EXHIBIT 10.24
   PORTIONS OF THIS DOCUMENT HAVE BEEN OMITTED (DESIGNATED BY AN ASTERISK (*)
     AND WHITE SPACE) AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
           COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT
                     DATED AUGUST 4, 1998; FILE NO. 0-15609

        AMENDMENT TO THE VIRACEPT (NELFINAVIR MESYLATE) LICENSE AGREEMENT

         This  Amendment  ("Amendment")  to the VIRACEPT  (Nelfinavir  Mesylate)
License Agreement ("the  Agreement"),  effective as of this 1st day of May, 1998
("Effective Date"), is between Agouron Pharmaceuticals, Inc., a corporation duly
organized  and  existing  under  the laws of the state of  California,  having a
principal  place of  business  at 10350  North  Torrey  Pines  Road,  La  Jolla,
California,  United States of America  (hereinafter  referred to as  "Agouron"),
Japan Tobacco Inc., a corporation  duly organized and existing under the laws of
Japan,  having its principal  place of business at JT Building,  2-1,  Toranomon
2-chome,  Minato-ku,  Tokyo,  Japan  (hereinafter  referred to as "JT"),  and F.
Hoffmann-La  Roche Ltd, a corporation duly organized and existing under the laws
of  Switzerland,  having  its  principal  place of  business  at  CH-4002-Basel,
Switzerland (hereinafter referred to as "Roche"). Agouron, JT and Roche are each
sometimes hereinafter referred to as a party (collectively "parties").
The parties for good and valuable consideration hereby agree as follows:

                                    RECITALS

1.       BACKGROUND

         1.01 All  capitalized  terms,  except as  expressly  otherwise  defined
herein, shall have the meanings set forth in the Agreement.

         1.02  Agouron,  JT and Roche entered into a Letter of Intent on January
17, 1997 and the VIRACEPT  (nelfinavir  mesylate)  License  Agreement  dated for
reference  purposes only June 30, 1997, under which Agouron and JT granted,  and
Roche received, a license in the Licensed Territory to use, offer for sale, sell
and/or import Products in the Field under  applicable  Agouron/JT  Patent Rights
and  Development   Program  Patent  Rights  and  using   applicable   Agouron/JT
Technology, Roche Technology and Development Program Technology.

         1.03 Roche has certain  capacities to  manufacture  Compound as well as
formulate  Product.  Roche  has  informed  Agouron  and  JT  of  its  desire  to
manufacture  Compound and formulate Product to be sold and/or distributed in the
Licensed    Territory   with   such   Roche    manufacturing   and   formulating
responsibilities to be phased-in over an agreed-to period of time.

         1.04 The parties,  in accordance with the provisions of Section 4.04(f)
of the Agreement,  have discussed in good faith an arrangement under which Roche
could be the  manufacturer  of Compound and the formulator of Product to be sold
and/or distributed in the Licensed Territory.

         1.05 Agouron and JT under certain conditions are willing to grant Roche
certain rights to manufacture  Compound and formulate  Product to be sold and/or
distributed in the Licensed Territory.
<PAGE>

         1.06 Since  Roche's  assumption of the  responsibility  for meeting its
requirements of Compound and Product in the Licensed Territory over the phase-in
period  will  impact the amount and timing of  Agouron's  and JT's  current  and
future  requirements  for  Compound and Product,  their  arrangements  with toll
manufacturers for the manufacture of such Compound and Product and their ability
to  provide  Compound  and  Product to Roche in the  future,  the  parties  have
discussed and agreed upon a schedule under which Agouron and JT will be relieved
of any  responsibility  they have under Section 4.04 of the Agreement to provide
Roche with  Compound  and Product;  Agouron and JT have  indicated to Roche that
under certain  circumstances they are willing to use their reasonable efforts to
supply Roche with Product after the end of such phase-in period.

         1.07  Roche has developed and owns  certain   technology  used  in  the
manufacture of saquinavir, however formulated ("SAQUINAVIR") which if converted,
applied and  scaled-up by Roche*,  could * of Compound as a result of applying *
to a new more cost-efficient method of * for making the Compound to be developed
by Roche. Roche,*


         1.08 To effect  the  preceding  and  clarify  the  parties'  rights and
obligations  under the  Agreement,  the parties  wish to amend the  Agreement as
provided below.


