UNDERTAKINGS
                                  ------------

The following  undertakings  are  incorporated  by reference  into the Company's
Registration  Statements on Form S-8 and Form S-3 (Registration  Nos.  33-75496,
33-88868, 33-88878, 333-42399,  333-42405, 333- 64611, 333-15339,  333-21803 and
333-46689).

(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, represent a fundamental change in the information set forth
          in the registration statement;

          (iii) To include any material  information with respect to the plan or
          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) 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)  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  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) (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 day 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
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
separately on Form 11-K, such form shall be delivered upon written  request.  If
such report is filed as a 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 a 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.

(4) If the registrant is a foreign  private  issuer,  eligible to use Form 20-F,
then the registrant shall undertake 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  latest  filing on Form 20-F in lieu of the  annual  report to
stockholders.

     (i) 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 than 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.