FIRST AMENDMENT TO FOURTH AMENDED
AND RESTATED LOAN AND SECURITY AGREEMENT

This First Amendment to Fourth Amended and Restated Loan and Security
Agreement (this
"Amendment") is dated as of the 1st day of May, 1996 by and among First
Merchants
Acceptance Corporation ("Borrower"), LaSalle National Bank ("LaSalle"), NBD
Bank, ("NBD"),
Firstar Bank Milwaukee, N.A. ("Firstar"), Harris Trust and Savings Bank
("Harris"), The
Boatmen's National Bank of St. Louis ("Boatmen's"), First Bank, National
Association ("First"),
CoreStates Bank, N.A. ("CoreStates"), Natwest Bank N.A. ("NatWest"), and
Mellon Bank, N.A.
("Mellon") (LaSalle, NBD, Firstar, Harris, Boatmen's, First, CoreStates,
NatWest and Mellon are
hereinafter referred to individually as "Lender" and collectively as "Lenders"
and LaSalle in a
separate capacity as Agent for Lenders under the "Loan Agreement" (as
hereinafter defined) is
hereinafter referred to as "Agent").

     R E C I T A L S

A.   Borrower, Lenders and Agent are parties to a Fourth Amended and Restated
Loan and
Security Agreement dated as of February 28, 1996 (including all exhibits and
riders thereto and
as supplemented and amended prior hereto or hereafter, referred to herein as
the "Loan
Agreement").

B.   Borrower desires to amend the Loan Agreement to provide for an additional
revolving
credit facility pursuant to which Lenders would make Revolving Loans in excess
of the Credit
Commitment up to an aggregate sum of $25,000,000 on a temporary basis and
certain other
modifications in the terms thereof.

C.   Lenders are willing to consent to such amendments on the terms and
conditions contained
herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements of the
parties
contained herein and for other good and valuable consideration, the receipt of
which is hereby
acknowledged, Borrower, Agent and Lenders agree as follows:

Section 1.  Recitals. The Recitals to this Amendment are hereby incorporated
herein in their
entirety by this reference thereto and deemed to be a part hereof.

Section 2.  Amendments to Loan Agreement.  Subject to the terms of this
Amendment, the Loan
Agreement is hereby amended as follows:

2.1  Section 1 of the Loan Agreement is hereby amended to add the following
new defined terms:

"Revolving Credit Facility" shall have the meaning provided in Section 2(a).

"SAF Commitment" shall mean as to each Lender, the amount of set forth
opposite its name on
the signature pages hereto under the heading "SAF Commitment".

"SAF Commitment Percentage" shall mean, as to any Lender, the percentage which
its SAF
Commitment bears to the SAF Credit Commitment.

"SAF Credit Commitment" shall have the meaning provided in Section 2(b).

"Special Advance Facility" shall have the meaning provided in Section 2(b).

"Special Advance Facility Termination Date" shall mean November 1, 1996.

"Special Advance Facility Notes" shall have the meaning provided in Section 8.

2.2  The definition of the term "Borrowing Base" set forth in Section 1 of the
Loan
Agreement is hereby amended by deleting the reference to the dollar figure
"$205,000,000"
where it appears therein and inserting in substitution therefor the dollar
figure "$230,000,000".

2.3  Section 2 of the Loan Agreement is hereby deleted in its entirety and the
following is
inserted in substitution therefor:

"Section 2.  Revolving Credit Facility, Special Advance Facility.

(a)  Subject to the terms and conditions of this Agreement and subsection (b)
hereof, each of the
Lenders severally and not jointly agrees to make a revolving credit facility
available to Borrower
consisting of loans and advances (individually each a "Revolving Loan" and
collectively the
"Revolving Loans") to Borrower from time to time until, but not including, the
Credit
Termination Date, as the Borrower may from time to time request, in the amount
of each
Lender's Commitment Percentage of the Revolving Loans requested by Borrower,
up to, but not
in excess of an aggregate sum of $205,000,000 ("Credit Commitment"), and, in
the case of each
Lender, up to but not exceeding each Lender's Commitment (the "Revolving
Credit Facility"),
provided, however, that Lenders shall not make or be required to make any
Revolving Loan if,
after giving effect thereto, the aggregate outstanding principal amount of all
Revolving Loans
would exceed the Borrowing Base.  The Revolving Credit Facility will
terminate, and Lenders
will be relieved from their commitment to make Revolving Loans, on the
earliest to occur of the
following:  (a) the Credit Termination Date; (b) an Event of Default (except
that the Revolving
Credit Facility may be reinstated at the sole and absolute discretion of the
Lenders upon the cure
of any Event of Default); or (c) upon the date specified in a written request
of the Borrower to the
Lenders given no less than 90 days prior to the Borrower's requested
termination date.

