<PAGE>   1


                                                                     EXHIBIT 4.8


                       FIRST AMENDMENT TO CREDIT AGREEMENT

     This Amendment, dated as of March 16, 2000, is made by and among DAIN
RAUSCHER CORPORATION, a Delaware corporation (the "Borrower"), the banks or
financial institutions listed on the signature pages hereof or which hereafter
become parties to the Credit Agreement (as defined herein) by means of
assignment and assumption as described in the Credit Agreement (individually
referred to as a "Bank" or collectively as the "Banks"), and U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as agent for the Banks (in such
capacity, the "Agent").

                                    Recitals

          A.   The Borrower, the Banks and the Agent have entered into a Credit
Agreement dated as of May 31, 1999 (the "Credit Agreement").

          B.   As of the date hereof, no Advances to the Borrower are
outstanding under the Credit Agreement and no Advances will be made to the
Borrower under the Credit Agreement until after the First Amendment Effective
Date (defined below). Also as of the date hereof, no Letters of Credit have been
issued for the account of the Borrower under the Credit Agreement and no Letters
of Credit will be issued for the account of the Borrower under the Credit
Agreement until after the First Amendment Effective Date.

          C.   The Borrower has requested, among other things, that (i) the
Termination Date be extended for three hundred and sixty-four (364) days to
March 15, 2001, and (ii) the Aggregate Commitment be increased to $80,000,000.

          D.   The Banks and the Agent are willing to grant the Borrower's
requests pursuant to the terms and conditions set forth in this Amendment.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, it is agreed as follows:

          1.   Amendments to and Additions to Defined Terms. Defined terms used
in this Amendment which are defined in the Credit Agreement shall have the same
meanings as defined therein, unless otherwise defined herein. In addition,
Section 1.1 of the Credit Agreement is amended by adding or amending, as the
case may be, the following definitions:

          "`Aggregate Commitment': The aggregate of the Commitments of the
     Banks, being initially $80,000,000, as the same may be reduced from time to
     time pursuant to Section 4.3."



<PAGE>   2


          "`Applicable Eurodollar Rate Margin': A percentage equal to (i)
     eighty-seven one-hundredths of one percent (.87%) at all times when the
     Borrower's senior debt (A) is not rated by Moody's or by Standard & Poors,
     (B) if rated by Standard & Poors and Moody's, has a rating of less than
     BBB- by Standard & Poors and has a rating of less than Baa3 by Moody's, (C)
     if rated only by Standard & Poors, has a rating of less than BBB- by
     Standard & Poors, or (D) if rated only by Moody's, has a rating of less
     than Baa3 by Moody's, and (ii) seventy one-hundredths of one percent (.70%)
     at all times when the Borrower's senior debt (A) if rated by Standard &
     Poors and Moody's, has a rating of BBB- or better by Standard & Poors or
     has a rating of Baa3 or better by Moody's, (B) if rated only by Standard &
     Poors, has a rating of BBB- or better by Standard & Poors, or (C) if rated
     only by Moody's, has a rating of Baa3 or better by Moody's."

          "`Applicable Facility Fee Percentage': A percentage equal to (i)
     eighteen one-hundredths of one percent (.18%) at all times when the
     Borrower's senior debt (A) is not rated by Standard & Poors or by Moody's,
     (B) if rated by Standard & Poors and Moody's, has a rating of less than
     BBB- by Standard & Poors and has a rating of less than Baa3 by Moody's, (C)
     if rated only by Standard & Poors, has a rating of less than BBB- by
     Standard & Poors, or (D) if rated only by Moody's, has a rating of less
     than Baa3 by Moody's, and (ii) fourteen one-hundredths of one percent
     (.14%) at all times when the Borrower's senior debt (A) if rated by
     Standard & Poors and Moody's, has a rating of BBB- or better by Standard &
     Poors or has a rating of Baa3 or better by Moody's, (B) if rated only by
     Standard & Poors, has a rating of BBB- or better by Standard & Poors, or
     (C) if rated only by Moody's, has a rating of Baa3 or better by Moody's."

