Exhibit
      10.2

    


    LOAN
      AGREEMENT

    


    This
      Loan
      Agreement (“Agreement”), dated as of __________, 200___, is made between
      Citigroup Global Markets Inc. ("Smith Barney" or “SB”) and the undersigned
      (“Client”) to set forth the terms and conditions that will govern one or more
      extensions of credit (each, an “Advance”) by SB to the Client.

    


    
      
        1.)
          a.)
          Subject to the terms and conditions of this Agreement, SB agrees to make
          one
or
          more
          Advances to the Client in an aggregate principal amount selected by the
          Client
          and approved by SB. The initial Advance is set forth in Schedule “A”. The Client
          may use Advances for the purpose of purchasing, carrying or trading one
          or more
“margin securities” as such term is defined in Regulation T promulgated by the
          Federal Reserve Board or for any other purpose as the Client may desire.
          All
          Advances will comply with the requirements of Regulation T and other applicable
          rules for margin accounts. SB will not under any circumstances be required
          to
          extend any type of credit to the Client unless the collateral that secures
          the
          Client’s obligation to repay each Advance (and accrued interest, if any) is
          acceptable to SB. If the Client’s obligation to repay one or more Advances (and
          accrued interest, if any) is guaranteed by a third party and the guarantor
          pledges securities in the guarantor’s account at SB, the Client acknowledges
          that such securities must be acceptable to SB. 

      

    

    


    b.) The
      Client may obtain an Advance by (i) writing a check drawn on the Client’s
      Account at SB, (ii) requesting SB to issue a branch check payable to the Client
      in the amount of the Advance, (iii) by requesting SB to wire-transfer Federal
      funds in the amount of the Advance to a bank account in the Client’s name, or
      (iv) by any other means requested by the Client and agreed upon by
      SB.

    


    c.) SB
      may,
      in its sole discretion, obtain reports from, and provide information to, other
      persons concerning the Client’s credit standing and business conduct. SB may ask
      credit-reporting agencies for consumer reports of the Client’s credit history.
      Upon the Client’s request, SB will inform the Client of the name and address of
      the consumer reporting agency or agencies that furnish such consumer reports
      to
      SB.

    


    
      
        2.)
          SB
          shall
          charge the Client interest on the aggregate principal amount of Advances
          outstanding, if any. Such interest shall be computed in the same manner
          as that
          set forth for securities margin accounts in the pamphlet prepared by SB
          entitled
“Important New Account Information” (hereafter referred to as “New Account
          Document”), which may be amended from time to time and which amendment shall
          become binding upon written notice to the Client. The Client hereby acknowledges
          receipt of the New Account Document. Interest shall be payable monthly.
          If (i) a
          sufficient amount of cash or money market fund shares is not available
          in the
          Client’s margin account at SB (“Account”) to pay the monthly interest amount, or
          if the Client elects not to make interest payments from the Account, and
          (ii)
          sufficient Collateral acceptable to SB is in SB’s possession, the interest due
          shall be added to the Client’s outstanding principal balance hereunder and
          thereafter interest shall accrue on such amount until the Client’s outstanding
          balance on all Advances has been repaid in full, whether before or after
          demand
          or termination of this Agreement. The Client understands that by adding
          interest
          to the outstanding principal balance of Client’s Advances, the amount of
          additional Advances the Client may obtain shall be proportionately reduced.
          In
          no event shall the total interest and fees charged under this Agreement
          exceed
          the maximum interest rate or total fees permitted by law. In the event
          any
          excess interest or fees are collected, the same shall be refunded or credited
          to
          the Client.

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        3.)
          The
          Client agrees to pay on demand any balance owing with respect to all
Advances,
          including interest, fees and any costs of collection (including reasonable
          attorney’s fees, if any). The Client understands that SB may demand full or
          partial payment of any balance outstanding hereunder at its sole option
          and
          without cause at any time, and that Advances hereunder are not for any
          specific
          term or duration. The Client may pay any amount outstanding hereunder at
          any
          time in whole or in part without penalty.

      

    

    


    
      
        4.)
          a.)
          As
          security for the Client’s obligations to SB under this Agreement, the Client
hereby
          assigns, grants and conveys to SB a first priority lien and security interest
          in
          all cash, stocks, bonds, other securities, and instruments now or hereafter
          in
          Client’s Account and all other accounts maintained by the Client with SB, and
          all dividends, interest and proceeds of such property, and any property
          substituted by the Client (collectively, the “Collateral”). SB reserves the
          right to require the Client at any time to deposit promptly into the Account
          additional Collateral acceptable to SB, in good deliverable form and freely
          saleable, and in such amount as SB reasonably prescribes or to substitute
          new
          Collateral acceptable to SB, in good deliverable form and freely saleable,
          for
          any Collateral that has previously been deposited into the Client’s Account. The
          Client may, with SB’s approval (not to be unreasonably withheld) and upon such
          terms and conditions as SB shall prescribe, substitute securities or other
          property for Collateral in the Client’s Account. No withdrawal or substitution
          may be made if after such withdrawal or substitution the minimum equity
          level
          required to be maintained on deposit with SB would not be on deposit in
          the
          Account. The Client agrees to take any action reasonably requested by SB
          to
          maintain and preserve SB’s first priority lien and security interest in the
          Collateral.