(b)  Subject to the terms and conditions of this Agreement, commencing May 1,
1996, each of
the Lenders severally and not jointly agrees to make a special advance
facility available to
Borrower consisting of Revolving Loans to Borrower from time to time in excess
of the Credit
Commitment, until, but not including the Special Advance Facility Termination
Date, as the
Borrower may from time to time request, in the amount of each Lender's SAF
Commitment
Percentage of the Revolving Loans requested by Borrower, up to, but not in
excess of an
aggregate sum of $25,000,000 ("SAF Credit Commitment"), and, in the case of
each Lender, up
to but not exceeding each Lender's SAF Commitment (the "Special Advance
Facility");
provided, however, that Lenders shall not make or be required to make any
Revolving Loan if,
after giving effect thereto, the aggregate outstanding principal amount of all
Revolving Loans
would exceed the Borrowing Base.  The Special Advance Facility shall
terminate, and Lenders
will be relieved from their Commitment to make Revolving Loans thereunder, on
the earliest to
occur of the following: (a) the Special Advance Facility Termination Date; or
(b) an Event of
Default (except that the Special Advance Facility may be reinstated at the
sole and absolute
discretion of Lenders upon the cure of any Event of Default).  Each request
for a Revolving Loan
under the Special Advance Facility shall be deemed a request for a Prime Rate
Loan.  Not less
than once during each thirty (30) consecutive day period following the initial
Revolving Loan
under the Special Advance Facility, Borrower shall repay in full all
outstanding Revolving Loans
under the Special Advance Facility.

Prior to the termination of Lenders' Commitments and SAF Commitments as herein
provided,
Borrower may from time to time borrow, prepay and reborrow amounts under
Revolving Loans
pursuant to the Lenders' Commitments and SAF Commitments and subject to and in
accordance
with the other terms, provisions, and conditions of this Agreement."

2.4  Sections 4(c) and 4(d) of the Loan Agreement are hereby amended by
inserting a comma
followed by the words "Special Advance Facility Note" after the word
"Agreement" where it
appears therein.

2.5  Section 8 of the Loan Agreement is hereby deleted in its entirety and the
following is
inserted in substitution therefor:

"8.  Revolving Credit Notes, Special Advance Facility Notes, Repayment.  The
Revolving Loans
under the Revolving Credit Facility shall be evidenced by Revolving Credit
Notes executed by
Borrower dated the date of this Agreement and substantially in the form of
Exhibit A attached
hereto and forming a part hereof ("Revolving Credit Notes").  The Revolving
Loans under the
Special Advance Facility shall be evidenced by Special Advance Facility Notes
executed by
Borrower dated as of May 1, 1996 and substantially in the form of Exhibit A-1
attached hereto
and forming a part hereof ("Special Advance Facility Notes").  Subject to the
provisions of this
Agreement, the Obligations shall be subject to principal repayments in whole
upon the Credit
Termination Date, in part to the extent that the unpaid amount of the
Obligations outstanding
exceeds the Borrowing Base, in part to the extent of all Revolving Loans
outstanding under the
Special Advance Facility upon the Special Advance Facility Termination Date,
and shall be
repaid in whole, upon demand of the Agent in accordance with Section 19 upon
the occurrence
of an Event of Default."

2.6  Section 17 of the Loan Agreement is hereby amended by adding the
following new
Subsection (o) thereto:

"(o) Mandatory Prepayment.  Borrower shall utilize the proceeds of any
Permitted
Securitization Transaction or from the permitted issuance of any debt or
equity security received
subsequent to May 1, 1996, to repay in full the outstanding Revolving Loans
under the Special
Advance Facility."

2.7  Section 18(b) of the Loan Agreement is hereby amended by adding the words
"and the
Special Advance Facility Notes" after the words "Revolving Credit Notes" where
they appear
therein.