          "`Applicable Federal Funds Rate Margin': A percentage equal to (i) one
     and ten one-hundredths of one percent (1.10%) at all times when the
     Borrower's senior debt (A) is not rated by Standard & Poors or by Moody's,
     (B) if rated by Standard & Poors and Moody's, has a rating of less than
     BBB- by Standard & Poors and has a rating of less than Baa3 by Moody's, (C)
     if rated only by Standard & Poors, has a rating of less than BBB- by
     Standard & Poors, or (D) if rated only by Moody's, has a rating of less
     than Baa3 by Moody's, and (ii) ninety-five one-hundredths of one percent
     (.95%) at all times when the Borrower's senior debt (A) if rated by
     Standard & Poors and Moody's, has a rating of BBB- or better by Standard &
     Poors or has a rating of Baa3 or better by Moody's, (B) if rated only by
     Standard & Poors, has a rating of BBB- or better by Standard & Poors, or
     (C) if rated only by Moody's, has a rating of Baa3 or better by Moody's."

          "`Applicable Letter of Credit Margin': A percentage equal to (i)
     ninety-four one-hundredths of one percent (.94%) at all times when the
     Borrower's senior debt (A) is not rated by Standard & Poors or by Moody's,
     (B) if rated by Standard & Poors and Moody's, has a rating of less


                                      -2-

<PAGE>   3




     than BBB- by Standard & Poors and has a rating of less than Baa3 by
     Moody's, (C) if rated only by Standard & Poors, has a rating of less than
     BBB- by Standard & Poors, or (D) if rated only by Moody's, has a rating of
     less than Baa3 by Moody's, and (ii) seventy-seven one-hundredths of one
     percent (.77%) at all times when the Borrower's senior debt (A) if rated by
     Standard & Poors and Moody's, has a rating of BBB- or better by Standard &
     Poors or has a rating of Baa3 or better by Moody's, (B) if rated only by
     Standard & Poors, has a rating of BBB- or better by Standard & Poors, or
     (C) if rated only by Moody's, has a rating of Baa3 or better by Moody's."

          "`Borrower's Term Credit Agreement': The Credit Agreement dated as of
     November 2, 1999, by and among the Agent, U. S. Bank and Wells Fargo, as
     the same may be amended, modified, supplemented, restated or replaced from
     time to time."

          "`Commitment': In the case of each Bank, the amount set forth opposite
     such Bank's signature on the signature page of the First Amendment (or in
     the relevant Assignment and Assumption Agreement for such Bank), as the
     same may be reduced from time to time pursuant to Section 4.3, or, as the
     context may require, the agreement of each Bank to make Loans to the
     Borrower and to participate in Swing Line Loans made to the Borrower and
     Letters of Credit issued for the account of the Borrower up to such amount,
     subject to the terms and conditions of this Agreement."

          "`Compliance Certificate': A certificate in the form of Exhibit B to
     the First Amendment, duly completed and signed by the treasurer or the
     chief financial officer of the Borrower."

          "`First Amendment': That certain First Amendment to Credit Agreement
     dated as of March 16, 2000, by and among the Borrower, the Banks and the
     Agent."

          "`First Amendment Effective Date': The date on which the First
     Amendment becomes effective under paragraph 13 of the First Amendment."

          "`Percentage': As to any Bank, the percentage set forth opposite such
     Bank's signature on the signature page of the First Amendment (or in the
     relevant Assignment and Assumption Agreement for such Bank) (i.e., the
     proportion, expressed as a percentage, that such Bank's Commitment bears to
     the Aggregate Commitment)."

          "`Revolving Notes': The promissory notes of the Borrower described in
     Section 2.5(a), substantially in the form of Exhibit A to the First
     Amendment, as such promissory notes may be amended, modified or
     supplemented from time to time, and such form shall include any
     substitutions for, or renewals of, such promissory notes."

          "`Termination Date': The earliest of (a) March 15, 2001, or such later
     date to which the Termination Date is extended pursuant to the provisions
     of Section 2.9, (b) the date on which the Commitments are terminated
     pursuant to Section 10.2 hereof or (c) the date on which the Commitments
     are reduced to zero pursuant to Section 4.3 hereof."


                                      -3-

<PAGE>   4



          "`Wells Fargo': Wells Fargo Bank, National Association, its successors
     and assigns."

