Exhibit 10.14


                           THIRD MASTER AGREEMENT FOR
                         PURCHASE OF INSURANCE POLICIES
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THIS AGREEMENT FOR PURCHASE OF INSURANCE  POLICIES (the "Agreement") is dated as
of March 24, 1997, by and between Dignity Partners, Inc., a Delaware corporation
(the  "Seller"),  with an office at 917 Tahoe  Boulevard,  Suite 204A,  P.O. Box
8819, Incline Village,  NV 89452,  Mutual Benefits Corp., a Florida  corporation
(the "Purchaser"),  with an office at 2881 E. Oakland Park Boulevard, Suite 200,
Fort Lauderdale,  FL 33306 and Brinkley,  McNerney,  Morgan, Solomon & Tatum LLP
("Escrow Agent").

WHEREAS,  Purchaser desires to purchase from Seller, and Seller desires to sell,
all right, title and interest in and to the life insurance policies set forth in
Exhibit A hereto (each a "Policy" and collectively  the  "Policies"),  including
but not  limited to the right to  designate  the  beneficiary  or  beneficiaries
entitled to receive the death  benefits  payable  pursuant to the  Policies  set
forth in Exhibit A, as amended  from time to time (the  "Proceeds"),  to reflect
the prepaid  premiums as of each Closing Date (as  hereinafter  defined) and the
net death benefit as set forth in the verifications of coverage.

WHEREAS,  title to the  policies  listed on Exhibit A is held by  Bankers  Trust
Company as the owner and/or  beneficiary  pursuant to the Agency Agreement dated
as of November 13, 1993, among Seller, and Bankers Trust Company, and;

WHEREAS, the parties hereto desire the Law Firm of Brinkley,  McNerney,  Morgan,
Solomon & Tatum,  LLP to act and it has  agreed  to act as  Escrow  Agent as set
forth below.

NOW  THEREFORE,   in  consideration  of  the  mutual  covenants  and  agreements
hereinafter set forth, the parties hereby agree as follows:

1.  Purchase  and Sale of Policy.  (A) Subject to the terms and  conditions  set
forth herein,  Seller agrees to sell,  transfer,  convey,  assign and deliver to
Purchaser and  Purchaser  agrees to purchase  from Seller,  all Seller's  right,
title and interest in and to the Policies,  including the right to designate the
beneficiaries  thereunder.  Seller  agrees that Seller,  subject to Section 1(I)
hereof,  shall have no further right,  title and interest in and to the Policies
and the Proceeds of the Policies as of the Closing Date as hereinafter defined.

(B) "Closing Documents", as hereinafter referenced,  shall mean all documents in
Seller's possession relating to Seller's acquisition and ownership of any policy
and  include,  but are not  limited,  (i)  originals  of all  documentation  and
agreements  executed or received in connection with Seller's initial acquisition
of each Policy,  including original medical records,  medical releases,  consent
forms,  insurance releases,  the purchase or letter agreement,  letter of mental
competency  of the  insured  under and of the  original  seller of such  Policy,
insurance  questionnaire completed by the applicable insurance company or groups
administrator or employer,  viator's  statement,  disclosure  statement required
under  applicable  law, and  correspondence  since  original  acquisition,  (ii)
resolution  of legal  authority of the  corporate  officer  signing on behalf of
Seller,  (iii)  original  of  policy or copy of  handbook,  if  available,  (iv)
corporate approval documents, as defined in paragraph 4(B) below.

(C) On or before March 27, 1997, the Seller shall provide to the Purchaser:  (i)
copies  of all  blank  assignment  and  beneficiary  forms to be used in  naming
Purchaser  or its  designeee  as assignee or owner and  beneficiary,  or both if
applicable,  (ii)  verification of insurance  coverage,  (iii) the copies of the
insurance policies.

(D) On or  before  April 18,  1997,  the  Purchaser  shall  complete  all of the
assignment of ownership and change of  beneficiary  documents and return them to
the Seller to be signed,  held and  delivered  by Seller  pursuant to  paragraph
1(E).

(E) At the time that the Purchaser delivers,  pursuant to paragraph 1(D), to the
Seller the assignment  and/or the change in  beneficiary  forms for each policy,
the  Purchaser  shall  deposit  with the Escrow Agent and the Escrow Agent shall
acknowledge  to the Seller that the Escrow  Agent is holding in escrow an amount
not less than the aggregate Purchase Price for each Policy.