2.8  Section 18(l) of the Loan Agreement is hereby amended to delete the
dollar figure
"$2,000,000" where it appears therein and substitute therefor the dollar
figure "$5,000,000".

2.9  Section 19(a) of the Loan Agreement is hereby amended by adding a comma
followed by the
words "the Special Advance Facility Notes" after the words "Revolving Credit
Notes" where
they appear therein.

2.10  Section 25(a) and 25(b) of the Loan Agreement is hereby amended by
adding a comma
followed by the word "Special Advance Facility Notes" after the word
"Agreement" wherever it
appears in the first and second sentences of Section 25(a) and in the first
line of Section 25(b).

2.11  Section 25(c) of the Loan Agreement is hereby amended by adding the
words "or the SAF
Commitments" after the word "Commitments" wherever it appears in the first
full sentence
thereof.
2.12  Section 32 of the Loan Agreement is hereby amended by adding a comma
followed by the
words "Special Advance Facility Notes" after the words "Revolving Credit
Notes" wherever they
appear therein.

2.13  The Loan Agreement is hereby amended to add a new Exhibit A-1 thereto in
the form of
Exhibit A to this Amendment.

2.14  The Loan Agreement is hereby amended to add the following SAF
Commitments adjacent
to each Lender's name appearing on the signature pages thereto:

Lender              SAF Commitment

LaSalle             $3,658,536
NBD                 $3,048,781
Firstar             $2,439,024
Harris              $2,439,024
Boatmen's           $1,829,268
First Bank          $3,048,781
CoreStates          $3,048,781
NatWest             $3,048,781
Mellon              $2,439,024

Section 3. Representation of the Warranties.  To induce Lenders to amend the
Loan Agreement,
Borrower represents and warrants to Lenders that:

3.1  Compliance with Loan Agreement.  On the date hereof, Borrower is in
compliance with
the terms and provisions of the Loan Agreement and no Event of Default
specified therein has
occurred.

3.2  Representations, Warranties and Covenants.  On the date hereof, the
representations,
warranties and covenants set forth in the Loan Agreement are true and correct
with the same
effect as if such representations, warranties and covenants have been made on
the date hereof
except to the extent such representations, warranties and covenants expressly
relate to an earlier
date.

3.3  Authority of Borrower.  Borrower has full power and authority to enter
into this
Amendment, which has been duly authorized by all proper and necessary
corporate action.  No
consent or approval of any public authority or regulatory body or any other
party is required as a
condition to the validity or enforceability of this Amendment.

3.4  Amendment as Binding Agreement.  This Amendment constitutes a valid and
legally
binding obligation of Borrower, fully enforceable against Borrower in
accordance with its terms.

Section 4.  Conditions Precedent.  The agreement by Lenders to amend the Loan
Agreement
pursuant to the terms of this Amendment is subject to the following conditions
precedent:

4.1  Evidence of Authority.  Agent shall have received evidence of the
authorization of
Borrower to enter into this Amendment by its Board of Directors in form
acceptable to Agent.

4.2  Special Advance Facility Notes.  Each Lender shall have received an
executed Special
Advance Facility Note in the form of Exhibit A hereto.

4.3  Fee.  Agent shall have received a facility fee for the ratable benefit of
Lenders in the
amount of $35,000.

Section 5.  General Provisions.

5.1  Except as amended by this Amendment, the terms and provisions of the loan
agreement
are in all other respects ratified and confirmed and remain in full force and
effect.  In the event of
a conflict between the terms of the Loan Agreement and the terms of this
Amendment, the terms
of this Amendment shall be controlling.

5.2  After the effective date hereof, all references in the Loan Agreement and
in all related
agreements and documents to "Agreement", "hereof", or the like shall refer to
the Loan
Agreement as herein amended or modified.

5.3  This Amendment shall not constitute a waiver of any existing events of
default or any
other provisions of the Loan Agreement as amended hereby, except as expressly
set forth herein,
and shall not constitute a course of dealing with respect to any such events
of default or an
agreement to further consents, amendments or waivers under the Loan Agreement. 
Agent and
Lenders expressly reserve their rights and remedies, none of which shall be
deemed to be waived
hereby.

5.4  Borrower hereby agrees to pay all reasonable out-of-pocket expenses
incurred by Agent
in connection with the preparation, negotiation and consummation of this
Amendment and all
other documents related thereto, including, without limitation, the fees and
expenses of Agent's
counsel.

