EXHIBIT 1.4

LETTER OF TRANSMITTAL

OFFER FOR ALL OUTSTANDING
PRIVATELY PLACED 11% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2008
IN EXCHANGE FOR
NEW 11% SENIOR SUBORDINATED DISCOUNT NOTES DUE 2008
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND FOR ALL OUTSTANDING SHARES OF
PRIVATELY PLACED 13 1/2% EXCHANGEABLE PREFERRED STOCK MANDATORILY REDEEMABLE
IN EXCHANGE FOR
NEW SHARES OF 13 1/2% EXCHANGEABLE PREFERRED STOCK MANDATORILY REDEEMABLE 2010
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
OF
HARBORSIDE HEALTHCARE CORPORATION

THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON NOVEMBER 30, 1998, UNLESS EXTENDED

THE EXCHANGE AGENT IS UNITED STATES TRUST COMPANY OF NEW YORK, WHOSE
MAILING ADDRESSES AND FACSIMILE NUMBER ARE AS FOLLOWS AND WHOSE TELEPHONE NUMBER
IS (800) 548-6565:

BY REGISTERED OR CERTIFIED MAIL: BY HAND DELIVERY BEFORE 4:30 PM. E.S.T.:
United States Trust Company of New York United States Trust Company of New York
P.O. Box 843 111 Broadway
Cooper Station New York, New York 10006
New York, New York 10276 Attention: Lower Level Corporate Trust Window
Attention: Corporate Trust Services

BY FACSIMILE: BY OVERNIGHT COURIER AND BY HAND DELIVERY AFTER
(212) 780-0592 4:30 PM. E.S.T. ON THE EXPIRATION DATE ONLY:
Attention: Customer Service United States Trust Company of New York
Confirm by telephone: (800) 548-6565 770 Broadway, 13th Floor
New York, New York 10003

DESCRIPTION OF SECURITIES TENDERED

NAME AND ADDRESS OF REGISTERED HOLDER AS IT APPEARS
ON THE PRIVATELY PLACED 11% SENIOR SUBORDINATED CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT OF
DISCOUNT NOTES DUE 2008 ("OLD NOTES") OF OLD NOTES TRANSMITTED OLD NOTES TRANSMITTED

______________________________________________________ __________________________ _______________________
______________________________________________________ __________________________ _______________________
______________________________________________________ __________________________ _______________________
______________________________________________________ __________________________ _______________________
______________________________________________________ __________________________ _______________________

NAME AND ADDRESS OF REGISTERED HOLDER AS IT
APPEARS ON THE PRIVATELY PLACED 13 1/2% CERTIFICATE NUMBER(S) NUMBER OF SHARES OF
EXCHANGEABLE PREFERRED STOCK MANDATORILY OF OLD PREFERRED STOCK OLD PREFERRED STOCK
REDEEMABLE 2010 ("OLD PREFERRED STOCK") TRANSMITTED TRANSMITTED

NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

1. The undersigned hereby agrees to exchange (i) the aggregate principal
amount of privately placed 11% Senior Subordinated Discount Notes Due 2008 (the
"Old Notes") of Harborside Healthcare Corporation, a Delaware corporation (the
"Company"), specified on the first page of this Letter of Transmittal (if any)
for a like principal amount of new 11% Senior Subordinated Discount Notes Due
2008 (the "New Notes") of the Company which have been registered under the
Securities Act of 1933, and/or (ii) the number of shares of privately placed 13
1/2% Exchangeable Preferred Stock Mandatorily Redeemable 2010 (the "Old
Preferred Stock," and together with the Old Notes, the "Old Securities") of the
Company specified on the first page of this Letter of Transmittal (if any), plus
any shares of Old Preferred Stock paid as dividends thereon prior to the closing
of the Exchange Offer, for the same number of new shares of 13 1/2% Exchangeable
Preferred Stock Mandatorily Redeemable 2010 (the "New Preferred Stock," and
together with the New Notes, the "New Securities") of the Company which have
been registered under the Securities Act of 1933, upon the terms and subject to
the conditions contained in the Registration Statement on Form S-4 filed by the
Company and other Registrants with the Securities and Exchange Commission (the
"Registration Statement") and the accompanying Prospectus dated October 28, 1998
included therein (the "Prospectus"), receipt of which is hereby acknowledged.

