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.