          2.   Deletion of Defined Term "Norwest". The defined term "Norwest" is
hereby deleted from Section 1.1 of the Credit Agreement and each reference in
the Credit Agreement to "Norwest" is hereby amended to be a reference to "Wells
Fargo."

          3.   Amendment to Section 2.5(a) of the Credit Agreement. Section 2.5
(a) of the Credit Agreement is hereby amended to read as follows:

          "(a) Revolving Notes. The Revolving Loans of each Bank shall be
     evidenced by a promissory note of the Borrower (each a "Revolving Note" and
     collectively for all Banks, the `Revolving Notes'), substantially in the
     form of Exhibit A to the First Amendment, in the amount of such Bank's
     Commitment originally in effect and dated as of the date of the First
     Amendment Effective Date (or dated as of the relevant date of the
     Assignment and Assumption Agreement for such Bank). Each Bank shall enter
     in its respective records the amount of each Revolving Loan, the rate or
     rates of interest borne by its Revolving Loans and the payments made on the
     Revolving Loans, and such records shall be deemed conclusive evidence of
     the subject matter thereof, absent manifest error."

          4.   Amendment to Section 2.8(c)(vii) of the Credit Agreement. The
words "plus $250" in the sixth line of Section 2.8(c)(vii) of the Credit
Agreement are hereby amended to read "plus $300."

          5.   Amendment to Section 8.1(b) of the Credit Agreement. Section 8.1
(b) of the Credit Agreement is hereby amended by deleting the words "Section
9.8, 9.9, 9.13 or 9.14" as they appear in the sixth line thereof and by
substituting therefor the words "Section 9.8, 9.9, 9.13, 9.14 or 9.16."

          6.   Amendment to Section 9.8(b) of the Credit Agreement. Section 9.8
(b) of the Credit Agreement is hereby amended to read as follows:

          "(b) Investments by the Borrower or its Subsidiaries in other
     Subsidiaries of the Borrower or other investments by the Borrower or its
     Subsidiaries in the ordinary course of business."

          7.   Amendment to Section 9.8(c) of the Credit Agreement. Section 9.8
(c) of the Credit Agreement is hereby amended to read as follows:

          "(c) Investments made after March 16, 2000 to acquire all or
     substantially all of the assets or stock of other Persons, provided that
     (i) the sum of all cash consideration paid, the current market value (as of
     the date of such Investment) of all property given and all Indebtedness
     incurred and assumed in connection with all such investments made after
     March 16, 2000 shall not exceed an aggregate amount of

                                      -4-

<PAGE>   5

     $100,000,000 and (ii) any Person whose assets or stock are so acquired
     shall be engaged in a business which is permitted for the Borrower or its
     Subsidiaries under Section 9.4 of this Agreement."

          8.   Amendment to Section 9.9(e) of the Credit Agreement. Section 9.9
(e) of the Credit Agreement is hereby amended to read as follows:

          "(e) Indebtedness (other than Indebtedness permitted under Section
     9.9(a)) in an aggregate amount not to exceed at any time fifty-five percent
     (55%) of the Borrower's Consolidated Net Worth (the Borrower's Indebtedness
     under the Borrower's Term Credit Agreement, the Borrower's guarantees of
     Indebtedness for borrowed money of Dain Rauscher Lending Services permitted
     under Section 9.9(c) above, and the WAH Subordinated Debentures shall be
     included as Indebtedness for purposes of determining the Borrower's
     compliance with the fifty-five percent (55%) of Consolidated Net Worth
     requirement of this Section 9.9(e)."

          9.   Amendment to Section 9.13 of the Credit Agreement. Section 9.13
of the Credit Agreement is hereby amended to read as follows:

          "Section 9.13 Minimum Consolidated Net Worth. The Borrower will not
     permit its Consolidated Net Worth at any time to be less than the sum of
     (i) $325,000,000 plus (ii) thirty percent (30%) of the sum of the
     Consolidated Net Income of the Borrower (with any consolidated net loss
     during any fiscal quarter counting as zero) for each fiscal quarter of the
     Borrower commencing with the fiscal quarter of the Borrower ending March
     31, 2001."

