Parent Company shall give written notice of such merger, consolidation or
      acquisition to the Underwriters as soon as practicable but in no event later
      than sixty (60) days after the effective date of such merger, consolidation
      or
      acquisition together with such information as the Underwriters may
      acquire.




10




**H.**
            **Subrogation**




If
      any
      payment is made under this Certificate, the Underwriters shall be subrogated
      to
      the extent of such payment to all of the Assureds’ rights of recovery, including
      without limitation the Assured Persons’ rights to indemnification or advancement
      from the Company. The Assureds shall execute all papers required and do
      everything necessary to secure such rights and to enable the Underwriters to
      bring suit in their name.




**I.**
            **Alteration
                and Assignment**




No
      change
      in, modification of, or assignment of interest under this Certificate shall
      be
      effective except when made by written endorsement to this Certificate signed
      by
      an authorized employee or representative of the Underwriters.




**J.**
            **Action
                Against Underwriters**




No
      action
      shall lie against the Underwriters unless, as a condition precedent thereto,
      there shall have been full compliance by the Assureds with all of the terms
      of
      this Certificate; nor shall any such action lie until the amount of the
      Assureds’ obligation to pay shall have been finally determined either by
      judgment against an Assured after actual trial or by written agreement of the
      Assured, the claimant and the Underwriters. No person or organization shall
      have
      any right under this Certificate to join the Underwriters as a party to any
      action against the Assureds to determine the Underwriters’ liability, nor shall
      the Underwriters by impleaded by the Assureds or their legal representatives
      in
      any such action.




**K.**
            **Territory
                and Valuation**




Coverage
      under this Certificate shall extend to Wrongful Acts taking place or Claims
      made
      anywhere in the world.




All
      premiums, limits, deductibles, Loss and other amounts under this Certificate
      are
      expressed and payable in the currency of the United States of America. If
      judgment is rendered, settlement is denominated or another element of Loss
      under
      this Certificate is stated in a currency other than United States of America
      dollars, payment under this Certificate shall be made in United States dollars
      at the rate of exchange published in The
      Wall Street Journal on the
      date the final judgment is reached, the amount of the settlement is agreed
      upon
      or the other element of Loss is due, respectively.




**L.**
            **Authorization
                Clause**




By
      acceptance of this Certificate, the Parent Company agrees to act on behalf
      of
      the Company and the Assured Persons with respect to the giving and receiving
      of
      notice of Claim, the payment of premiums and the receiving of any return
      premiums that may become due under this Certificate, the agreement to and
      acceptance of endorsements, and the giving or receiving of any notice provided
      for in this Certificate (except the giving of notice to elect the Discovery
      Period), and the Company and the Assured Persons agree that the Parent Company
      shall act on their behalf.




11




**M.**
            **Termination
                of Certificate**




This
      Certificate shall terminate at the earliest of the following times:




1.
            the
                effective date of termination specified in a prior written notice
                by the
                Parent Company to the Underwriters, provided this Certificate may
                not be
                terminated by the Parent Company (i) after the first public disclosure
                of
                a proposed merger, consolidation or acquisition of the Parent Company
                as
                described in Subsection IV.G, or (ii) if the Certificate Period is
                longer
                than one (1) year;




2.
            upon
                expiration of the Certificate
                Period;




3.
            ten
                (10) days after receipt by the Parent Company of a written notice
                of
                termination from the Underwriters for failure to pay a premium when
                due,
                unless the premium is paid within such ten (10) day period;
                or




4.
            at
                such other time as may be agreed upon by the Underwriters and the
                Parent
                Company.




The
      Underwriters shall refund the unearned premium computed at customary short
      rates
      if this Certificate is terminated by the Parent Company. Under any other
      circumstances the refund shall be computed pro rata. Payment or tender of any
      unearned premium by the Underwriters shall not be a condition precedent to the
      effectiveness of such termination, but such payment shall be made as soon as
      practicable.