                                    AMENDMENT

2.       GRANT OF RIGHTS TO ROCHE

         2.01 Agouron and JT grant Roche and its Affiliates listed in Attachment
1 hereto,  the non-exclusive  right anywhere in the Territory (without the right
to  sublicense),  under  applicable  Agouron/JT  Patent  Rights and  Development
Program Patent Rights and using applicable Agouron/JT Technology and Development
Program  Technology,  to internally  manufacture*  Roche's  requirements of
Compound using* . Except as provided by Article 3, Roche shall have the right to
* needed for the manufacture of Compound from third party suppliers.

         2.02 Agouron and JT grant Roche and its Affiliates listed in Attachment
1 hereto,  the non-exclusive  right anywhere in the Territory (without the right
to  sublicense),  under  applicable  Agouron/JT  Patent  Rights and  Development
Program Patent Rights and using applicable Agouron/JT Technology and Development
Program  Technology,  to * in the Licensed  Territory.  Notwithstanding the
preceding, Roche shall have the right* 

<PAGE>


         2.03  Except as  otherwise  provided in the  Agreement,  Roche shall be
entitled to manufacture  Compound unless:  (i) the  prerequisite  requirement of
Section  4.04(f) of the Agreement is not satisfied on the second  anniversary of
the Effective Date (i.e.  Roche's FBMC for such Product is more than the FBMC of
alternative  sources for such  Product);  and (ii)  Agouron and JT  subsequently
elect in  writing  to resume  their  responsibility  under  Section  4.04 of the
Agreement to provide  Compound to Roche and are able to directly or  indirectly,
fully satisfy Roche's  projected  needs for Compound;  Agouron's and JT's supply
obligations for Compound under Section 4.04 of the Agreement shall be reinstated
upon the resumption by Agouron and JT of such responsibility.

         2.04 Except as otherwise specifically provided in the Agreement, Roche
shall continue to be entitled to formulate Product to be sold and/or distributed
in the  Licensed  Territory  until * after the cost of Product to be sold and/or
distributed by Agouron or JT in their respective marketing territories * Agouron
and/or JT also been  responsible  for the  formulation  of Product for Roche and
Agouron and JT  subsequently  * under  Section 4.04 of the  Agreement to provide
such Product to Roche and have the ability, directly or indirectly, * determined
pursuant  to the  provisions  of  Section  4.04(b)  of  the  Agreement  for  the
applicable  jurisdiction in which such Product will be sold;  Agouron's and JT's
supply  obligations  for Product under  Section 4.04 of the  Agreement  shall be
reinstated  upon  the  resumption  by  Agouron  and JT of  such  responsibility.
Notwithstanding  Agouron's  and/or  JT's  election  described  in the  preceding
sentence, Roche shall be entitled to elect to continue to formulate Product if *
of Product to be sold and/or  distributed  by Agouron or JT in their  respective
marketing territories.  Additionally, Roche shall also be entitled to * Product.
Roche shall also continue to be entitled to formulate  Product to be sold and/or
distributed  in a  country(s)  located in the  Licensed  Territory  * to be sold
and/or distributed in such country(s).

          2.05 All licenses granted Roche in this Amendment in a country shall
become * in such country in accordance  with the  provisions of Section 5.02(j)
of the Agreement.

         2.06 Roche  shall not have the right to use the  applicable  Agouron/JT
Patent Rights and  Development  Program Patent Rights and applicable  Agouron/JT
Technology  and  Development  Program  Technology for any purpose other than the
manufacture  of  Compound  and/or the  formulation  of Product to be sold and/or
distributed in the Licensed Territory.


<PAGE>



 3.     LIMITATIONS

     3.01 Roche's  rights to manufacture  Compound and formulate  Product shall*
Agouron's and JT's * and needs for the United States of America,  Canada, Japan,
North Korea and South Korea (including  Agouron's and JT's cost of Product to be
sold and/or  distributed  in such  countries)  * Agouron's  and JT's  existing *
Agouron and JT each  acknowledge  that Roche's  rights * Compound and  formulate
Product to be sold and/or distributed in the Licensed Territory shall not affect
such party's * of Compound and Product  provided that Roche * Agouron  and/or JT
as set forth in this  Amendment  and Schedule 2 thereto and to be * as set forth
in Paragraph 3.02 of this Amendment.