          10.  Addition of Section 9.16 to the Credit Agreement. Article IX of
the Credit Agreement is hereby amended by adding the following new Section 9.16
immediately following existing Section 9.15:

          "Section 9.16 Minimum Equity Investment by the Borrower in Dain
     Rauscher Incorporated. The Borrower will maintain at all times the
     Borrower's equity investment in Dain Rauscher Incorporated in an amount not
     less than $325,000,000."

          11.  Amendment to Section 10.1(h) of the Credit Agreement. Section
10.1(h) of the Credit Agreement is hereby amended to read as follows:

          "(h) A judgment or judgments for the payment of money in excess of the
     sum of $25,000,000 in the aggregate shall be rendered against the Borrower
     and/or its Subsidiaries and the Borrower or such Subsidiary shall not
     discharge the same or provide for its discharge in accordance with its
     terms, or procure a stay of execution thereof, prior to any execution on
     such judgments by such judgment creditor, within 30 days from the date of
     entry thereof, and within said period of 30 days, or such longer period
     during which execution of such judgment shall be stayed, appeal therefrom
     and cause the execution thereof to be stayed during such appeal;"


                                      -5-

<PAGE>   6

          12.  Amendment to Section 10.1(o) of the Credit Agreement. Section
10.1(o) of the Credit Agreement is hereby amended to read as follows:

          "(o) A Default, Event of Acceleration or Event of Default (each as
     defined therein) shall occur under the Dain Rauscher Incorporated Credit
     Agreement or a Default or Event of Default (each as defined therein) shall
     occur under the Borrower's Term Credit Agreement."

          13.  Conditions Precedent to Effectiveness of this Amendment. This
Amendment shall become effective when the Agent shall have received each of the
following, each in substance and form acceptable to the Agent in its sole
discretion:

          (a)  This Amendment, duly executed on behalf of the Borrower, the
     Agent, and the Banks;

          (b)  A Revolving Note payable to the order of each Bank in the amount
     of such Bank's Commitment after giving effect to this First Amendment, duly
     executed on behalf of the Borrower.

          (c)  A copy of the corporate resolutions of the Borrower authorizing
     the execution, delivery and performance of this Amendment, certified by the
     Secretary or Assistant Secretary of the Borrower.

          (d)  An opinion of counsel to the Borrower; and

          (e)  Such other items as the Agent shall reasonably require.

          14.  Delivery of Revolving Notes to Banks; Return of Replaced
Revolving Notes by Banks. Promptly upon the Agent's receipt of the Revolving
Notes from the Borrower as contemplated by paragraph 13(b) of this Amendment,
the Agent shall deliver to each Bank its respective Revolving Note. Promptly
upon each such Bank's receipt of its Revolving Note, such Bank shall return to
the Agent the Borrower's replaced Revolving Note payable to such Bank marked
"Replaced by Replacement Revolving Note." Upon receipt of each such replaced
Revolving Note marked "Replaced by Replacement Revolving Note" from each such
Bank, the Agent shall promptly return each such replaced Revolving Note to the
Borrower.

          15.  No Other Changes. Except as explicitly amended by this Amendment,
all of the terms and conditions of the Credit Agreement shall remain in full
force and effect.

          16.  Representations and Warranties. The Borrower hereby represents
and warrants to the Agent and the Banks as follows:

          (a)  The Borrower has all requisite power and authority to execute
     this Amendment and to perform all of its obligations hereunder, and this
     Amendment has

                                      -6-

<PAGE>   7


     been duly executed and delivered by the Borrower and constitutes the legal,
     valid and binding obligation of the Borrower, enforceable in accordance
     with its terms.

          (b)  The execution, delivery and performance by the Borrower of this
     Amendment have been duly authorized by all necessary corporate action and
     do not (i) require any authorization, consent or approval by any
     governmental department, commission, board, bureau, agency or
     instrumentality, domestic or foreign, (ii) violate any provision of any
     law, rule or regulation or of any order, writ, injunction or decree
     presently in effect, having applicability to the Borrower, or the articles
     of incorporation or by-laws of the Borrower, or (iii) result in a breach of
     or constitute a default under any indenture or loan or credit agreement or
     any other agreement, lease or instrument to which the Borrower is a party
     or by which it or its properties may be bound or affected.