**N.**
            **Representations
                and Severability**




In
      granting coverage under this Certificate, the Underwriters have relied upon
      the
      statements and representations in the Application. The Assureds represent that
      all such statements and representations are true and shall be deemed material
      to
      the acceptance of the risk or the hazard assumed by the Underwriters under
      this
      Certificate.




The
      Assureds agree that in the event that any such statements and representations
      are untrue, this Certificate shall not afford any coverage with respect to
      any
      of the following Assureds:




1.
            any
                Assured Person who knew the facts that were not truthfully disclosed
                in
                the Application,




2.
            the
                Company, under Insuring Clause B, to the extent it indemnifies any
                Assured
                Person referenced in (a), above,
                and




3.
            the
                Company, under Insuring Clause C (if purchased), if any Executive
                Officer
                knew the facts that were not truthfully disclosed in the
                Application,




12




whether
      or not such Assured Person or Executive Officer knew of such untruthful
      disclosure in the Application.




**O.**
            **Arbitration**




Only
      if
      requested by the Assureds, the Underwriters shall submit any dispute,
      controversy or claim arising out of or relating to this Certificate or the
      breach, termination or invalidity thereof to final and binding arbitration
      pursuant to such rules and procedures as the parties may agree. If the parties
      cannot so agree, the arbitration shall be administered by the American
      Arbitration Association (“AAA”) in accordance with its then prevailing
      commercial arbitration rules. The arbitration panel in any AAA arbitration
      proceeding shall consist of one arbitrator selected by the Assureds, one
      arbitrator selected by the Underwriters, and a third independent arbitrator
      selected by the first two arbitrators. In any such arbitration, each party
      will
      bear its own legal fees and expenses.




**V.**
            **DEFINITIONS**




When
      used
      in this Certificate:




**Application** means
      all signed applications, including attachments and materials submitted
      therewith, for this Certificate and for any Certificate in an uninterrupted
      series of policies issued by the Underwriters of which this Certificate is
      a
      renewal or replacement. All such applications, attachments and materials are
      deemed attached to and incorporated into this Certificate.




**Benefits** means
      perquisites, fringe benefits, payments in connection with an employee benefit
      plan and any other payment, other than salary or wages, to or for the benefit
      of
      an employee arising out of the employment relationship.




**Claim** means:




1.
            a
                written demand for monetary damages or other
                relief,




2.
            a
                civil proceeding commenced by the service of a complaint or similar
                pleading,




3.
            a
                criminal proceeding commenced by a return of an indictment,
                or




4.
            a
                formal civil administrative or regulatory proceeding commenced by
                the
                filing of a notice of charges, formal investigative order or similar
                document,




against
      any Assured Person or, with respect to Insuring Clause C (if purchased), the
      Company for a Wrongful Act, including any appeal therefrom.




**Company** means
      the Parent Company and its Subsidiaries.




13




**Defense
      Costs** means
      that part of Loss consisting of reasonable costs, charges, fees (including
      but
      not limited to attorneys’ fees and experts’ fees) and expenses (other than
      regular or overtime wages, salaries or fees of the directors, officers or
      employees of the Company) incurred in defending or investigating Claims and
      the
      premium for appeal, attachment or similar bonds.




**Discovery
      Period** means,
      if
      purchased, the period of coverage extension as provided in Subsections ILC
      or
      IV.G, above. Any claim made during the Discovery Period shall be deemed to
      have
      been made during the immediately preceding Certificate Period. The entire
      premium for the Discovery Period shall be deemed fully earned and non-refundable
      upon payment.




**Employment
      Claim** means
      a
      Claim brought by or on behalf of a past, present or prospective full or
      part-time employee of the Company which, in whole or in part, is in connection
      with any actual or alleged wrongful dismissal, discharge or termination of
      employment, breach of any oral or written employment contract or
      quasi-employment contract, employment-related misrepresentation, violation
      of
      employment discrimination laws (including workplace harassment, wrongful failure
      to employ or promote, wrongful discipline, negligent employment evaluation,
      invasion of privacy, employment-related defamation or employment-related
      wrongful infliction of emotional distress.




