Exhibit 99


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.


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