     3.02  Relations  with Schedule 1  Manufacturers  including*  and/or * .

     (a)  Roche  shall not  conduct  discussions  and/or  enter  into * for the 
* into the Compound) of Compound  (including*  ) and/or the  formulation  of 
Product with * listed on Schedule 1, including* and/or * . 
     
     (b) Agouron agrees* with Roche its * after calendar * with* and/or* for * 
into the Compound.  

     (c) Roche  acknowledges that  Agouron  has * Compound  at* and/or*  during
each of  calendar  years* in exchange for * . Since the* Roche, * Agouron's and 
JT's * plans * hereby agrees:(i)  during  the  period * to be  responsible  for 
the* each  month an amount of Compound  needed  to * listed  for such  month in 
line 3 of  Schedule  2 of this Amendment;  and  (ii)  during  the  period  * to 
be  responsible  for  the* ; in calculating Roche's responsibility during each 
* calendar 2000 for the * in line 4 of Schedule 2 of this Amendment. If during 
the period* . and/or *

<PAGE>

of  Agouron's  and/or  Roche's  Compound  during a* , the  capacity  of the
available * shall be  allocated  between  Agouron and Roche during such * on a *
basis,  based upon the  ratios of *  provided,  however,  in  calculating  the *
utilized by Roche during a * in line 4 of Schedule 2 of this Amendment  shall be
considered  to have been  utilized by Roche  during  such* . During the period *
Agouron  shall *  between  Agouron  and  Roche * which is in excess of * only if
there is* will Agouron use its reasonable efforts * of Compound. If Roche wishes
to* and/*  which is in excess of* , Roche shall so notify  Agouron.  Roche shall
keep  Agouron  informed  on a  regular  basis  about  Roche's  projected  future
requirements for* . 
     
     (d) If Agouron wishes to maintain * and/or* Roche agrees, as
provide  below,* at such  dedicated* ; provided,  however,  that before  Agouron
enters into such arrangement,  Agouron agrees to discuss with Roche the terms of
any such arrangement and to fully and completely confer in good faith with Roche
about alternative  arrangements thereto. If Agouron after such discussions* , of
Compound at such* ; notwithstanding the preceding,  Roche shall not be obligated
during * of Compound at such * , if it agrees to compensate  Agouron and JT for*
of:  (i)* of  Compound at such* , over (ii) * If after the end of * and/or * are
unable to * of Agouron  and/or  Roche's * the capacity of the available * (up to
the minimum 
<PAGE>


contracted  amount  of  Compound*  ) shall be * based  upon  the  following
ratios:  

     To Agouron = * 

     To Roche = * 

After the end of * Agouron  shall * between
Agouron  and Roche the*  and/or*  which is in excess of the  minimum  contracted
amount of Compound  during a* only if there is available * after  Agouron and JT
have * Agouron use its reasonable efforts to permit Roche to * . If Roche wishes
to * which is in excess of the* , Roche  shall so notify  Agouron.  Roche  shall
keep  Agouron  informed  on a  regular  basis  about  Roche's  projected  future
requirements*  . 

     3.03 Roche, * , shall conduct all activities it deems necessary
to * by applying certain existing technology used in the manufacture of * .

<PAGE>

4.      MARKUP

         4.01 For the rights  granted  pursuant to the  provisions of Paragraphs
2.01-2.04,  Roche  agrees  to pay  Agouron  and JT an  amount  equal to * on the
aggregate  FBMC of  Compound  manufactured  by Roche and Product  formulated  by
Roche.  Roche  shall  account  for and  pay  any  amounts  due  pursuant  to the
provisions of this Paragraph 4.01 because of the  manufacture of Compound and/or
formulation of Product by Roche in a calendar quarter in accordance with written
instructions  provided by Agouron and JT; such  payments  shall be included,  if
possible, with any royalty payments due Agouron and JT for such calendar quarter
pursuant to the provisions of Section  5.02(f) of the  Agreement.  The audit and
payment terms agreed upon by the parties for the audit of Agouron's  FBMC as set
forth in Section  4.04(c) of the  Agreement  and the payment of royalties as set
forth in Section 5.02(f) of the Agreement  shall be applied MUTATIS  MUTANDIS to
the  calculation  of Roche's FBMC and the payment of any amounts due Agouron and
JT.  Notwithstanding  the  preceding,  Roche may calculate and initially pay the
amount of quarterly  payments due pursuant to the  provisions of this  Paragraph
4.01 using an estimated standard cost for Compound and/or Product; to the extent
that there is a difference  in the  estimated  standard cost and actual cost for
Compound  and/or  Product  during a calendar  year Roche shall  recalculate  the
aggregate  amount due for such  calendar  year and the parties  shall settle any
difference in amount due by adjusting  the amount of royalty and other  payments
due for the calendar  quarter ending  December 31st of the  applicable  calendar
year.

