EXHIBIT 99



              UNDERTAKING FOR FORM S-8 REGISTRATION STATEMENT



With respect to the Registration Statement previously filed by the 
Company on Form S-8, the Company hereby undertakes as follows:

Insofar as indemnification for liabilities arising under the Securities 
Act of 1933 may be permitted to directors, officers and controlling 
persons of the Company pursuant to the foregoing provisions, or 
otherwise, the Company has been advised that in the opinion of the 
Securities and Exchange Commission such indemnification is against 
public policy as expressed in the Act and is, therefore, unenforceable.  
In the event that a claim for indemnification against such liabilities 
(other than the payment by the Company of expenses incurred or paid by a 
director, officer or controlling person of the Company 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 registered, the Company 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.