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                                TERMINATION AGREEMENT

     TERMINATION AGREEMENT dated as of September 10, 1999 between The Chase
Manhattan Bank, successor-in-interest to Chemical Bank ("Chase") and 212
Certificate Company (the "Counterparty"). Capitalized terms used but not
defined in this Agreement shall have the meanings assigned to them in the form
of ISDA Master Agreement published by the International Swaps and Derivatives
Association, Inc.

     Chase and the Counterparty hereby agree as follows:

     1. Effective upon, and in consideration of, the payment of $9,000,559.00 by
Chase to Counterparty on September 17, 1999, all rights, obligations, and
liabilities of Chase and Counterparty under the transaction governed by the
Confirmation dated May 19, 1999 between the parties (Chase Reference Number
298406/50654042, Trade Date May 13, 1999) shall be terminated and discharged.
No other payments shall be required to be made by either party in respect of
such transaction.

     2. Each party represents to the other party with respect to itself that
(i) it has authority to enter into this Agreement, (ii) the person entering
into this Agreement on its behalf has been duly authorized to do so, and (iii)
this Agreement is binding upon it and enforceable against it in accordance
with its terms (subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and
applicable principles of equity) and does not and will not violate the terms
of any material agreements to which it is bound.

     3. (a) This Agreement shall be governed by and construed in accordance with
the laws of the State of New York (without reference to choice of law doctrine).

        (b) With respect to any suit, action or proceedings relating to this
Agreement ("Proceedings"), each party irrevocably (i) submits to the
non-exclusive jurisdiction of the courts of the State of New York and the United
States District Court located in the Borough of Manhattan in New York City and
(ii) waives any objection which it may have at any time to the laying of venue
of any Proceedings brought in any such court, waives any claim that such
Proceedings have been brought in an inconvenient forum and further waives the
right to object, with respect to such Proceedings, that such court does not have
any jurisdiction over such party.  Nothing in this Agreement precludes either
party from bringing Proceedings in any other jurisdiction, nor will the bringing
of Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

     4. This Agreement may be executed in counterparts (and by different parties
hereto on different counterparts), each of which shall constitute an original,
but all of which when taken

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together shall constitute a single contract.  Delivery of an executed
counterpart of a signature page of this Agreement by rapidfax or telecopy shall
be effective as delivery of a manually executed counterpart of this Agreement.

                                             THE CHASE MANHATTAN BANK


                                             By: /s/ George W. Brash, Jr.
                                                -------------------------
                                             Name: George W. Brash, Jr.
                                             Title: Managing Director

                                             By: /s/ Anna Maria Beissel
                                                -------------------------
                                             Name: Anna Maria Beissel
                                             Title: Vice President

                                             212 CERTIFICATE COMPANY

                                             By:
                                                -------------------------
                                             Name:
                                             Title:

                                             By:
                                                -------------------------
                                             Name:
                                             Title:


                                             By:
                                                -------------------------
                                             Name:
                                             Title:

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together shall constitute a single contract.  Delivery of an executed
counterpart of a signature page of this Agreement by rapidfax or telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.

                                             THE CHASE MANHATTAN BANK


                                             By:
                                                -------------------------
                                             Name:
                                             Title:


                                             By:
                                                -------------------------
                                             Name:
                                             Title:

                                             212 CERTIFICATE COMPANY


                                             By: /s/ William H. Panning
                                                -------------------------
                                             Name: William H. Panning
                                             Title: Chief Investment Officer


                                             By: /s/ Craig A. Hawley
                                                -------------------------
                                             Name: Craig A. Hawley
                                             Title: General Counsel