(F) Within two business days of receipt of the Escrow Agent's acknowledgement of
holding  the funds for a  particular  policy,  the Seller  shall  deliver to the
applicable  insurance company, or other party,  properly executed assignments of
ownership  and  changes  of  beneficiaries  necessary  to cause  such  insurance
companies or other  applicable  parties to designate  Purchaser or its designee,
(i) if an individual policy, (a) the owner or absolute assignee and (b) the sole
beneficiary  under  the  Policy  and (ii) if a group  policy,  (a) the  absolute
assignee or (b) the irrevocable  beneficiary under the Policy and the "Corporate
Approval Documents."

(G) Upon receipt of written acknowledgment from the applicable insurance company
or other party of the assignment of ownership  and/or change of beneficiaries on
each  Policy,  (the  "Closing  Date") the Escrow  Agent  shall  disburse by wire
transfer  the Purchase  Price for that Policy to the Seller  within two business
days provided that in the event more than 20 such  acknowlegements  are received
in any one day  Escrow  Agent  shall  have  reasonable  a time to  disburse  the
Purchase  Price for such  policies.  Upon receipt of the Purchase  Price for any
Policy, Seller shall deliver to Purchaser the remaining Closing Documents.

(H) Notwithstanding any failure on the part of the Purchaser to perform pursuant
to Section 1(D),  the Escrow Agent shall hold all monies on deposit and disburse
such monies pursuant to this Agreement.

(I) In the  event of the death of a person  insured  under a Policy  before  the
change of beneficiaries is acknowledged by the insurance company or other party;
or in the event the Escrow Agent has not  received  the written  acknowledgement
required  under  paragraph  1(G) for any  policy  within 30 days of the date the
assignment and/or beneficiary form was delivered pursuant to paragraph 1(E), the
purchase and sale of such Policy shall be rescinded  and both parties shall take
all reasonable action in order to place the other party in the position it would
have  been in  prior to such  purchase  and  sale.  Such  action  on the part of
Purchaser shall include,  but not be limited to, reassigning such Policy and the
beneficiary  rights  thereunder  to Seller  and  returning  any  death  benefits
Purchaser  may have  received  for such  Policy.  Such action on the part of the
Seller shall include,  but not be limited to,  returning the purchase price paid
in respect of such Policy,  together with any interest thereon, and any premiums
Purchaser may have paid on such Policy.  Purchaser  shall have a reasonable time
to distribute the purchaser price for such policies.

2.  Purchase  Price.  In  consideration  of  the  sale,  transfer,   conveyance,
assignment  and  delivery  of each  Policy,  Purchaser  shall,  in full  payment
thereof, pay to the Seller a total,  hereinafter defined Purchase Price equal to
(A) 59% of the aggregate net death  benefits  shown in Exhibit A for each Policy
and (B) the pro rata  amount  of any  prepaid  premium  paid by Seller as of the
Closing Date . In the event any Policy listed on Exhibit A is not transferred to
the  Purchaser or its assign,  the Purchase  Price shall be reduced by an amount
equal  to 59% of the  aggregate  net  benefits  and the pro rata  amount  of any
prepaid  premium  set forth in  Exhibit A for any Policy  not  transferred.  The
Seller shall be  responsible  for the payment of any premiums that are due under
the normal terms and conditions of the Policy, on or before the Closing Date for
any of the Policies listed on Exhibit "A".

3. Disbursement  Procedures.  (A) Upon receipt of corporate approval pursuant to
paragraph  4(B) of this  Agreement,  the Closing shall occur when the Seller has
delivered  to the  Purchaser  or the Escrow  Agent the  original  of all Closing
Documents,  including the properly executed assignments of ownership and changes
of  beneficiaries  and the "Corporate  Approval  Documents." Upon receipt of all
documents,  Purchaser shall deliver all assignment of ownership and/or change of
beneficiary  forms  to the  insurance  companies  which  issued  the  applicable
Policies or other applicable parties necessary to cause such insurance companies
or other  applicable  parties to  designate  Purchaser or its designee (A) if an
individual  policy,  (i) the  owner  or  absolute  assignee  and  (ii)  the sole
beneficiary  under  the  Policy  and (B) if a  group  policy,  (i) the  absolute
assignee or (ii) the irrevocable beneficiary under the Policy;

4.     Covenants,  Representations  and Warranties of Seller.  Seller hereby
covenants,  represents and warrants to Purchaser as follows:

(A) Organization.  Seller is a corporation duly organized,  validly existing and
in good standing under the laws of the state of Delaware.