      

    

    


    
      
        b.)
          In
          accordance with its customary practices, but without affecting SB’s duties
          to client,
          SB may, in its sole discretion, borrow margin securities and effect, among
          other
things,
          short sale transactions with such borrowed securities. The Client understands
          and agrees that such borrowed securities will be deemed Collateral for
          purposes
          of this Agreement.

      

    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    5.) Whenever
      SB makes a demand upon the Client, or reasonably deems it necessary or
      appropriate for its protection (which may include but is not limited to a
      decline in the market value of the Collateral or a decline in the market value
      of securities or other property in an SB account pledged by a guarantor as
      security for the Client’s Advances), SB may require the Client to repay promptly
      all or a specified amount of the outstanding balance of the Advances or to
      deposit promptly into Client’s Account a specific amount of additional
      Collateral. If the Client fails to do either of these things, SB may, in its
      sole discretion, take one or more of the following actions: (a) reduce the
      Loan
      Limit to a level required by law or as determined by SB, in the manner and
      in
      the order described in Section 4 of this Agreement, (b) liquidate, withdraw
      or
      sell the Collateral and apply it to any amounts owed to SB, in the manner and
      in
      the order described in Section 4 of this Agreement, and (c) terminate the
      Client’s borrowing privileges hereunder. Without limiting the generality of the
      foregoing, any sale may be made in SB’s sole discretion on the exchange or
      market where such business is then usually transacted, at public auction or
      private sale. SB will attempt to make a good faith effort to notify the Client
      before exercising any of the remedies set forth in this Section 5, but SB is
      not
      required to notify the Client before selling the Collateral and its failure
      to
      provide such notice will not in any way limit its rights under this Section
      5.
      In addition to SB’s rights under this Agreement, SB shall have the right to
      exercise any one or more of the rights and remedies of a secured creditor under
      the New York Uniform Commercial Code then in effect. All rights and remedies
      under this Agreement are cumulative and are in addition to all other rights
      and
      remedies that SB may have at law or equity. Notwithstanding the foregoing,
      to
      the extent permitted by law, the Client expressly waives compliance with the
      provisions of Section 202 of the New York Lien Law.

    


    6.) This
      Agreement shall be governed by, and construed in accordance with, the law of
      the
      State of New York, without regard to the conflict of laws rules of such
      State.

    


    7.) This
      Agreement may not be assigned by the Client without SB’s prior written consent,
      and shall be binding upon the Client’s heirs, executors, administrators,
      successors and permitted assigns (whichever is applicable). SB may assign this
      Agreement to any affiliated entity that is authorized by law to make advances
      to
      the Client without the Client’s consent or prior notice to the Client, and this
      Agreement shall inure to the benefit of SB’s successors and assigns (whether by
      merger, consolidation or otherwise).

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    8.) This
      Agreement may be amended with the written consent of both parties. Any such
      amendment shall be effective as of the date established by both parties. This
      Agreement may not be amended orally. Either the Client or SB may by joint
      consent thereto, waive compliance with any provision of this Agreement. Such
      waiver must be in writing. Any such waiver will not be deemed to be a waiver
      of
      any other provision of this Agreement. If any provision of this Agreement is
      held to be invalid, illegal or unenforceable by reason of any law, rule,
      administrative order or judicial decision, such determination shall not affect
      the validity of the remaining provisions of this Agreement.

    


    9.) SB
      shall not be liable to the Client for: (a) any loss caused directly or
      indirectly by causes that are beyond its reasonable control, including
      government restrictions, exchange or market rulings, suspension of trading,
      war,
      strikes or other conditions commonly known as “Acts of God”, or (b) any
      consequential, incidental, indirect or special damages, even if such damages
      are
      reasonably foreseeable.

