<PAGE>   1
                                                                 EXHIBIT 10.14.4

                                 THIRD AMENDMENT
                                       TO
                  SECOND AMENDED AND RESTATED CREDIT AGREEMENT



     THIS THIRD AMENDMENT TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is dated as of the    day of April, 2000, and entered into
among Telergy Operating, Inc., a Delaware corporation (the "Borrower"), the
Lenders (as defined below) and Bank of America, N.A., as a Lender and
Administrative Agent.

                                  WITNESSETH:

         WHEREAS, the Borrower, the Lenders and the Administrative Agent entered
into a Second Amended and Restated Credit Agreement, dated as of November 19,
1999 (as amended, and as further amended, restated or otherwise modified from
time to time, the "Credit Agreement");

         WHEREAS, Borrower has informed Administrative Agent that it desires to
reset certain covenants contained in the Credit Agreement;

         WHEREAS, the Lenders, the Administrative Agent and the Borrower have
agreed upon the terms and conditions set forth below;

         NOW, THEREFORE, for valuable consideration hereby acknowledged, the
Borrower, the Lenders and the Administrative Agent agree as follows:

         SECTION 1. Definitions, in general. Unless specifically defined or
redefined below, capitalized terms used herein shall have the meanings ascribed
thereto in the Credit Agreement.

         SECTION 2. Amendment to Section 7,01(a). Section 7.01(a) of the Credit
Agreement is amended and restated in its entirety as follows:

                           (a) Minimum Revenues and EBITDA.
                            The Borrower will not permit

                           (i) Revenues for any fiscal quarter to be less than
                  the amount set forth below for such fiscal quarter:

<PAGE>   2
Fiscal Quarter Ending         Minimum Revenue
---------------------         ---------------

December 31, 1999            [***]

March 31, 2000               [***]

June 30, 2000                [***]



CONFIDENTIAL

[***]  Confidential treatment has been requested with respect to material
       omitted on this page. The omitted portions have been filed separately
       with the Securities and Exchange Commission.
<PAGE>   3

<TABLE>
<S>                                                                  <C>
September 30, 2000                                                   [***]
December 31, 2000                                                    [***]
March 31, 2001                                                       [***]
June 30, 2001                                                        [***]
September 30, 2001                                                   [***]
December 31, 2001                                                    [***]
March 31, 2002                                                       [***]
June 30, 2002                                                        [***]
September 30, 2002                                                   [***]
December 31, 2002                                                    [***]
</TABLE>

         (ii) actual EBITDA for any fiscal quarter to be less than EBITDA as set
forth below for such fiscal quarter:

<TABLE>
<CAPTION>
Fiscal Quarter Ending                                              EBITDA
---------------------                                              ------
<S>                                                                <C>
December 31, 1999                                                  [***]
March 31, 2000                                                     [***]
June 30, 2000                                                      [***]
September 30, 2000                                                 [***]
December 31, 2000                                                  [***]
March 31, 2001                                                     [***]
June 30, 2001                                                      [***]
September 30, 2001                                                 [***]
December 31, 2001                                                  [***]
March 31, 2002                                                     [***]
</TABLE>

CONFIDENTIAL

[***]  Confidential treatment has been requested with respect to material
       omitted on this page. The omitted portions have been filed separately
       with the Securities and Exchange Commission.

                                       -2-
<PAGE>   4

<TABLE>
<S>                                                                  <C>
June 30, 2002
September 30, 2002
December 31, 2002
</TABLE>

                   SECTION 3. Amendment to Section 8.01. Section 8.01 of the
          Credit Agreement is amended and restated in its entirety as follows:

                           SECTION 8.01, Events of Default. Any one or more of
                  the following shall be an "Event of Default" hereunder, if the
                  same shall occur for any reason whatsoever, whether voluntary
                  or involuntary, by operation of Law or otherwise:

                           (a) default shall be made in the payment of any
                  principal of the Loan when and as the same shall become due
                  and payable, whether at the due date thereof or at a date
                  fixed for prepayment thereof or by acceleration thereof or
                  otherwise;

                           (b) default shall be made in the payment of any
                  interest on the Loan or any Fee or any other amount (other
                  than an amount referred to in (a) above) due under this
                  Agreement or any other Loan Paper, when and as the same shall
                  become due and payable, and such default shall continue
                  unremedied for a period of three Business Days;

                           (c) default shall be made in the due observance or
                  performance by the Parent, the Borrower or any of their
                  Subsidiaries of any covenant, condition or agreement contained
                  in Sections 6.01(a), 6.05, 6.08 or 6.10 hereof or in Article
                  VII hereof;