2. The undersigned hereby acknowledges that a dividend is payable on the
Old Preferred Stock on November 1, 1998, which dividend will be paid in
additional shares of Old Preferred Stock. Accordingly, if this Letter of
Transmittal is being completed after November 1, 1998, the number of shares of
Old Preferred Stock specified on the front page of this Letter of Transmittal
(if any) includes such dividend shares.

3. The undersigned hereby represents and warrants that he, she or it has
full authority to tender the Old Securities described above. The undersigned
will, upon request, execute and deliver any additional documents deemed by the
Company to be necessary or desirable to complete the exchange of the Old
Securities.

4. The undersigned understands that the tender of the Old Securities
pursuant to all of the procedures set forth in the Prospectus will constitute an
agreement between the undersigned and the Company as to the terms and conditions
set forth in the Prospectus.

5. The undersigned hereby represents and warrants that the undersigned is
acquiring the New Securities in the ordinary course of the business of the
undersigned and that the undersigned is not engaged in, and does not intend to
engage in, a distribution of the New Securities.

6. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Securities for its own account as a result of
market-making activities or other trading activities and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
any resale of the New Securities received hereby. The acknowledgment contained
in the foregoing sentence shall not be deemed an admission that the undersigned
is an "underwriter" within the meaning of the Securities Act.

7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.

SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS

(SEE INSTRUCTION 1)

To be completed ONLY IF the New Securities are to be issued in the name of
someone other than the undersigned or are to be sent to someone other than the
undersigned or to the undersigned at an address other than that provided above.

ISSUE TO:

Name______________________________________________
(Please Print)

Address___________________________________________

___________________________________________

___________________________________________
(Include Zip Code)

MAIL TO:

Name______________________________________________
(Please Print)

Address___________________________________________

___________________________________________

___________________________________________
(Include Zip Code)

SIGNATURE

________________________________________________
(Name of Registered Holder)

By: ___________________________________________
Name:
Title:

Date: ___________________________________________

(Must be signed by registered holder exactly as name appears on Old Securities.
If signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.)

Address:__________________________________________

__________________________________________

Telephone No._____________________________________

Taxpayer Identification No.:_____________________________________

Signature Guaranteed By:_________________________________________
(See Instruction 1)

Title:____________________________________________

Name of Institution:______________________________

Address:__________________________________________

Date:_____________________________________________

PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM A PART OF THIS LETTER OF
TRANSMITTAL.

INSTRUCTIONS

1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or by
a commercial bank or trust company having an office or correspondent in the
United States which is a member of a recognized Medallion Signature Program
approved by the Securities Transfer Association, Inc. (an "Eligible
Institution"), unless (i) the "Special Issuance and Delivery Instructions" above
have not been completed or (ii) the Old Securities are tendered for the account
of an Eligible Institution.

2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD SECURITIES. The properly
completed and duly executed Letter of Transmittal (or a facsimile thereof)
should be mailed or delivered to the Exchange Agent at one of the addresses set
forth above. In addition, either (i) certificates for Old Securities being
tendered must be received by the Exchange Agent along with the Letter of
Transmittal, or (ii) a timely confirmation of a book-entry transfer (a "Book-
Entry Confirmation") of Old Securities being tendered into the Exchange Agent's
account at The Depository Trust Company pursuant to the procedure for book-entry
transfer described in the Prospectus, must be received by the Exchange Agent
prior to the Expiration Date, or (iii) the holder must comply with the
guaranteed delivery procedures described below.

THE METHOD OF DELIVERY OF LETTERS OF TRANSMITTAL, OLD SECURITIES AND OTHER
DOCUMENTS IS AT THE ELECTION AND RISK OF THE RESPECTIVE HOLDER. IF DELIVERY IS
BY MAIL, REGISTERED MAIL (WITH RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.