5.     LICENSE GRANT TO AGOURON AND JT

        5.01 Roche  grants  Agouron  and JT the  non-exclusive  perpetual  right
anywhere in the Territory (without the right to sublicense),  to manufacture and
have  manufactured the Compound and  intermediates  thereof,  under Roche patent
rights  which  relate to  inventions  made solely by  employees of Roche and its
Affiliates during the development and implementation by Roche of a *

                  .

     5.02 For the rights granted  pursuant to the provisions of Paragraph  5.01,
Agouron  and JT agree  to  compensate  Roche  with an  amount  equal to * of the
reduction of Agouron's and JT's FBMC of Compound  which results from * described
in Paragraph  5.01 in the  manufacture of Compound and  intermediates  thereof *
that is available to Agouron and JT on the date of such manufacture, but only to
the extent  that * (in the absence of license  rights  granted  under  Paragraph
5.01) * owned by Roche (which * a non-appealable  order).  The audit and payment
terms  agreed upon  between the parties for the audit of  Agouron's  FBMC as set
forth in Section  4.04(c) of the  Agreement  and the payment of royalties as set
forth in Section 5.02(f) of the Agreement  shall be applied MUTATIS  MUTANDIS to
the * of Agouron's  and JT's FBMC and the payment of sums due Roche  pursuant to
the  provisions of this Paragraph  5.02.  
<PAGE>

     5.03  Agouron  and JT shall  not have the  right to use the  patent  rights
granted  pursuant to the provisions of Paragraph 5.01 for any purpose other than
to manufacture or have manufactured the Compound and intermediates thereof.

6.       EXCHANGE OF INFORMATION

     6.01 Immediately  after execution of this Amendment by the parties,  and on
an  ongoing  basis  thereafter,  Roche  shall  provide  to  Agouron  and  JT its
information  *  Compound.  Each party  shall  provide  the other  party with its
information  on its  manufacturing  processes  for  Compound  (including*  ) and
formulating  processes  for  Product,  to the extent  that such  information  is
necessary and useful for the manufacture of Compound and formulation of Product.
Such  information  shall  include data prepared for  notification  of regulatory
authorities about * (including * thereof);  for example, data contained in the *
                           .

7.     SUPPLY OBLIGATIONS

         7.01 Roche  acknowledges that its assumption of the  responsibility for
meeting its requirements of Compound and Product in the Licensed  Territory over
the phase-in period described in Schedule 2 will impact the amount and timing of
Agouron's  and JT's  current and future  requirements  for Compound and Product,
their  arrangements with toll manufacturers for the manufacture of such Compound
and Product and their  ability to provide  Compound  and Product to Roche in the
future.  The parties,  as noted below,  have agreed upon a schedule  under which
Agouron and JT will be relieved of any  responsibility  they have under  Section
4.04 of the Agreement to provide Roche with Compound and finished dosage form(s)
of Product after the dates specified below.

         7.02 Except as provided in Schedule 2, Roche agrees that Agouron and JT
will be  relieved  of any  responsibility  they have under  Section  4.04 of the
Agreement  to  provide  Roche with  Compound  after the  Effective  Date of this
Amendment. Notwithstanding the preceding, to the extent Roche wishes to purchase
from  Agouron and JT all or a part of its  requirements  of  Compound  after the
Effective Date of this Amendment,  Agouron and JT agree to use their  reasonable
efforts  to supply  such  Compound  to Roche at the  price set forth in  Section
4.04(b)  of  the  Agreement.  Provided,  however,  that  the  provisions  of the
immediately  preceding sentence shall not obligate Agouron and/or JT to allocate
their available  supply of Compound between the parties after the Effective Date
of this  Amendment in order to supply such  Compound to Roche;  only if there is
available  supply of Compound  after Agouron and JT have  satisfied the needs in
their marketing territories,  will Agouron and JT's have to use their reasonable
efforts to supply Compound to Roche.

