TO BE INCORPORATED BY REFERENCE INTO FORM S-8
                REGISTRATION STATEMENTS NO. 33-71638 AND 33-87360

UNDERTAKINGS

(a)  The undersigned registrant hereby undertakes:
     (1) To file,  during any period in which  offers or sales are being made, a
         post-effective amendment to this registration statement: (i) To include
         any  prospectus  required by section  10(a)(3) of the Securities Act of
         1933;  (ii) To reflect in the  prospectus  any facts or events  arising
         after the  effective  date of the  registration  statement (or the most
         recent post-effective amendment thereof) which,  individually or in the
         aggregate, represents a fundamental change in the information set forth
         in  the   registration   statement;   (iii)  To  include  any  material
         information  with respect to the plan of  distribution  not  previously
         disclosed in the registration  statement or any material change to such
         information in the  registration  statement;  Provided,  however,  that
         paragraphs  (a)(1)(i) and  (a)(1)(ii) do not apply if the  registration
         statement is on Form S-3 or Form S-8 and the information required to be
         included in a post-effective amendment by those paragraphs is contained
         in periodic  reports filed by the registrant  pursuant to section 13 or
         section  15(d)  of  the  Securities  Exchange  Act  of  1934  that  are
         incorporated by reference in the registration statement.

     (2) That, for the purpose of determining any liability under the Securities
         Act of 1933, each such post-effective amendment shall be deemed to be a
         new registration  statement relating to the securities offered therein,
         and the offering of such  securities at that time shall be deemed to be
         the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
         of  the  securities   being  registered  which  remain  unsold  at  the
         termination of the offering.

(b)  Filings incorporating subsequent Exchange Act documents by reference.
         The  undersigned  registrant  hereby  undertakes  that, for purposes of
         determining any liability under the Securities Act of 1933, each filing
         of the registrant's  annual report pursuant to section 13(a) or section
         15(d) of the Securities  Exchange Act of 1934 (and,  where  applicable,
         each filing of an employee  benefit  plan's annual  report  pursuant to
         section  15(d)  of  the  Securities  Exchange  Act  of  1934)  that  is
         incorporated by reference in the registration statement shall be deemed
         to be a new registration  statement  relating to the securities offered
         therein,  and the  offering  of such  securities  at that time shall be
         deemed to be the initial bona fide offering thereof.

(f)  Employee plans on Form S-8.
     (1) The undersigned  registrant hereby undertakes to deliver or cause to be
         delivered  with the  prospectus to each employee to whom the prospectus
         is  sent  or  given  a  copy  of  the  registrant's  annual  report  to
         stockholders for its last fiscal year,  unless such employee  otherwise
         has received a copy of such report,  in which case the registrant shall
         state in the prospectus that it will promptly furnish,  without charge,
         a copy of such report on written  request of the employee.  If the last
         fiscal year of the  registrant  has ended  within 120 days prior to the
         use of the  prospectus,  the annual  report of the  registrant  for the
         preceding  fiscal  year may be so  delivered,  but within such 120 days
         period the annual  report for the last fiscal year will be furnished to
         each such employee.

     (2) The undersigned registrant hereby undertakes to transmit or cause to be
         transmitted  to all  employees  participating  in the  plan  who do not
         otherwise  receive such material as stockholders of the registrant,  at
         the time and in the manner such  material is sent to its  stockholders,
         copies  of all  reports,  proxy  statements  and  other  communications
         distributed to its stockholders generally.

     (3) Where  interests in a plan are  registered  herewith,  the  undersigned
         registrant  and  plan  hereby  undertake  to  transmit  or  cause to be
         transmitted  promptly,  without charge,  to any participant in the plan
         who makes a written request, a copy of the then latest annual report of
         the plan filed pursuant to section 15(d) of the Securities Exchange Act
         of  1934  (Form  11-K).  If  such  report  is  filed  as  part  of  the
         registrant's  annual report on Form 10-K, that entire report (excluding
         exhibits)  shall be delivered upon written  request.  If such report is
         filed  as  part  of the  registrant's  annual  report  to  stockholders
         delivered  pursuant  to  paragraph  (1)  or (2)  of  this  undertaking,
         additional delivery shall not be required.
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(i)  Acceleration of effectiveness.
         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted  to  directors,  officers and  controlling
         persons of the  registrant  pursuant to the  foregoing  provisions,  or
         otherwise,  the  registrant has been advised that in the opinion of the
         Securities  and Exchange  Commission  such  indemnification  is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification  against such liabilities
         (other that the payment by the registrant of expenses  incurred or paid
         by a director,  officer, or controlling person of the registrant in the
         successful  defense of any action,  suit or  proceeding) is asserted by
         such director,  officer,  or controlling  person in connection with the
         securities being registered, the registrant will, unless in the opinion
         of its counsel the matter has been  settled by  controlling  precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification  by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.