(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, represents a 
                     fundamental change in the information set forth in the 
                     registration statement; 
               (iii) To include any material information with respect to the 
                     plan of distribution not previously disclosed in the 
                     registration statement or any material change to such 
                     information in the registration statement; 

          (2)  That, 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 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. 

     (h)  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 indemni- 
          fication is against public policy as expressed in the Act and is, 
          therefore, unenforceable.  In the event that a claim for indemni- 
          fication 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 regis- 
          tered, 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.