     7.03 Agouron's and JT's responsibility under the Agreement to provide Roche
Product are amended as follows:
<PAGE>
     (a) Except as provided in Schedule 2, Roche agrees that Agouron and JT will
be * they have under Section 4.04 of the Agreement * Roche * ; provided however,
for purposes of removal of doubt,  after * Agouron and JT * listed on Schedule 2
for the * . 

     (b)  Notwithstanding  the  provisions  of  Paragraph  7.03(a) to the
extent  Roche,  in  addition  to the  amounts of Product  to be  provided  Roche
pursuant to the provisions of Schedule 2, wishes to purchase from Agouron and JT
all or a part of its additional requirements of Product after the Effective Date
of this  Amendment,  Agouron  and JT agree to use their  reasonable  efforts  to
supply  such  additional  Product  to Roche at the price  set  forth in  Section
4.04(b) of the  Agreement;  further,  Agouron  and JT agree that after * , Roche
upon * prior  notice  before  the  start of the month in which  Roche  wishes to
receive a  delivery  of  additional  Product  can notify  Agouron  and JT of its
election  to * to Roche in such month by up to * of the  amount  listed for such
month on Schedule 2. The parties  shall confer on a regular  basis about * . 

     (c) The provisions of Paragraph  7.03(b) shall not obligate  Agouron and/or
JT to allocate their available  supply of Product between the parties after * in
order to supply  additional  Product to Roche; only if there is available supply
of Product  after  Agouron and JT have  satisfied  the needs in their  marketing
territories,  will  Agouron  and JT's have to use their  reasonable  efforts  to
supply additional Product to Roche. 

     (d) Prior to * , Agouron  and JT agree to use their  reasonable  efforts to
provide  Roche with  finished  dosage  form(s) of  Product  in  accordance  with
Schedule 2. The amounts listed on Schedule 2 plus any amount of Product  ordered
pursuant  to the  provisions  of  Paragraph  7.03(b)  shall be deemed to be firm
orders of Product  ordered from Agouron  and/or JT; to the extent Agouron and/or
JT are able to manufacture or have  manufactured the amount of Product specified
in Schedule 2 plus any amount of Product  ordered  pursuant to the provisions of
Paragraph  7.03(b),  Roche hereby  guarantees that it will purchase such Product
from Agouron and/or JT. 

     (e) If  available  supply of Product for Roche * stated in Schedule 2 prior
to * , Agouron and JT shall * to Agouron, JT and Roche during an applicable * on
a * , based upon the * of such Product in Agouron and JT  territories * , to the
extent  such data is  available)  and the  stated  amount of Roche  requirements
contained in Schedule 2 (* pursuant to the  provisions  of  Paragraph  7.03(b));
provided,  however,  that the  available  supply of Product * purposes  during a
month shall take into  account the amounts of * 

<PAGE>

     Roche  during such month and the amount of * Roche  during such month shall
be considered  as supplied by  Agouron/JT  to Roche.  

     (f) The parties agree that Schedule 2 was calculated and agreed upon by the
parties based Roche * for the  applicable  monthly  periods and that after the *
that the * provisions of Section  5.01(b)(ix)  of the  Agreement,  including the
plus or minus * of forecasted amount,  shall * since Schedule 2 contains an * of
Product  which Roche has requested  Agouron  and/or JT provided to Roche for the
applicable * . 

     7.04 Roche shall pay to Agouron  and/or JT the amount due for its  purchase
of Compound  and/or  Product  within * of the shipping of such  Compound  and/or
Product;  any payment for the  purchase of Compound  and/or  Product that is not
paid on or before  its due date  pursuant  to the terms of this  Paragraph  7.04
shall bear interest at the lower of: (i) the average * as reported by Datastream
from time to time, * ; or (ii) the highest interest rate permitted by applicable
law,  calculated  on the  number  of days in each  month  that such  payment  is
delinquent.  If after * of Compound and/or Product  acquired from Agouron and/or
JT within * of their respective  shipping dates, then Roche shall be required to
* shall be in a form and upon  terms  acceptable  to the party  from  which such
Compound and/or Product is ordered, including that the requirement that the * be
in an amount adequate to pay for Compound and/or Product ordered; thereafter, if
a shipment of Compound  and/or  Product to Roche is not paid for within * of its
shipping date,  such * may be drawn down and * Compound  and/or Product to Roche
upon presentation of * .