3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to tender
their Old Securities and (i) whose Old Securities are not immediately available
or (ii) who cannot deliver their Old Securities, the Letter of Transmittal or
any other required documents to the Exchange Agent prior to the Expiration Date,
or (iii) who cannot complete the procedure for book-entry transfer on a timely
basis, may effect a tender if:

(a) The tender is made through an Eligible Institution;

(b) Prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed
Notice of Guaranteed Delivery substantially in the form provided by
the Company (by facsimile transmission, mail or hand delivery) setting
forth the name and address of the holder of the Old Securities and the
amount of Old Securities tendered, stating that the tender is being
made thereby and guaranteeing that, within five New York Stock
Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, Letter of Transmittal (or facsimile
thereof) together with certificate(s) representing all physically
tendered Old Securities, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by
the Letter of Transmittal, will be deposited by the Eligible
Institution with the Exchange Agent; and

(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) for all physically
tendered Old Securities, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by
the Letter of Transmittal, are received by the Exchange Agent within
five NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.

4. SIGNATURES ON LETTER OF TRANSMITTAL, POWERS OF ATTORNEY AND
ENDORSEMENTS. If this Letter of Transmittal is signed by a person other than a
registered holder of any Old Securities, such Old
5

Securities must be endorsed or accompanied by appropriate powers of attorney, in
either case signed exactly as the name or names of the registered holder or
holders appear on the Old Securities.

If this Letter of Transmittal or any Old Securities or powers of attorney
are signed by trustees, executors, administrators, guardians, attorneys-in-fact,
officers of corporations or others acting in a fiduciary or representative
capacity, such person should so indicate when signing, and, unless waived by the
Company, proper evidence satisfactory to the Company of their authority to so
act must be submitted.

5. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt) and acceptance of tendered Old Securities will be
determined by the Company, in its sole discretion, which determination will be
final and binding. The Company reserves the absolute right to reject any or all
tenders of any particular Old Securities not properly tendered or to not accept
any particular Old Securities which acceptance might, in the judgment of the
Company or its counsel, be unlawful. The Company also reserves the absolute
right to waive any defects or irregularities or conditions of the Exchange Offer
as to particular Old Securities either before or after the Expiration Date
(including the right to waive the ineligibility of any holder who seeks to
tender Old Securities in the Exchange Offer). The interpretation of the terms
and conditions of the Exchange Offer as to any particular Old Securities either
before or after the Expiration Date (including this Letter of Transmittal and
the instructions) by the Company will be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of Old
Securities for exchange must be cured within such reasonable period of time as
the Company shall determine. Neither the Company, the Exchange Agent nor any
other person shall be under any duty to give notification of any defect or
irregularity with respect to any tender of Old Securities for exchange, nor
shall any of them incur any liability for failure to give such notification.
Tenders of Old Securities will not be deemed to have been made until such
defects or irregularities have been cured or waived. Any Old Securities
received by the Exchange Agent that are not properly tendered and as to which
the defects or irregularities have not been cured or waived will be returned by
the Exchange Agent to the tendering holder thereof.

IMPORTANT TAX INFORMATION

A holder of an Old Security whose tendered Old Securities are accepted for
exchange is required to provide the Exchange Agent (as agent for the payer) with
his or her correct taxpayer identification number ("TIN") on Substitute Form W-9
below. If such holder of an Old Security is an individual, the TIN is his or
her social security number. If the Exchange Agent is not provided with the
correct TIN or an adequate basis for exemption, the holder may be subject to a
$50 penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such holder with respect to New Securities received pursuant to the
Offer may be subject to backup withholding.

Certain holders of Securities (including, among others, all corporations
and certain foreign individuals) may not be subject to these backup withholding
and reporting requirements. See the enclosed Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9 for additional
instructions.

If backup withholding applies, the Exchange Agent is required to withhold
31 percent of any payments made to the holder of the Security. Backup
withholding is not an additional tax. Rather, the federal income tax liability
of persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained.

To prevent backup withholding, each tendering holder of Old Securities is
required to notify the Exchange Agent of his, her or its correct TIN by
completing the Substitute Form W-9 below certifying the TIN provided on such
form is correct (or that such holder is awaiting a TIN) and that (1) the holder
is exempt from backup withholding, (2) the holder has not been notified by the
Internal Revenue Service that he, she or it is subject to backup withholding as
a result of a failure to report all interest or dividends or (3) the Internal
Revenue Service has notified the holder that he, she or it is no longer subject
to backup withholding.

