BANK OF AMERICA

                                                                                                   Amendment to Documents

AMENDMENTNO. 5 TO BUSINESS LOAN AGREEMENT

RECITALS

                     A.        The Bank and the Borrower entered into a certain Business Loan Agreement dated as of August         23, 1999 (the "Agreement").

                      B.        The Bank and the Borrower desire to amend the Agreement.

AGREEMENT

                      **1.  Definitions**.  Capitalized terms used but not defined in this Amendment shall have the         meaning given to them in the Agreement.

                      **2. Amendments**.  The Agreement is hereby amended as follows:

            2.1 Subparagraphs 2.1 (b) and (c) of the Agreement are amended to read in their entirety as follows:

                "(b) This is a revolving line of credit with a term repayment option, providing for cash         advances and letters of credit.  During the availability period, the Borrower may repay principal amounts and         reborrow them.

               (c) The Borrower agrees not to permit the outstanding principal balance of advances under the line of credit        plus the outstanding amount of any letters of credit, including amounts drawn on letters of credit and not        yet reimbursed, to exceed the Facility 2 Commitment."

            2.2 In Paragraph 2.2 of the Agreement, the date "March 31, 2001" is substituted for the date "December 31, 2000."
           2.3  In Subparagraph 2.4 (b) of the Agreement, the date "March 31, 2005" is substituted for the date "December 31, 2004."
           2.4 A new Paragraph 2.6 is added to the Agreement, which reads in its entirety as follows: 

               **"2.6  Letters of Credit.**

                  (a)   This line of credit may be used for financing:
                       (i) Standby letters of credit with a maximum tenor of 90 days but not to extend beyond the Facility 2                   expiration date.
                    (ii) The amount of letters of credit outstanding at any one time (including amounts drawn on letters of credit            and not yet reimbursed) may not exceed Fifteen Million Dollars ($15,000,000). 

                   (b)   The Borrower agrees:
                    (i) any sum drawn under a letter of credit may, at the option of the Bank, be added to the principal amount             outstanding under this Agreement.  The amount will bear interest and be due as described elsewhere in             this Agreement.
                    (ii) if there is a default under this Agreement, to immediately prepay and make the Bank whole for any             outstanding letters of credit.
                    (iii) the issuance of any letter of credit and any amendment to a letter of credit is subject to the             Bank’s written approval and must be in form and content satisfactory to the Bank and in favor of             a beneficiary acceptable to the Bank. 
                      (iv) to sign the Bank's form Application and Agreement for Standby Letter of Credit.
                      (v) to pay the following issuance and other fees for issuing and processing letters of credit.
                     (vi)to allow the Bank to automatically charge its checking account for applicable fees, discounts, and             other charges. 
                     (vii) to pay the Bank a non-refundable fee for each letter of credit, payable in advance, equal to the             greater of (A) One Thousand Dollars ($1,000) or (B) 1.75% per annum on the face amount of each letter             of credit, prorated for the term of the letter of credit based on a 360-day year and actual days elapsed,             which results in a larger fee than if a 365-day year were used. 

        **3Representations and Warranties**. When the Borrower signs thisAmendment, the Borrower represents and warrants to the Bank that: (a) there isno event which is, or with notice or lapse of time or both would be, a defaultunder the Agreement except those events, if any, that have been disclosed inwriting to the Bank or waived in writing by the Bank, (b) the representationsand warranties in the Agreement are true as of the date of this Amendment as ifmade on the date of this Amendment, (c) this Amendment is within theBorrower’s powers, has been duly authorized, and does not conflict with anyof the Borrower’s organizational papers, and (d) this Amendment does notconflict with any law, agreement, or obligation by which the Borrower is bound. 

        **4Effect of Amendment**. Except as provided in this Amendment, allof the terms and conditions of the Agreement shall remain in full force andeffect. 

  This Amendment is executed as of the date stated at the beginning of this Amendment.