    


    10.) Each
      party represents and warrants to the other that it has full authority to enter
      into this Agreement and to perform its obligations hereunder. In addition,
      the
      Client represents and warrants to SB that (a) the Collateral is not subject
      to
      any lien, encumbrance or impediment to transfer (other than SB’s lien and
      security interest and any restrictive legend restricting the sale of the
      security under the Securities Act of 1933), and (b) while any Advance (and
      accrued interest, if any) is outstanding, it will not pledge the Collateral
      or
      grant a security interest in the Collateral to a third party, enter into a
      “lock-up” agreement or other agreement that affects the Collateral or permit the
      Collateral to become subject to any lien, encumbrance or restriction other
      than
      as provided above, and (c) in the event SB liquidates and sells the Collateral,
      all Collateral consisting of securities will be readily transferable into
“street name” in good deliverable form, and together with the securities of any
      other person whose sales must be aggregated with the Client’s under applicable
      law or rules, will be saleable under the Securities Act of 1933 and other
      applicable law and rules. The Client shall be deemed to repeat each of these
      representations each time an Advance is obtained hereunder.

    


    11.) This
      Agreement and the New Account Document reflect the entire agreement between
      SB
      and the Client concerning Advances to the Client and supersede any other
      agreement, promise, representation or undertaking, whether written or oral,
      concerning the Advances and the Account. In the event of a conflict between
      the
      provisions of this Agreement and the New Account Document, and any other
      agreement between the Client and SB, this Agreement will govern.

     

    
      
         

      

      
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        12.)
          Without
          the necessity of a judicial determination, the Client hereby agrees to
          indemnify
          and hold harmless SB and its directors, officers, employees, agents and
          affiliates
          from any and all claims (whether or not meritorious), liabilities, judgments,
          damages, losses, costs and expenses of any nature whatsoever (including
          reasonable attorney’s fees and expenses) in any way related to, or arising out
          of or in connection with, this Agreement, including without limitation
          the
          Client’s grant of a first priority lien and security interest in the Collateral
          and any action taken or omitted by SB at the Client’s request, or any untruth or
          inaccuracy of any of the Client’s representations and warranties in this
          Agreement. 

      

    

    


    13.) ARBITRATION

     

    
      	§	
              Arbitration
                is final and binding on the
                parties.

            


    

    
      	§	
              The
                parties are waiving their right to seek remedies in court, including
                the
                right to jury trial.

            


    

    
      	§	
              Pre-arbitration
                discovery is generally more limited than and different from court
                proceedings.

            


    

    
      	§	
              The
                arbitrators’ award is not required to include factual findings or legal
                reasoning, and any party’s rights to appeal or to seek modification of
                rulings by the arbitrators is strictly
                limited.

            


    

    
      	§	
              The
                panel of arbitrators will typically include a minority of arbitrators
                who
                were or are affiliated with the securities
                industry.

            


    

    


    The
      Client agrees that all claims or controversies, whether such claims or
      controversies arose prior, on or subsequent to the date hereof, between the
      Client and SB and/or any of its present or former officers, directors, or
      employees concerning or arising from (i) Client’s Account, (ii) Advances and any
      other transaction involving SB or any predecessor firms by merger, acquisition
      or other business combination and the Client, whether or not such transaction
      occurred in Client’s Account, or (iii) the construction, performance or breach
      of this Agreement or any other agreement between Client and SB, or any duty
      arising from the business of SB or otherwise, shall be determined by binding
      arbitration before, and only before, any self-regulatory organization or
      exchange of which SB is a member. The Client may elect which of these
      arbitration forums shall hear the matter by sending a registered letter or
      telegram addressed to SB Inc. at 388 Greenwich Street, New York, NY 10013-2396,
      Attn: Law Department. If the Client fails to make such election before the
      expiration of five (5) days after receipt of a written request from SB to make
      such election, SB shall have the right to choose the
      forum.

    


    No
      person shall bring a putative or certified class action to arbitration, nor
      seek
      to enforce any pre-dispute arbitration agreement against any person who has
      initiated in
      court a putative class action; or who is a member of a putative class who has
      not opted out of the class with respect to any claims encompassed by the
      putative class action until: (i) the class certification is denied, (ii) the
      class is decertified, or (iii) the customer is excluded from the class by the
      court.

     

    
      
         

      

      
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    Such
      forbearance to enforce an agreement to arbitrate shall not constitute a waiver
      of any rights under this Agreement except to the extent stated
      herein.

     

    CLIENT
      NAME AND SIGNATURES
      [S] (IF
      CLIENT IS A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY, INSERT THE NAME
      OF
      THE ENTITY AND THE NAME AND TITLE OF THE PERSON SIGNING FOR THE
      ENTITY).

     

    BY
      SIGNING BELOW, THE CLIENT AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF
      THIS
      AGREEMENT. THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE BEGINNING
      ON
      PAGE 5 AT SECTION 13.

    


    


    


    
      
        

      

    

    Print
      Client Name

     

     

    
      
Client
      Signature

     

     

    
      
Account
      Number

    


    CITIGROUP
      GLOBAL MARKETS INC.

     

     

    
      	
              By:

            	 


    

     

     

    
      
         

      

      
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