EXHIBIT 99

                                  UNDERTAKINGS

     For the purposes of complying with the amendments to the rules governing
Form S-8 under the Securities Act of 1933 (the "Securities Act"), the
Registrant hereby undertakes as follows, which undertaking shall be
incorporated by reference into Registrant's Statement on Form S-8 Nos.
333-04273 (filed May 22, 1996), 333-175155 (filed December 2, 1996),
333-41447 (filed December 4, 1997) and 333-92531 (filed December 10,1999):

     Insofar as indemnification for liabilities arising under the Securities
     Act may be permitted to directors, officers and controlling persons of
     the Registrant, 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 Securities 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 Securities Act and will be governed by the final
     adjudication of such issue.