                           (d) the Parent shall fail to raise an additional
                  $200,000,000 of net proceeds in equity through an initial
                  public offering of its common capital stock or through the
                  issuance of public debt by September 30, 2000;

                           (e) default shall be made in the due observance or
                  performance by the Parent, the Borrower or any of their
                  Subsidiaries of any covenant, condition or agreement contained
                  in this Agreement (other than those specified in (a), (b), (c)
                  or (d) above) or in any Loan Paper and such default shall
                  continue unremedied for a period of 30 days after the earlier
                  of (i) actual knowledge thereof by any Responsible Officer and
                  (ii) receipt of notice thereof from the Administrative Agent
                  or any Lender;

                           (f) any representation or warranty made or deemed
                  made by the Parent, the Borrower or any of their Subsidiaries
                  in or in connection with this Agreement or in any other Loan
                  Paper, or in connection with the borrowings hereunder; or any
                  representation, warranty, statement or written information
                  contained in any report,

<PAGE>   5
                   certificate, financial statement or other instrument prepared
                   by the Parent, the Borrower or any of their Subsidiaries and
                   furnished by the Parent, the Borrower or any of their
                   Subsidiaries in connection with or pursuant to this Agreement
                   or any other Loan Paper, shall prove to have been false
                   or misleading in any material respect when so made, deemed
                   made or furnished;

                           (g) the Parent, the Borrower or any of their
                   Subsidiaries shall (i) other than Debt for Borrowed Money
                   under this Agreement, fail to pay any principal or interest,
                   regardless of amount, due in respect of any Debt for Borrowed
                   Money of the Parent, the Borrower or any of their
                   Subsidiaries in a principal amount in excess of $2,500,000,
                   when and as the same shall become due and payable (and such
                   failure continues after the expiration of any applicable
                   grace periods set forth therein), or (ii) fail to observe or
                   perform any other term, covenant, condition or agreement
                   contained in any agreement or instrument evidencing or
                   governing any such Debt for Borrowed Money if the effect of
                   any failure referred to in this clause (ii) is to (A) cause,
                   or to permit the holder or holders of such indebtedness or a
                   trustee on its or their behalf to cause, such Debt for
                   Borrowed Money to become due prior to its stated maturity or
                   (B) cause any redemption, prepayment, reduction of commitment
                   or other non-scheduled principal reduction in any such Debt
                   for Borrowed Money prior to its maturity;

                           (h) an involuntary proceeding shall be commenced or
                   an involuntary petition shall be filed in a court of
                   competent jurisdiction seeking (i) relief in respect of the
                   Parent, the Borrower or any of their Subsidiaries, or of a
                   substantial part of the property or assets of the Parent, the
                   Borrower or their Subsidiaries, under Title 11 of the United
                   States Code, as now constituted or hereafter amended, or any
                   other Federal, state or foreign bankruptcy, insolvency,
                   receivership or similar Law, (ii) the appointment of a
                   receiver, trustee, custodian, sequestrator, conservator or
                   similar official for the Parent, the Borrower or any of their
                   Subsidiaries or for a substantial part of the property or
                   assets of the Parent, the Borrower or any of their
                   Subsidiaries or (iii) the winding-up or liquidation of the
                   Parent; the Borrower or any of their Subsidiaries; and such
                   proceeding or petition shall continue undismissed for 60 days
                   or an order or decree approving or ordering any of the
                   foregoing shall be entered;

                           (i) the Parent, the Borrower or any of their
                   Subsidiaries shall (i) voluntarily commence any proceeding or
                   file any petition seeking relief under Title 11 of the United
                   States Code, as now constituted or hereafter amended, or any
                   other Federal, state or foreign bankruptcy, insolvency,
                   receivership or similar Law, (ii) consent to the institution
                   of, or fail to contest in a timely and appropriate manner,
                   any proceeding or the filing of any petition described in (g)
                   above, (iii) apply for or consent to the appointment of a
                   receiver, trustee, custodian, sequestrator, conservator or
                   similar official for the Parent, the Borrower or any of
                   their Subsidiaries or for a substantial part of the property
                   or assets of the Parent, the Borrower or any of their
                   Subsidiaries, (iv) file an answer admitting the material
                   allegations of a petition filed against it in any such
                   proceeding, (v) make a general assignment for the benefit of


                                      -4-
<PAGE>   6
                   creditors, (vi) become unable, admit in writing its inability
                   or fail generally to pay its debts as they become due or
                   (vii) take any action for the purpose of effecting any of the
                   foregoing;