(B) Authorization and Approval of Closing  Documents.  Seller has obtained Board
of Director and  shareholder  approval for this  transaction  and shall  provide
written  evidence of said  approvals  reasonably  satisfactory  to the Purchaser
("Corporate  Approval  Documents")  in the  form of  copies  of  such  corporate
resolutions  of the  Seller  duly  authorized,  certified  and  executed  by the
Secretary of Seller showing  shareholder and Board of Director  approval of this
sale.

(C) Execution, Delivery and Performance of Closing Documents; Authority. Neither
the execution,  delivery nor  performance of this Agreement or any other Closing
Document by Seller will,  with or without the giving of notice or the passage of
time, or both,  conflict with, result in a default,  right to accelerate or loss
of rights under,  or result in the creation of any lien,  charge or  encumbrance
pursuant to any mortgage, deed of trust, lease, license, agreement, law, rule or
regulation  or any order,  judgment  or decree to which  Seller is a party or by
which  Seller may be bound or affected.  Seller has full power and  authority to
enter  this  Agreement  and  this  Agreement  constitutes  a valid  and  binding
obligation of the Seller.

(D) Original  Acquisition of Policies.  To the best of Seller's  knowledge after
due inquiry, Seller has complied with all applicable laws in connection with its
original  acquisition  and ongoing  servicing of each Policy.  Each  purchase or
letter agreement  executed in connection with the Seller's original  acquisition
of  each  respective  Policy  was  validly  authorized  by  the  Seller  and  is
enforceable in accordance with its respective terms.

(E) Title to Policy. To the best of Seller's  knowledge after due inquiry,  each
Policy,  when issued,  was validly issued, is enforceable in accordance with its
terms,  Seller is the named  owner or acting on behalf of the named owner of the
Policy,  and Seller has the legal right to either (i) assign  ownership  or (ii)
designate the beneficiary  thereunder.  Neither the Policy nor the Proceeds,  to
the best of Seller's  knowledge  after due inquiry,  is subject to any mortgage,
pledge,  charge,  security interest,  encumbrance or adverse claim of any nature
whatsoever,   direct  or  indirect,  whether  accrued,  absolute  contingent  or
otherwise,  including  without  limitation,  claims of lien holders,  collateral
assignees and irrevocable  beneficiaries,  except as may be set forth in Exhibit
A. To the best of Seller's knowledge after due inquiry, there exists no material
fact which would  impair the  validity or  enforceability  of or amount  payable
under any Policy.

(F) Litigation. There is no litigation against Seller that could have an adverse
effect on this transaction or any Policy.

(G) Undertakings.  Seller shall, to the extent it has knowledge, promptly notify
Purchaser of: (i) a change from the insured's current address,  telephone number
or employment (if any); (ii) a change in the insured's  attending  physician(s);
(iii) any change regarding the diagnosis, treatment and prognosis of the current
mental and physical  condition of the insured;  and (iv) the death of any person
insured under a Policy.  Further,  Seller shall notify  Purchaser of and forward
correspondence  received  in  connection  with any  Policy  and shall  cause the
execution and delivery of any document,  certificate or other written  statement
required  to be  executed  by Seller or  Banker's  Trust  Company to activate or
maintain any disability  waiver of premium  provision on any Policy.  Nothing in
this Section (4)(G)  creates an affirmative  duty to obtain or inquire as to any
of the  foregoing.  Seller  agrees to take any and all  actions,  or cause  such
action to be taken,  reasonably requested by Purchaser,  including the execution
and delivery of additional  documents or  information,  in  connection  with the
consummation  of the transaction  contemplated by this Agreement,  or reasonably
requested by Purchaser.

5.     Representations  and  Warranties  of Purchaser.  Purchaser  hereby
represents  and warrants to Applicant as follows:

(A)  Organization.  Purchaser is a corporation duly organized,  validly existing
and in good standing  under the laws of Florida and has full power and authority
to enter into this Agreement and to carry out the  transactions  contemplated by
this  Agreement and the other Closing  Documents.  This  Agreement and the other
Closing Documents constitute valid and binding obligations of Purchaser.