5.5  This Amendment shall be construed in accordance with and governed by the
laws of the
State of Illinois and the obligations of Borrower under this Amendment are and
shall arise
absolutely unconditionally upon the execution and delivery of this Amendment. 
This
Amendment may be executed in counterparts.

5.6  Capitalized terms used herein which are defined in the Loan Agreement,
shall unless
otherwise defined herein, have the meanings provided in the Loan Agreement.



IN WITNESS WHEREOF, the Borrower and Lenders have caused this Amendment to be
duly
executed as of the date first above written.

FIRST MERCHANTS ACCEPTANCE CORPORATION


By: S/KENT A. HAMMERSTROM                                 
Title:                               


LASALLE NATIONAL BANK

By: S/DANIEL J. CLARKE, JR.                                  
Title:                               


NBD BANK


By: S/Dennis J. Krakau                                  
Title:                               


FIRSTSTAR BANK MILWAUKEE, N.A.

By: S/Michael S. Cameli                                  
Title:                               


HARRIS TRUST AND SAVINGS BANK


By: S/Richard J. Melnick                                  
Title:                               


FIRST BANK, NATIONAL ASSOCIATION

By: S/Andrew K. Dawson                                   
Title:                               

THE BOATMEN'S NATIONAL BANK OF ST. LOUIS


By: S/Matthew J. Colgan                                  
Title:                               


NATWEST BANK, N.A.

By: S/John T. Trainor                                  
Title:                               


CORESTATES BANK, N.A.


By: S/Thomas E. Foley                                  
Title:                               


MELLON BANK, N.A.

By:                                  
Title:                               




EXHIBIT A
SPECIAL ADVANCE FACILITY NOTE

$                         Chicago, Illinois  
                          May 1, 1996

For Value received, the undersigned First Merchants Acceptance Corporation
("Borrower")
promises to pay to the order of                      ("Lender"), at such place
as Lender may from time
to time designate in writing, on November 1, 1996, the principal sum of        
                     
or, if less, the aggregate unpaid principal amount of all advances made by
Lender as, or relating
to, the Revolving Loans under the Special Advance Facility in accordance with
the provisions of
a Fourth Amended and Restated Loan and Security Agreement of even date
herewith, among
Borrower, Lender and certain other parties, as amended and supplemented from
time to time
("Loan Agreement").  Capitalized terms used herein and not otherwise defined
shall have the
meanings ascribed to them in the Loan Agreement.  

Except as hereinafter provided, Borrower's obligations and liabilities to
Lender under this Note
("Borrower's Liabilities") unpaid from time to time shall bear interest from
the date hereof until
paid at the applicable rate provided in Section 9 of the Loan Agreement. 
Interest shall be
computed on the basis of actual days elapsed over a 360-day year and shall be
payable in arrears,
at the times provided in the Loan Agreement. 

If any Borrower's Liabilities are not paid when due and payable or declared
due and payable,
interest, in lieu of the interest hereinabove provided, shall accrue on
Borrower's Liabilities
immediately due and payable by Borrower to Lender without notice by Lender to
or demand by
Lender of Borrower.  

Borrower warrants and represents to Lender that Borrower shall use the
proceeds represented by
this Note solely for proper business purposes, and consistently with all
applicable laws and
statutes.  Borrower further warrants and represents to Lender and covenants
with Lender that
Borrower is not in the business of extending credit for the purpose of
purchasing or carrying
margin stock (within the meaning of Regulation U issued by the Board of
Governors of the
Federal Reserve System), and no proceeds represented by this Note will be used
to purchase or
carry any margin stock or to extend credit to others for the purpose of
purchasing or carrying any
margin stock. 

This note is a Special Advance Facility Note referred to in the Loan Agreement
to which
reference is made for a statement of the terms and conditions under which
prepayments on this
Note may and shall be made, for a description of the circumstances under which
this Note may
be declared due and payable, for a description of the Collateral securing
payment of this Note
and for a description of the rights and remedies of the Lender. 

The occurrence of an Event of Default under the Loan Agreement, or Borrower's
failure to pay
any of Borrower's Liabilities when due and payable or declared due and payable
shall constitute
a default by Borrower ("Event of Default") under this Note.