                          (j) one or more judgments for the payment of money in
                  an aggregate amount in excess of $1,000,000 shall be rendered
                  against the Parent, the Borrower or any of their Subsidiaries,
                  or any combination thereof and the same shall remain
                  undischarged or unpaid for a period of 30 consecutive days
                  during which execution shall not be effectively stayed, or
                  any action shall be legally taken by a judgment creditor to
                  levy upon assets or properties of the Parent, the Borrower or
                  any of their Subsidiaries to enforce any such judgment;

                           (k) an ERISA Event shall have occurred that, when
                  taken together with all other such ERISA Events, could
                  reasonably be expected to result in liability of the Parent,
                  the Borrower or any of their Subsidiaries, or any combination
                  thereof, in an aggregate amount exceeding $1,000,000;

                           (l) any of the following shall occur: (i) this
                  Agreement, any pledge agreement, any security agreement, any
                  guarantee or any Note executed in connection with this
                  Agreement (collectively, the "Material Loan Agreements"), or
                  any material provision of any thereof shall, for any reason,
                  not be valid and binding on the Parent, the Borrower or any of
                  their Subsidiaries signatory thereto, or not be in full force
                  and effect, or shall be declared to be null and void; or (ii)
                  the validity or enforceability of any Material Loan Agreement
                  shall be contested by any of the Parent, the Borrower or any
                  of their Subsidiaries, or any of their Affiliates; or (iii)
                  any of the Parent, the Borrower or their Subsidiaries shall
                  deny in writing that it has any or further liability or
                  obligation under its respective Material Loan Agreements; or
                  (iv) any default or breach under any provision of any Material
                  Loan Agreement shall continue after the applicable grace
                  period, if any, specified in such Material Loan Agreement;

                           (m) any of the following shall have occurred: (i) any
                  Loan Paper shall for any reason (other than pursuant to the
                  terms thereof) cease to create a valid and perfected first
                  priority Lien in the Collateral purported to be covered
                  thereby (except as permitted by the terms of this Agreement or
                  as caused, or consented to, by the Lenders); or (ii) less than
                  100% of the Capital Stock of Telergy Parkway shall be pledged
                  to secure the Obligations (except as caused, or consented to,
                  by the Lenders); or (iii) less than 100% of the Pledged Stock
                  (except the Capital Stock of Telergy Parkway) shall be pledged
                  to secure the Obligations (except as caused, or consented to,
                  by the Lenders); or (iv) the guaranties by the Guarantors of
                  the Obligations required to be delivered in accordance with
                  the terms of this Agreement shall not be fully enforceable
                  against each such Guarantor; or (v) the security agreements by
                  Telergy Parkway granting Liens on its assets to secure the
                  Obligations required to be delivered in accordance with the
                  terms of this Agreement shall not be fully enforceable against
                  Telergy Parkway or (vi) the security agreements by the



                                      -5-
<PAGE>   7
                   Subsidiaries granting Liens on their assets to secure the
                   Obligations required to be delivered in accordance with the
                   terms of this Agreement shall not be fully enforceable
                   against each such Subsidiary;

                           (n) for the date January 1, 2000 and for all dates
                  thereafter, the Parent, the Borrower or their Subsidiaries
                  shall suffer a catastrophic failure in any computer
                  application material to its business and operations where such
                  failure lasts for a period in excess of 30 consecutive days,
                  except in such instances where such occurrence would not be
                  reasonably expected to have a Material Adverse Effect, or in
                  such instances where the Borrower replaces the functionality
                  of the failed computer application through the use of some
                  other application or system;

                           (o) any of the following shall have occurred: (i) a
                  final non-appealable order is issued by any Governmental
                  Authority or Tribunal, including, but not limited to, the FCC,
                  any applicable PUC, or the United States Justice Department,
                  requiring any of the Parent, the Borrower or any of their
                  Subsidiaries to divest a substantial portion of its assets
                  pursuant to any antitrust, restraint of trade, unfair
                  competition, industry regulation, or similar Laws, or (ii) any
                  Tribunal shall condemn, seize, or otherwise appropriate, or
                  take custody or control of all or any substantial portion of
                  the assets of the Parent, the Borrower or any of their
                  Subsidiaries,

                           (p) any of the following shall have occurred if the
                  effect thereof could be reasonably expected to have a Material
                  Adverse Effect: (i) any license from any Governmental
                  Authority whether presently existing or hereafter granted to
                  or obtained by the Parent, the Borrower or any of their
                  Subsidiaries shall expire without renewal or be suspended or
                  revoked, or (ii) the Parent, the Borrower or any of their
                  Subsidiaries shall become subject to any injunction or other
                  order affecting or which could reasonably be expected to
                  affect the Parent's, the Borrower's or any of their
                  Subsidiaries' present or proposed operations under any such
                  license;

