Exhibit 99.1


FORM S-8 UNDERTAKING


     The following is incorporated by reference in Item 21 of Part II of the
registrant's registration statements on Form S-8:
           
          Insofar as indemnification for liabilities arising under the
          Securities Act of 1933 may be permitted to directors, officers and
          controlling persons of the registrant pursuant to the foregoing
          provisions, or otherwise, the registrant has been advised that in
          the opinion of the Securities and Exchange Commission such
          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 registrant of expenses incurred or paid by a director,
          officer or controlling person of the registrant in the successful
          defense of any action, suit or proceeding) is asserted by such
          director, officer or controlling person in connection with the
          securities being registered, the registrant will, unless in the
          opinion of its counsel the matter has been settled by controlling
          precedent, submit to a court of appropriate jurisdiction the
          question whether such indemnification by it is against public
          policy as expressed in the Act and will be governed by the final
          adjudication of such issue.