**Executive
      Officers** ,
      either
      in the singular or plural, means the chairperson, chief executive officer,
      chief
      operating officer, chief financial officer and in-house general counsel of
      the
      Company and, with respect to any Employment Claim, the director of human
      resources or equivalent position in the Company.




**Financial
      Impairment** means
      the
      status of the Company resulting from (1) the appointment by any state or federal
      official, agency or court of any receiver, conservator, liquidator, trustee,
      rehabilitator or similar official to take control of, supervise, manage or
      liquidate the Company, or (2) the Company becoming a debtor in
      possession.




**Assured
      Persons** ,
      either
      in the singular or plural, means:




1.
            any
                one or more persons who were, now are or shall be duly elected directors
                or duly elected or appointed officers of the Company, or, with respect
                to
                a Subsidiary incorporated outside the United States, their functional
                equivalent;




2.
            any
                one or more other natural persons who were, now are or shall be full
                or
                part-time employees of the Company; however, such other natural person
                employees are not included as “Assured Persons” for purposes of Exclusions
                4 and 6 in Subsection III.A of this Certificate;
                and




3.
            If
                Outside Position coverage is granted pursuant to Item 4 of the
                Declarations, any one or more duly elected or appointed officers
                of the
                Company who were, now are or shall be serving in an Outside
                Position.




14




**Assureds** ,
      either
      in the singular or plural, means the Assured Persons and, solely with respect
      to
      Insuring Clause B and Insuring Clause C (if purchased), the
      Company.




**Interrelated
      Wrongful Acts** means
      all
      Wrongful Acts that have as a common nexus any fact, circumstance, situation,
      event, transaction, cause or series of related facts, circumstances, situations,
      events, transactions or causes.




**Loss** means
      the
      total amount which the Assured Persons or, with respect to Insuring Clause
      C (if
      purchased), the Company are legally obligated to pay on account of any Claim
      made against them for Wrongful Acts for which coverage applies, including,
      but
      not limited to, damages, judgments, settlements and Defense Costs. Loss does
      not
      include (1) any amount not indemnified by the Company for which the Assureds
      are
      absolved from payment by reason of any covenant, agreement or court order,
      (2)
      any amount incurred by the Company (including its board of directors or any
      committee of the board of directors) in connection with its investigation or
      evaluation of any Claim or potential Claim by or on behalf of the Company,
      (3)
      taxes, fines or penalties imposed by law, (4) the multiple portion of any
      multiplied damage award or punitive or exemplary damages incurred by Assured
      Persons, (5) any amount allocated pursuant to Subsection IV.E of this
      Certificate to uncovered loss, (6) any costs otherwise covered under insuring
      Clause C (if purchased) to comply with any injunctive or other non-monetary
      relief, or (7) matters uninsurable under the law pursuant to which this
      Certificate is construed; provided this definition does not exclude under
      Insuring Clause C the multiple portion of any multiplied damage award or
      punitive or exemplary damages incurred by the Company to the extent such damages
      are insurable under applicable law.




**Non-Profit
      Entity** means
      any
      non-profit corporation, community chest, fund or foundation that is (i) not
      included in the definition of the Company, and (ii) exempt from federal income
      tax as an organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended.




**Outside
      Entity** means
      any
      organization other than the Company in which a duly elected or appointed officer
      of the Company serves in an Outside Position.




**Outside
      Position** means
      the
      position of director, officer, trustee, manager or other equivalent executive
      position held by any duly elected or appointed officer of the Company in any
      Outside Entity if service in such position is with the knowledge and consent
      or
      at the request of the Company.




**Parent
      Company** means
      the
      organization designated in Item 1 of the Certificate Declarations.




**Certificate** means,
      collectively, the Declarations, the Application, this Certificate form and
      any
      endorsements hereto.