          (c)  All of the representations and warranties contained in Article
     VII of the Credit Agreement are correct on and as of the date hereof as
     though made on and as of such date, except to the extent that such
     representations and warranties relate solely to an earlier date.

          17.  References to Credit Agreement. All references in the Credit
Agreement to "this Agreement" shall be deemed to refer to the Credit Agreement
as amended by this Amendment and any and all references in the Loan Documents to
the Credit Agreement shall be deemed to refer to the Credit Agreement as amended
by this Amendment.

          18.  No Waiver. The execution of this Amendment and acceptance of any
documents related hereto shall not be deemed to be a waiver of any Default or
Event of Default under the Credit Agreement, whether or not known to the Agent
and/or the Banks and whether or not existing on the date of this Amendment.

          19.  Release. The Borrower hereby absolutely and unconditionally
releases and forever discharges the Agent and each of the Banks, and any and all
participants, parent corporations, subsidiary corporations, affiliated
corporations, insurers, indemnitors, successors and assigns thereof, together
with all of the present and former directors, officers, agents and employees of
any of the foregoing, from any and all claims, demands or causes of action of
any kind, nature or description, whether arising in law or equity or upon
contract or tort or under any state or federal law or otherwise, which the
Borrower has had, now has or has made claim to have against any such person for
or by reason of any act, omission, matter, cause or thing whatsoever arising
from the beginning of time to and including the date of this Amendment, whether
such claims, demands and causes of action are matured or unmatured or known or
unknown.


                                      -7-

<PAGE>   8


          20.  Costs and Expenses. The Borrower hereby reaffirms its agreement
under the Credit Agreement to pay or reimburse the Agent on demand for all costs
and expenses incurred by the Agent in connection with the preparation of this
Amendment, including without limitation all reasonable fees and disbursements of
legal counsel to the Agent.

          21.  Miscellaneous. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.


                [Remainder of this page intentionally left blank;
                             signature page follows]



                                      -8-


<PAGE>   9


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed as of the date first above.




                                        DAIN RAUSCHER CORPORATION

                                        By
                                          --------------------------------------
                                          Title
                                                --------------------------------

                                        Dain Rauscher Plaza
                                        60 South Sixth Street
                                        Minneapolis, Minnesota 55402-4422
                                        Attention:  David J. Parrin
                                        Fax: (612) 371-2960


Commitment:                             U.S. BANK NATIONAL ASSOCIATION,
$20,000,000                             as Agent and a Bank

Percentage:  25%
                                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------


                                        601 2nd Avenue South
                                        Minneapolis, Minnesota 55402-4302
                                        Attention: Vice President, Financial
                                                     Services Division
                                        Fax: (612) 973-0832


Commitment:                             WELLS FARGO BANK,
$20,000,000                             NATIONAL ASSOCIATION

Percentage:  25%
                                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------

                                        Sixth Street and Marquette Avenue
                                        Minneapolis, Minnesota 55479-0105
                                        Attention:  Vice President, Financial
                                        Institutions Division
                                        Fax: (612) 667-7251



              Signature Page to First Amendment to Credit Agreement




<PAGE>   10


Commitment:                             THE BANK OF NEW YORK
$20,000,000

Percentage:  25%                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------

                                        One Wall Street
                                        First Floor
                                        New York, New York 10286
                                        Attention:  Joe Ciacciarelli
                                        Fax: (212) 809-9375


Commitment:                             CREDIT LYONNAIS, NEW YORK BRANCH
$20,000,000

Percentage:  25%                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------

                                        1301 Avenue of the Americas
                                        Credit Lyonnais Building
                                        New York, New York 10019
                                        Attention: Ira Stein
                                        Fax: (212) 261-3401




              Signature Page to First Amendment to Credit Agreement



<PAGE>   11
                                                                    EXHIBIT A TO
                                                              FIRST AMENDMENT TO
                                                                CREDIT AGREEMENT

                                 REVOLVING NOTE

$[Commitment]                                             Minneapolis, Minnesota
                                                                          , 2000
                                                          ----------------

         FOR VALUE RECEIVED, the undersigned, DAIN RAUSCHER CORPORATION, a
Delaware corporation (the "Borrower"), promises to pay to the order of [BANK]
(the "Bank"), on the Termination Date, or other due date or dates determined
under the Credit Agreement hereinafter referred to, the principal sum of
                            AND 00/100 DOLLARS ($[Commitment]), or if less, the
then aggregate unpaid principal amount of the Revolving Loans (as such term is
defined in the Credit Agreement) as may be borrowed by the Borrower from the
Bank under the Credit Agreement. All Revolving Loans and all payments of
principal shall be recorded by the holder in its records which records shall be
conclusive evidence of the subject matter thereof, absent manifest error.