(B)  Authorization  and  Approval  of  Closing  Documents.  All  proceedings  or
corporate  action  necessary to be taken by Purchaser to authorize the execution
and delivery of this Agreement and the other Closing Documents have been taken.

(C) Execution, Delivery and Performance of Closing Documents; Authority. Neither
the  execution,  delivery or  performance of this Agreement or any other Closing
Document by Purchaser  will, with or without the giving of notice or the passage
of time, or both,  conflict  with,  result in a default,  right to accelerate or
loss of  rights  under,  or  result  in the  creation  of any  lien,  charge  or
encumbrance   pursuant  to  any   provision  of   Purchaser's   Certificate   of
Incorporation or By-laws,  mortgage,  deed of trust, lease, license,  agreement,
law, rule or regulation or any order, judgment or decree to which Purchaser is a
party or by which it may be bound or affected.

(D)  Undertakings.  Purchaser  shall,  to the extent it has knowledge,  promptly
notify  Seller of the death  occurring  prior to the Closing  Date of any person
insured under a Policy.

(E) Litigation.  There is no pending or threatened  litigation against Purchaser
that could have an adverse effect on this transaction or any Policy.

(F)  Acquisition  of Policies.  To the best of Purchaser's  knowledge  after due
inquiry,  Purchaser has complied with all applicable laws in connection with its
acquisition of each Policy.

6.     Indemnification.

(A)    Seller Indemnity.

       (I) Seller hereby indemnifies and agrees to defend and hold Purchaser and
its affiliates and respective directors, shareholders, employees and controlling
persons  harmless  from any,  against  and in  respect  of (and  shall on demand
reimburse Purchaser for):
       (i) any and all  loss,  liability  or  damage  suffered  or  incurred  by
       Purchaser in respect of or in connection with any claim arising under any
       Policy in connection with the breach of any representation or warranty by
       Purchaser  or  the  ownership  and  servicing  by  the  Purchaser  or its
       affiliates  occurring  prior  to the  Closing  Date  or  relating  to the
       business or activities of the Purchaser; and

       (ii)  any  and  all  actions,   suits,   proceedings,   claims,  demands,
       assessments judgments, costs and expenses,  including without limitation,
       legal fees and expenses,  incident to any of the foregoing or incurred in
       investigating or attempting to avoid the same or oppose to the imposition
       thereof, or in enforcing this indemnity.

       (II) In case a claim shall be made or any action shall be brought against
the Purchaser  based upon Section  6(A)(I.) of this  Agreement and in respect to
which indemnity can be sought against the Seller pursuant thereof, the Purchaser
shall  promptly  notify the Seller in  writing,  and the Seller  shall  promptly
assume the defense  thereof,  including the  employment of counsel chosen by the
Seller  and  approved  by the  Purchaser  (provided  that such  approval  by the
Purchaser shall not be unreasonably  withheld),  the payment of all expenses and
the right to negotiate and consent to settlement. If the Purchaser is advised in
a written  opinion of counsel that there may be legal  defenses  available to it
which are adverse to or in conflict with those available to the Seller,  or that
the defense of the Purchaser should be handled by separate  counsel,  the Seller
shall not have the right to assume the  defense of the  Purchaser,  but shall be
responsible for the fees and expenses of counsel retained by the Purchaser,  and
provided  also that,  if the Seller  shall have  failed to assume the defense of
such action or to retain counsel reasonably satisfactory to the Purchaser within
a reasonable time after notice of the commencement of such action,  the fees and
expenses of counsel retained by the Purchaser.  Notwithstanding, and in addition
to, any of the foregoing,  the Purchaser shall have the right to employ separate
counsel with respect to any such claim or in any such action and to  participate
in the defense thereof,  but the fees and expenses of such counsel shall be paid
by the Purchaser  unless the  employment  of such counsel has been  specifically
authorized,  in writing,  by the Seller.  The Seller shall not be liable for any
settlement of any such action effected without its consent,  but if settled with
the consent of the Seller or if there be a final  judgment for the  plaintiff in
any such action with or without consent, the Seller agrees to indemnify and hold
harmless the Purchaser  from and against any loss or liability by reason of such
settlement or judgment.

(B)    Purchaser Indemnity.