                           (q) any civil action, suit or proceeding shall be
                  commenced against the Parent, the Borrower or any of their
                  Subsidiaries under any federal or state racketeering statute
                  (including, without limitation, the racketeer influenced and
                  Corrupt Organization Act of 1970)("RICO") and such suit shall
                  be adversely determined by a court of applicable jurisdiction,
                  and which is either non-appealable or which the Parent, the
                  Borrower or such Subsidiary has elected not to appeal and such
                  adverse determination could reasonable be expected to have a
                  Material Adverse Effect; or any criminal action or proceeding
                  shall be commenced against the Parent, the Borrower or any of
                  their Subsidiaries under any federal or state racketeering
                  statute (including, without limitation, RICO);

                          (r)      there shall occur a Change in Control;



                                      -6-
<PAGE>   8
                           (s) any litigation commenced against the Parent, the
                  Borrower or any of their Subsidiaries is adversely determined
                  by a court of applicable jurisdiction, which such litigation
                  is either non-appealable or which the Parent, the Borrower or
                  any of their Subsidiaries has elected not to appeal, and in
                  either case, could reasonably expected to have a Material
                  Adverse Effect;

                           (t) the Parent, the Borrower or any of their
                   Subsidiaries shall fail to comply in any respect with the
                   Communications Act, or any rule or regulation promulgated by
                   the FCC or any applicable PUC, and such failure could
                   reasonably be expected to have a Material Adverse Effect; or
                   any license or authorization constituting authorizations,
                   permits or licenses of the Parent, the Borrower or any of
                   their Subsidiaries material to the operation of the business
                   of the Parent, the Borrower and any of their Subsidiaries,
                   has expired or shall expire without having been renewed or
                   shall be canceled or impaired, and such expiration,
                   cancellation or impairment could reasonably be expected to
                   have a Material Adverse Effect;

                           (u) the Parent, the Borrower or any of their
                   Subsidiaries shall fail to operate its business for any
                   period of time which, in the aggregate, could reasonably be
                   expected to have a Material Adverse Effect; or

                           (v) any Substantial Portion shall not, for any reason
                   (including, without limitation, loss of FCC license, fiber
                   network or otherwise) be operating for a period in excess of
                   30 days. For purposes of this subsection (u), "Substantial
                   Portion" means any portion of the telecommunications system
                   of the Parent, the Borrower and their Subsidiaries that has
                   generated for the most recently completed twelve month
                   period, in excess of five percent of EBITDA.

                  SECTION 4. Conditions Precedent. This Amendment shall not be
         effective until the Administrative Agent shall have received:

                  (a)      executed signature pages from the Borrower, each
                           signatory to the Notes, the Parent, Telergy Parkway,
                           the Administrative Agent and Majority Lenders; and

                  (b)      such other documents, instruments, and certificates,
                           in form and substance satisfactory to the
                           Administrative Agent and the Lenders, as the
                           Administrative Agent and the Lenders shall deem
                           necessary or appropriate in connection with this
                           Amendment and the transactions contemplated hereby.

                  SECTION 5. Representations and Warranties. The Borrower
         represents and warrants to the Lenders and the Administrative Agent
         that (a) this Amendment is a Loan Paper under the Credit Agreement and
         constitutes its legal, valid, and binding obligation, enforceable in
         accordance with the terms hereof (subject as to enforcement of remedies
         to any applicable bankruptcy, reorganization, moratorium, or other laws
         or principles of equity affecting the enforcement of creditors' rights
         generally), (b) there exists no Default or Event of Default under the
         Credit Agreement that has not been waived by the Lenders, (c) its
         representations and warranties set forth in the Credit Agreement



                                      -7-
<PAGE>   9
and other Loan Papers are true and correct on the date hereof, (d) it has
complied with all agreements and conditions to be complied with by it under the
Credit Agreement and the other Loan Papers by the date hereof, and (e) the
Credit Agreement, as amended hereby, and the other Loan Papers remain in full
force and effect.

         SECTION 6. Entire Agreement; Ratification. THE CREDIT AGREEMENT AS
AMENDED HEREBY AND THE OTHER LOAN PAPERS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR
SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES. EXCEPT AS MODIFIED OR SUPPLEMENTED HEREBY, THE CREDIT
AGREEMENT, THE OTHER LOAN PAPERS AND ALL OTHER DOCUMENTS AND AGREEMENTS EXECUTED
IN CONNECTION THEREWITH SHALL CONTINUE IN FULL FORCE AND EFFECT.