Upon an Event of Default hereunder, without notice by Lender to or demand by
Lender of
Borrower, all of Borrower's Liabilities shall be due and payable, forthwith. 
The acceptance by
Lender of any partial payment made hereunder after the time when any
obligation under this
Note becomes due and payable will not establish a custom, or waive any rights
of Lender to
enforce prompt payment hereof.  Borrower and every endorser hereof waive
presentment,
demand and protest and notice of presentment, protest, default, non-payment,
maturity, release,
compromise, settlement, extension or renewal of this Note. 

This Note and Borrower's Liabilities hereunder are secured by all security
interests, liens and
encumbrances heretofore, now or hereafter granted to Agent by Borrower. 
Regardless of the
adequacy of any collateral securing Borrower's Liabilities hereunder, any
deposits (other than
segregated deposits designated for the payment of taxes or other designated
trust funds) or other
sums at any time credited by or payable or due from Lender to Borrower, or any
monies, cash,
cash equivalents, securities, instruments, documents or other assets of
Borrower in possession or
control of Lender or its bailee for any purpose may at any time be reduced to
cash and applied by
Lender to or setoff by Lender against Borrower's Liabilities hereunder. 

If at any time or times after the date of this Note, Lender: (a) employs
counsel for advise or other
representation (I) to represent Lender in any litigation, contest, dispute,
suit, proceeding or to
commence, defend or intervene or to take any other action in or with respect
to any litigation,
contest, dispute, suit or proceeding (whether instituted by Lender, Borrower
or any other person)
in any way or respect relating to this Note, or any collateral securing
Borrower's Liabilities
hereunder, or (ii) to enforce any rights of Lender against Borrower; (b) takes
any action to
protect, collect, sell. Liquidate or otherwise dispose of any collateral
securing Borrower's
Liabilities hereunder; and/or attempts to or enforces any of Lender's rights
and remedies against
Borrower or any other party primarily or otherwise liable with respect to
Borrower's Liabilities,
the reasonable costs and expenses incurred by Lender in any manner or way with
respect to the
foregoing shall be part of Borrower's Liabilities, payable by Borrower to
Lender on demand. 
Without limiting the generality of the foregoing, such expenses; (ii)
accountants' fees, costs and
expenses; (iii) court costs and expenses (iv) court reporter fees, costs and
expenses; (v) long
distance telephone charges, (vi) telegram charges; and (vii) expenses for
travel, lodging and food. 


If any provision of this Note or the application thereof to any party or
circumstance is held
invalid or unenforceable, the remainder of this Note and the application of
such provision to
other parties or circumstances will not be affected thereby and the provisions
of this Note shall
be severable in any such instance. 

This Note is submitted by Borrower to Lender at Lender's principal place of
business and shall
be deemed to have been made thereat.  This Note shall be governed and
controlled by the laws of
the State of Illinois as to interpretation, enforcement, validity,
construction, effect, choice of law
and in all other respects. 

To induce Lender to accept this Note, Borrower, irrevocably, agrees that,
subject to Lender's sole
and absolute election, all actions or proceedings in any way, manner or
respect, arising out of or
from or related to this Note, shall be litigated in courts having situs within
the County of Cook,
State of Illinois.  Borrower hereby consents and submits to the jurisdiction
of any local, state or
federal court located within said county and state.  Borrower hereby
irrevocably appoints and
designates Prentice-Hall Corporation System, Inc. whose address is 33 North
LaSalle Street,
Chicago, Illinois 60602, or any other party whom Lender may from hereafter
designate (after
giving Borrower Five (5) days written notice thereof), as Borrower's true and
lawful attorney-in-fact and duly authorized agent for service of legal process
and agrees that service of such process
upon Borrower.  Such party, within five (5) days after receipt of any such
process, shall forward
the same by certified or registered mail, together with all papers affixed
thereto, to Borrower at
the address designated below.  Borrower hereby waives any right Borrower may
have to transfer
or change the venue of any litigation brought against Borrower by Lender in
accordance with this
paragraph. 

Borrower and Lender each waive any right to trial by jury in any action or
proceeding relating to
this Note. 

In witness whereof, Borrower has caused this Note to be duly executed as of
the 1st day of May,
1996. 