       (I) Purchaser hereby agrees to indemnify, defend and hold Seller harmless
and  its  affiliates  and  respective  directors,  shareholders,  employees  and
controlling  persons harmless from and against,  and in respect of (and shall on
demand reimburse Seller for):

       (i) any and all loss,  liability or damage suffered or incurred by Seller
       in respect of or in connection with any claim arising under any Policy in
       connection  with the  breach of any  representation  or  warranty  by the
       Purchaser  or  the  ownership  and  servicing  by  the  Purchaser  or its
       affiliates  occurring  on or after the  Closing  Date or  relating to the
       business or activities of the Purchaser; and

       (ii)  any  and  all  actions,   suits,   proceedings,   claims,  demands,
       assessments,   judgments,   costs  and   expenses,   including,   without
       limitation,  legal fees and expense,  incident to any of the foregoing or
       incurred in  investigating  or  attempting to avoid the same or to oppose
       the imposition thereof, or in enforcing this indemnity.

       (II) In case a claim shall be made or any action shall be brought against
the Seller based upon Section  6(B)(I) of this Agreement and in respect of which
indemnity can be sought against the Purchaser pursuant thereto, the Seller shall
promptly  notify the  Purchaser in writing,  and the  Purchaser  shall  promptly
assume the defense  thereof,  including the  employment of counsel chosen by the
Purchaser and approved by the Seller  (provided that such approval by the Seller
shall not be unreasonably  withheld),  the payment of all expenses and the right
to negotiate  and consent to  settlement.  If the Seller is advised in a written
opinion of counsel  that there may be legal  defenses  available to it which are
adverse to or in conflict  with those  available to the  Purchaser,  or that the
defense of the Seller should be handled by separate counsel, the Purchaser shall
not have the right to assume the defense of the Seller, but shall be responsible
for the fees and expenses of counsel  retained by the Seller,  and provided also
that,  if the  Purchaser  Seller shall have failed to assume the defense of such
action or to retain  counsel  reasonably  satisfactory  to the  Seller  within a
reasonable time after notice of the  commencement  of such action,  the fees and
expenses of counsel retained by the Seller. Notwithstanding, and in addition to,
any of the foregoing, the Seller shall have the right to employ separate counsel
with respect to any such claim or in any such action and to  participate  in the
defense thereof,  but the fees and expenses of such counsel shall be paid by the
Seller unless the employment of such counsel has been  specifically  authorized,
in  writing,  by the  Purchaser.  The  Purchaser  shall  not be  liable  for any
settlement of any such action effected without its consent,  but if settled with
the consent of the  Purchaser or if there be a final  judgment for the plaintiff
in any such action with or without  consent,  the Purchaser  agrees to indemnify
and hold harmless the Seller from and against any loss or liability by reason of
such settlement or judgment.

7.  Survival of  Representations,  Warranties  and  Covenants.  Each  statement,
representation, warranty, indemnity, covenant and agreement in this Agreement or
in any information document,  certificate or other instrument delivered by or on
behalf of Seller  pursuant or as incident to this  Agreement  shall  survive the
consummation of the transaction contemplated by this Agreement.

8. Notices. Any and all notices or other communications required or permitted to
be given under any provisions of this Agreement shall be in writing and shall be
deemed to have been duly given when  delivered  or mailed by  overnight  courier
addressed  to the party at the  addresses  set forth in the preamble (or at such
other  address as either party may specify by notice to the other party given as
aforesaid).

9. Legal And Other Costs. In the event that any party (the  "Defaulting  Party")
defaults  under this Agreement  and, as a result  thereof,  the other party (the
"Non-Defaulting  Party") seeks to legally enforce rights  hereunder  against the
Defaulting  Party,  then, in addition to all damages and other remedies to which
the Non-Defaulting  Party is entitled by reason of such default,  the Defaulting
Party shall  promptly  pay to the  Non-Defaulting  Party an amount  equal to all
costs and expenses  (including  reasonable  attorneys' fees) paid or incurred by
the Non-Defaulting Party in connection with such enforcement.

10.    Miscellaneous

(A) Entire  Agreement.  This  writing  constitutes  the entire  agreement of the
parties  with  respect to the  subject  matter  hereof and may not be  modified,
amended or terminated except by written agreement specifically referring to this
Agreement signed by the parties hereto.