         The Borrower further promises to pay to the order of the Bank interest
on the aggregate unpaid principal amount hereof from time to time outstanding
until paid in full at the rates per annum which shall be determined in
accordance with the provisions of the Credit Agreement. Accrued interest shall
be payable on the dates specified in the Credit Agreement.

         All payments of principal and interest under this Note shall be made in
lawful money of the United States of America in immediately available funds at
the office of U.S. Bank National Association, at 601 2nd Ave. S., Minneapolis,
Minnesota 55402-4302, or at such other place as may be designated by the Agent
to the Borrower in writing.

         This Note is a Revolving Note referred to in, and evidences Revolving
Loans incurred by the Borrower to the Bank under, a Credit Agreement dated as if
May 31, 1999, as amended by a First Amendment to Credit Agreement of even date
herewith (herein, as it may be restated, amended, modified or supplemented from
time to time, called the "Credit Agreement") among the Borrower, the Banks, as
defined therein (including the Bank) and U.S. Bank National Association, as
Agent, to which Credit Agreement reference is made for a statement of the terms
and provisions thereof, including those under which the Borrower is permitted
and required to make prepayments and repayments of principal of such
indebtedness and under which such indebtedness may be declared to be immediately
due and payable.


                                      A-1



<PAGE>   12


         This Note is issued in substitution for and replacement of, but not in
payment of, the Borrower's revolving note dated as of May 31, 1999, payable to
the order of the Bank in the original principal amount of $[replaced revolving
note amount].

         All parties hereto, whether as makers, endorsers or otherwise,
severally waive presentment, demand, protest and notice of dishonor in
connection with this Note.

         This Note is made under and governed by the internal laws of the State
of Minnesota.

                                        DAIN RAUSCHER CORPORATION


                                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------



                                      A-2


<PAGE>   13

                                                                    EXHIBIT B TO
                                                              FIRST AMENDMENT TO
                                                                CREDIT AGREEMENT

                         FORM OF COMPLIANCE CERTIFICATE

         In accordance with Section 8.1 of the Credit Agreement dated as of May
31, 1999, as amended by a First Amendment to the Credit Agreement dated as of
March 16, 2000 (the "Credit Agreement"), among Dain Rauscher Corporation (the
"Borrower"), the Banks (as defined in the Credit Agreement) and U.S. Bank
National Association, as Agent, attached are the financial statements of
                                                   as of and for the month and
year-to-date period ended                ,      (the "Current Financials").

         I certify that the Current Financials have been prepared in accordance
with GAAP applied on a basis consistent with the accounting practices applied in
the annual audit reports referred to in Section 8.1(a) of the Credit Agreement.

Defaults and Events of Default (check one):

         [ ]      I have no knowledge of the occurrence of any Default or Event
                  of Default under the Credit Agreement which has not previously
                  been reported to the Bank and remedied.

         [ ]      Attached is a detailed description of all Defaults and Events
                  of Default of which I have knowledge and which have not
                  previously been reported to the Banks and remedied.

         For the date and periods covered by the Current Financials, the
Borrower is in compliance with the covenants set forth in Sections 9.8(b),
9.8(c), 9.9(c), 9.9(d), 9.13, 9.14 and 9.16 of the Credit Agreement, except as
indicated below. The calculations made to determine compliance are as follows:

Covenant          Actual          Requirement
--------          ------          -----------

9.8(b)

9.8(c)

9.9(c)

9.9(d)

                                       B-1



<PAGE>   14



9.13

9.14

9.16



                                        DAIN RAUSCHER CORPORATION


                                        By
                                          --------------------------------------
                                          Title
                                               ---------------------------------

                                        Dated:
                                              ----------------------------------





                                      B-2