First Merchants Acceptance Corporation

By:_________________________________
Title:______________________________

570 Lake Cook Road, Suite 126 
Deerfield, IL   60015 


Attest:

By:_________________________________
Title:______________________________
      







[COMMENT1]1.Scope of Services, Description of Exhibits. 
[COMMENT2]1.1Services 
[COMMENT3]1.2Exhibits 
[COMMENT4]2.Term. 
[COMMENT5]3.Responsibilities of the Parties. 
[COMMENT6]3.1Input Forms and Output Forms. 
[COMMENT7]3.2Delivery. 
[COMMENT8]3.3Equipment and Communication Costs. 
[COMMENT9]3.4Client's Input Data. 
[COMMENT10]3.5Maintaining Copies of Input. 
[COMMENT11]3.6Compatibility of Non-ALLTEL Financial Software. 
[COMMENT12]3.7Financial Management Equivalent Software 
[COMMENT13]3.8Alternative Third-Party Software 
[COMMENT14]3.9Audit. 
[COMMENT15]3.10Days of Operation. 
[COMMENT16]4.Time of Performance. 
[COMMENT17]4.1Submission of Input. 
[COMMENT18]4.2Acts of God and Equipment Malfunction. 
[COMMENT19]4.3Special Requests. 
[COMMENT20]4.4Client Provided Network and Software 
[COMMENT21]4.5Correction of Processing Errors. 
[COMMENT22]4.6Client Review of Reports. 
[COMMENT23]5.Software. 
[COMMENT24]5.1Additional Licensed Programs 
[COMMENT25]5.2Software Warranty 
[COMMENT26]5.3Third Party Software 
[COMMENT27]6.Planning and Communication. 
[COMMENT28]6.1Management Interface. 
[COMMENT29]6.2User Interface. 
[COMMENT30]6.3Annual Technology Review. 
[COMMENT31]7.Education. 
[COMMENT32]8.Mergers and Acquisitions. 
[COMMENT33]9.Enhancements, Replacement Systems, New Subsystems, New Systems,
and
Modifications to ALLTEL Financial Batch and on-line Systems 
[COMMENT34]9.1Announcement 
[COMMENT35]9.2Installation of Enhancements and Replacement Systems 
[COMMENT36]9.3Installation of New Subsystems and New Systems 
[COMMENT37]9.4Modifications Requested by Client 
[COMMENT38]9.5Client Knowledge of System Status. 
[COMMENT39]9.6User Manuals 
[COMMENT40]10.Regulatory Compliance. 
[COMMENT41]11.Confidentiality. 
[COMMENT42]11.1Confidentiality of Client Data. 
[COMMENT43]11.2ALLTEL Financial Data. 
[COMMENT44]11.3Inspection of Records. 
[COMMENT45]11.4Confidential Agreement. 
[COMMENT46]12.Return of Data. 
[COMMENT47]12.1Program Ownership. 
[COMMENT48]12.2Master and Transaction File Ownership. 
[COMMENT49]12.3[CMSI CreditRevue System 
[COMMENT50]13.Disaster Recovery and File Backup. 
[COMMENT51]13.1Disaster Recovery. 
[COMMENT52]13.2File Backup. 
[COMMENT53]14.Miscellaneous Services. 
[COMMENT54]14.2Repetitive Services. 
[COMMENT55]14.3Price Adjustment. 
[COMMENT56]15.Payment and Billing. 
[COMMENT57]17.Termination. 
[COMMENT58]17.1Right to Terminate. 
[COMMENT59]17.2Method of Termination. 
[COMMENT60]17.3Data, Systems and Programs. 
[COMMENT61]18.No Interference with Contractual Relationship. 
[COMMENT62]19.Assignment or Delegation of Duties. 
[COMMENT63]20.Client and ALLTEL Financial Employees. 
[COMMENT64]21.Notices. 
[COMMENT65]22.Paragraph Titles. 
[COMMENT66]23.Counterparts. 
[COMMENT67]24.Increase for Taxes. 
[COMMENT68]25.Standard Reports and Schedules. 
[COMMENT69]26.Financial Statements. 
[COMMENT70]27.Governing Law. 
[COMMENT71]28.Insurance. 
[COMMENT72]29.Entire Agreement, Warranty Disclaimers. 

1241678.01     September 12, 1996


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reexh.doc D-1

reexh.doc E-1

reexh.doc F-4

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     H -2



188166.1  September 12, 1996