**Certificate
      Period** means
      the
      period of the time specified in Item 2 of the Declarations, subject to prior
      termination in accordance with Subsection IV.M, above, plus the Discovery Period
      if purchased.




15




**Certificate
      Premium** means
      the
      premium described in Item 5 of the Declarations for the applicable Certificate
      Year plus any additional premiums (other than the Discovery Period premium)
      charged by the Underwriters for or during such Certificate Year.




**Pollutants** means
      any
      substance located anywhere in the world exhibiting any hazardous characteristics
      as defined by, or identified on a list of hazardous substances issued by, the
      United States Environmental Protection Agency or a state, county, municipality
      or locality counterpart thereof. Such substances shall include, without
      limitation, solids, liquids, gaseous or thermal irritants, contaminants or
      smoke, vapor, soot, fumes, acids, alkalis, chemicals or waste materials.
      Pollutants shall also mean any other air emission, odor, waste water, oil or
      oil
      products, infectious or medical waste, asbestos or asbestos products, electric
      or magnetic or electromagnetic fields and noise.




**Scheduled
      For-Profit Entity** means
      any
      organization, other than a Non-Profit Entity, which is specifically listed
      by
      endorsement to this Certificate as an Outside Entity.




**Securities
      Claim** means
      a
      Claim which, in whole or in part:




1.
            is
                brought by or on behalf of one or more securities holders of the
                Company
                in their capacity as such, or




2.
            arises
                from the purchase or sale of, or offer to purchase or sell, any securities
                issued by the Company, whether such purchase, sale or offer involves
                a
                transaction with the Company or occurs in the open
                market.




**Subsidiary** ,
      either
      in the singular or plural, means:




1.
            any
                entity in which on or prior to the inception of this Certificate
                more than
                50% of the outstanding securities or voting rights representing the
                present right to vote for election of directors is owned or controlled,
                directly or indirectly, in any combination by one or more Companies;
                and




2.
            any
                entity which during the Certificate Period is created by or is acquired
                by
                merger into or consolidation with, one or more Companies, or in which
                during the Certificate Period one or more Companies acquires securities
                or
                voting rights resulting in such Companies directly or indirectly,
                in any
                combination, owning more than 50% of the outstanding securities or
                voting
                rights representing the present right to vote for election of
                directors.




If
      the
      total assets of any entity described in paragraph 2 above exceed 25% of the
      consolidated total assets of the Parent Company and its Subsidiaries as
      reflected in the Parent Company’s then most recent audited consolidated
      financial statements, the Parent Company shall give written notice of such
      acquisition to the Underwriters as soon as practicable, but in no event later
      than (90) days after the effective date of such acquisition, together with
      such
      information as the Underwriters may require. This Certificate shall not afford
      any coverage with respect to such entity and its Assured Persons following
      such
      (90) day period unless the required written notice has been given and the
      Underwriters agree by written endorsement to this Certificate to continue such




16




coverage,
      subject to the Assureds paying any additional premium and accepting any special
      Certificate terms and conditions required by the Underwriters.




If
      an
      entity ceases to be in a Subsidiary before or during the Certificate Period,
      coverage with respect to such Subsidiary and its Assured Persons shall continue
      until termination of the Certificate Period but only with respect to Claims
      for
      Wrongful Acts taking place while such entity was a Subsidiary.




**Wrongful
      Act** means:




1.
            any
                error, misstatement, misleading statement, act, omission, neglect,
                or
                breach of duty actually or allegedly committed or attempted before
                or
                during the Certificate Period by any of the Assured Persons in their
                capacity as such or, with respect to Insuring Clause D (if purchased),
                in
                an Outside Position or, with respect to Insuring Clause C (if purchased),
                by the Company, or




2.
            any
                matter claimed against the Assured Persons solely by reason of their
                serving in the capacity as director, officer or employee of the Company
                or, with respect to Insuring Clause D (if purchased), in an Outside
                Position.




17