         SECTION 7. Counterparts. This Amendment may be executed in any number
of counterparts, all of which taken together shall constitute one and the same
instrument. In making proof hereof, it shall not be necessary to produce or
account for any counterpart other than one signed by the party against which
enforcement is sought.

SECTION 8. JURISDICTION; CONSENT TO SERVICE OF PROCESS.

         (A) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT OF THE
UNITED STATES OF AMERICA SITTING IN NEW YORK, NEW YORK AND ANY APPELLATE COURT
FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN PAPER, OR FOR RECOGNITION OR ENFORCEMENT OF ANY
JUDGMENT, AND EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD
AND DETERMINED IN SUCH NEW YORK STATE OR, TO THE EXTENT PERMITTED BY LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN
ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN PAPER SHALL AFFECT ANY RIGHT THAT
THE ADMINISTRATIVE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION
OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN PAPER AGAINST THE
BORROWER OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.



                                      -8-
<PAGE>   10
                   (B) THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
          HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT
          IT MAY LEGALLY AND EFFECTIVELY DO SO, ANY OBJECTION WHICH IT MAY NOW
          OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR
          PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
          LOAN PAPER IN ANY NEW YORK STATE OR FEDERAL COURT. EACH OF THE PARTIES
          HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
          LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
          ACTION OR PROCEEDING IN ANY SUCH COURT.

                   (C) EACH PARTY TO THIS AGREEMENT AND ANY OTHER LOAN PAPER
          IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR
          NOTICES IN PARAGRAPH 8 HEREOF. NOTHING IN THIS AGREEMENT OR ANY OTHER
          LOAN PAPER WILL AFFECT THE RIGHT OF ANY PARTY TO THIS AGREEMENT OR ANY
          OTHER LOAN PAPER TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
          LAW.

            THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.


                                      -9-
<PAGE>   11
                   IN WITNESS WHEREOF, this Amendment to Credit Agreement is
          executed as of the date first set forth above,

          THE BORROWER:

                                          TELERGY OPERATING, INC.

                                             /s/ Brian P. Kelly
                                          ---------------------
                                          By:    Brian P. Kelly
                                          Its:   President

                                          TELERGY CENTRAL, LLC

                                             /s/ Brian P. Kelly
                                          ---------------------
                                          By:    Brian P. Kelly
                                          Its:   President

                                          TELERGY METRO, LLC

                                             /s/ Brian P. Kelly
                                          ---------------------
                                          By:    Brian P. Kelly
                                          Its:   President

                                          TELERGY NET-WORK SERVICES, INC.

                                             /s/ Brian P. Kelly
                                          ---------------------
                                          By:    Brian P. Kelly
                                          Its:   President



                                      -10-
<PAGE>   12
THE ADMINISTRATIVE AGENT:

BANK OF AMERICA. N.A.,
as Administrative Agent

/s/ Anthony M. Cacheria
-----------------------------
By: Anthony M. Cacheria
Title: Managing Director


THE LENDERS:

SPECIFIED
PERCENTAGE ON THE CLOSING
DATE:     %

Address:
901 Main Street
64th Floor
Dallas, Texas 75202

Attn:              Tony Cacheria
Telephone:        (214) 209-0157
Telecopy:         (214) 209-9390



BANK OF AMERICA. N.A.,
individually as a Lender

/s/ Anthony M. Cacheria
-----------------------------
By: Anthony M. Cacheria
Title: Managing Director



                                      -11-
<PAGE>   13
SPECIFIED                                          CIBC INC,
PERCENTAGE ON THE CLOSING                          individually as a Lender
DATE:     %


Address:
                                                    /s/ Colleen Fioux
                                                    -------------------------
                                                    By: Colleen Fioux
Attn:                                               Title: Executive Director
Telephone:                                          CIBC World Markets Corp.,
Telecopy:                                           as agent





                                      -12-
<PAGE>   14
         SPECIFIED                               ROYAL BANK OF CANADA,
         PERCENTAGE ON THE CLOSING               individually as a Lender
         DATE:        %

         Address:



                                                 By:
         Attn:                                   Title:
         Telephone:
         Telecopy:



                                      -13-
<PAGE>   15
THE GUARANTORS:

ACKNOWLEDGED AND AGREED:

                                  TELERGY. INC.
                                                       /s/ Brian P. Kelly
                                                     --------------------
                                                     By:   Brian P. Kelly
                                                     Its: CEO

                                                     TELERGY PARKWAY, INC.

                                                       /s/ Brian P. Kelly
                                                     --------------------
                                                     By:   Brian P. Kelly
                                                     Its: President


                                      -14-