     7.05 If Agouron  and/or JT in the future wish to purchase from Roche all or
a part of their  requirements  of  Compound  and/or  Product,  Roche  agrees  to
negotiate  in good  faith a  commercially  reasonable  arrangement  under  which
Agouron  and/or JT may  purchase  such  Compound  and/or  Product  from Roche at
Roche's  FBMC  plus  a  "commercially  reasonable  markup";  such  "commercially
reasonable  markup"  shall not exceed the  aggregate of (i) * of Roche's  actual
third party external costs of manufacturing Compound and/ or formulating Product
(i.e. Roche's costs for * acquired from third parties plus Roche's third party *
costs) and (ii)* of Roche's  internal  costs of  manufacturing  Compound and/ or
formulating Product (i.e. Roche's * ).



<PAGE>


 8.     SCHEDULE 2 OF AGREEMENT

     8.01 Roche  acknowledges  that its * of Compound and Product to be * in the
Licensed  Territory during and after the phase-in period described in Schedule 2
will  render  inapplicable  the  provisions  of the first  sentence  of  Section
5.01(b)(ix)  of the  Agreement  which  provides  for an * of  Schedule  2 of the
Agreement in certain  circumstances  and that  accordingly no * of Schedule 2 of
the  Agreement  shall  be  made.  Notwithstanding  the  preceding:  (i)  royalty
obligations due Agouron and JT pursuant to the provisions of Section  5.01(b)(i)
of the Agreement * during the period * , because of the  application of Schedule
2 of the Agreement shall not exceed the amount of royalties  otherwise due under
Schedule 1 of the  Agreement  by more than* ; and (ii) royalty  obligations  due
Agouron and JT pursuant to the provisions of Section 5.01(b)(i) of the Agreement
on * during  the  period *  because  of the  application  of  Schedule  2 of the
Agreement shall not exceed the amount of royalties  otherwise due under Schedule
1 of the Agreement by more than* .

9.      TRADEMARK/LABELING

         9.01 The  labeling  for any  Product to be sold and/or  distributed  by
Roche,  unless prohibited by law or regulation,  shall state that the Product is
licensed  from Agouron and JT, and indicate that the Product is a product of the
joint development of Agouron, JT and Roche.  Additionally,  unless prohibited by
law  orregulation,  such labeling shall clearly indicate that the Product is not
to be resold in the United  States,  Canada,  Japan  (other  than those areas in
Japan licensed to Roche), North Korea and South Korea.

10.     REMAINING AGREEMENT TERMS

                  10.01  Except as expressly  amended by the terms  contained in
this Amendment,  the provisions of the Agreement,  as previously amended,  shall
remain in full force and effect.




<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  their duly  authorized
representatives  to enter into this  Amendment to the  VIRACEPT(TM)  (Nelfinavir
Mesylate) License Agreement, effective as of the Effective Date.


AGOURON PHARMACEUTICALS, INC.                JAPAN TOBACCO INC.

By:      s/s Gary Friedman                   By:     /s/ Masakazu Kakei
Name:    Gary Friedman                       Name:   Masakazu Kakei
Title:   Corp. Vice President                Title:  Executive Director

By:      /s/ R. Kent Snyer                    By:     /s/ Tatsuya Yoneyama
Name:    R. Kent Snyder                       Name:   Tatsuya Yoneyama
Title:   Sr. Vice President                   Title:  Vice President, Business
                                                      Devel., Pharmaceuticals
                                                      Division
F. HOFFMANN-LA ROCHE LTD

By:    /s/ St. Arnold
Name:  St. Arnold
Title: Vice Director

By:    /s/ B. Scholl
Name:  B. Scholl
Title: Vice Director



<PAGE>


                                                     


                                   SCHEDULE 1



                                       *

*.

*


<PAGE>




                                   SCHEDULE 2

                                        *


<PAGE>


                                   SCHEDULE 2

                                        *


<PAGE>


                                   SCHEDULE 2

                                        *


<PAGE>


                                   SCHEDULE 2

                                        *


<PAGE>


                                   SCHEDULE 2

                                        *



<PAGE>


                                  ATTACHMENT 1

1.       *

2.       *

3.       *

4.       *

5.       *

6.       *

7.       *


*



                                                       .