(B) Waiver.  No waiver of any breach or default  hereunder shall be valid unless
in writing and signed by the party giving such waiver,  and no such waiver shall
be deemed a waiver of any  subsequent  breach or  default of the same or similar
nature.

(C)  Successors and Assigns.  This Agreement  shall be binding upon and inure to
the benefit of (i) Purchaser and its successors and assigns, and (ii) Seller and
its successors and assigns.

(D) Section Headings. The Section headings contained herein are for the purposes
of convenience  only and are not intended to define or limit the contents of the
Sections.

(E)  Cooperation.  Each party  hereto shall  cooperate,  shall take such further
action and shall execute and deliver such further documents as may be reasonably
requested  by any other  party in order to carry out any of the  provisions  and
purposes of this Agreement.

(F)  Counterparts.  This Agreement may be executed in one or more  counterparts,
all of which taken together shall be deemed an original.

(G) Governing Law and  Jurisdiction.  This Agreement and all amendments  thereof
shall be governed by and construed in  accordance  with the laws of the State of
Florida.  Notwithstanding the foregoing, any action at law or in equity shall be
filed in any  appropriate  State or Federal  court  located  in Broward  County,
Florida. The parties to this Agreement hereby consent and submit to the personal
jurisdiction of such courts for the purposes of litigating any such action.

11. Purchaser and Seller appoint Brinkley, McNerney, Morgan, Solomon & Tatum LLP
as Escrow Agent  hereunder  for the purpose of holding funds for the purchase of
policies. The Escrow Agent shall hold and release monies pursuant to paragraph 1
of this  Agreement.  In those cases where the ownership of a policy is not being
transferred  pursuant to  Paragraph  1(I),  the Escrow  Agent  shall  return the
Purchase  Price  of  that  policy  to  the  Purchaser  after  reviewing  written
notification from the Seller.

12. In  performing  its  duties as Escrow  Agent,  Brinkley,  McNerney,  Morgan,
Solomon & Tatum LLP shall not incur any  liability to Seller or to Purchaser for
any damages,  losses or expenses which either party may sustain or incur, unless
the same is a direct  result of the  breach  of this  Agreement,  negligence  or
intentional  misconduct of Escrow Agent.  Escrow Agent shall be entitled to rely
on any document(s) which Escrow Agent reasonably  believes satisfy the terms and
conditions of the escrow.  Seller and  Purchaser  each hereby agree to indemnify
and hold  harmless  Escrow  Agent from and against all losses,  claim,  damages,
liabilities  and expenses  which it may sustain or incur  hereunder,  including,
without limitation, reasonable attorney's fees, which may be imposed upon Escrow
Agent or incurred by Escrow  Agent in  connection  with the  performance  of its
duties herein, except for such losses, claims, damages, liabilities and expenses
related to Escrow  Agent's breach of this  Agreement,  negligence or intentional
misconduct.  Seller understands that the Law Firm of Brinkley, McNerney, Morgan,
Solomon & Tatum,  LLP, Escrow Agent, is not rendering any legal advice to Seller
and has no responsibility  with regard to this transaction  contemplated in this
Agreement  other than to comply with the terms of the  provisions  of paragraphs
1(E), 1(G), 1(H), 1(I), 11 and 12 of this Agreement.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed as of the day and year first above written.

ATTEST                                      PURCHASER
                                            MUTUAL BENEFITS CORP.

By:                                         By:/s/Les Steinger
   --------------------------------            --------------------------------
   Typed or Printed Name of Witness            Les Steinger, President





ATTEST SELLER
                                                     DIGNITY PARTNERS, INC.

By:                                          By:/s/Alan B. Perper
   --------------------------------             --------------------------------
   Typed or Printed Name of Witness             Alan B. Perper, President




This Agreement is executed by Brinkley,  McNerney,  Morgan,  Solomon & Tatum LLP
solely as Escrow Agent and Escrow Agent has no responsibility with regard to the
transaction  contemplated  in this Agreement other than to comply with the terms
of the  provisions  of  paragraphs  1(E),  1(G),  1(H),  1(I), 11 and 12 of this
Agreement.

ATTEST                                       ESCROW AGENT
                                             BRINKLEY, MCNERNEY, MORGAN,
                                             SOLOMON & TATUM LLP


By:                                          By:/s/Michael J. McNerney
   ----------------------------                 ------------------------------
   Typed or Printed Name of Witness             Michael J. McNerney