The holder of an Old Security is required to give the Exchange Agent the
social security number or employer identification number of the record owner of
such Old Security. If the Old Securities are in more than one name or are not
in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidelines on which number to report.

The box in Part 3 of the Substitute Form W-9 may be checked if the
submitting holder has not been issued a TIN or intends to apply for a TIN in the
near future. If the box in Part 3 is checked, the holder or other payee must
also complete the Certificate of Awaiting Taxpayer Identification Number below
in order to avoid backup withholding. Notwithstanding that the box in Part 3 is
checked and the Certificate of Awaiting Taxpayer Identification Number is
completed, the Exchange Agent will withhold 31% on all payments made prior to
the time a properly certified TIN is provided to the Exchange Agent. However,
such amounts may be refunded to such holder if a TIN is provided to the Exchange
Agent within 60 days.

If the tendering holder of Old Securities is a nonresident alien or foreign
entity not subject to backup withholding, such holder must give the Company a
properly completed Form W-8, Certificate of Foreign Status, signed under
penalties of perjury, attesting to his, her or its exempt status. Such forms
may be obtained from the Exchange Agent.

PAYER'S NAME: UNITED STATES TRUST COMPANY OF NEW YORK,
AS AGENT

- -----------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 PLEASE PROVIDE YOUR TIN IN Social Security Number
FORM W-9 THE BOX AT RIGHT AND CERTIFY BY or
SIGNING AND DATING BELOW Employer Identification Number:

_______________________

- -----------------------------------------------------------------------------------------------------

DEPARTMENT OF THE PART 2 Certification Under penalties of perjury, I certify that:
TREASURY (1) The number shown on this form is my correct Taxpayer identification
INTERNAL REVENUE SERVICE Number (or I am waiting for a number to be issued to
me) and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, (b) I have not been notified by the
PAYER'S REQUEST FOR Internal Revenue Service (the "IRS") that I am subject to backup
TAXPAYER IDENTIFICATION withholding as a result of a failure to report all interest or
NUMBER "TIN" dividends or (c) the IRS has notified me that I am no longer subject
to backup withholding.
Certification Instructions You must cross out Item (2) above if you
have been notified by the IRS that you are currently subject to
backup withholding because of under-reporting of interest or
dividends on your tax return. However, if after being notified by
the IRS that you were subject to backup withholding you received
another notification from the IRS that you are no longer subject to
backup withholding, do not cross out such Item (2).
--------------------------------------------------------------------------
PART 3
SIGNATURE:_______________ DATE:________ Awaiting
TIN [_]
--------------------------------------------------------------------------

NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE WITH RESPECT TO THE SECURITIES SUBSEQUENT TO
THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR
CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9"
FOR ADDITIONAL DETAILS.

YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9

- --------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER

I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31 percent of
all reportable payments made to me thereafter will be withheld until I provide a
number.

_________________________________ __________________________________
Signature Date

- --------------------------------------------------------------------------------

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

Guidelines for Determining the Proper Identification Number to Give the Payer.
- -- Social Security numbers have nine digits separated by two hyphens: i.e., 000-
00-0000. Employer identification numbers have nine digits separated by only one
hyphen: i.e., 00-0000000. The table below will help determine the number to give
the payer.

- ------------------------------------------------------------
Give the Social Security
For This Type of Account: Number
of --
- ------------------------------------------------------------
1. An individual The individual
2. Two or more individuals The actual owner of the
(joint account) account or, if combined
funds, any one of the
individuals (1)
3. Husband and wife (joint The actual owner of the
account) account or, if joint
funds, either person (1)
4. Custodian account to a The minor (2)
minor (Uniform Gift to
Minors Act)
5. Adult and minor (joint The adult or, if the
account) minor is the only
contributor, the minor
(1)
6. Account in the name of The ward, minor, or
guardian or committee incompetent person (3)
for a designated ward,
minor, or incompetent
person.
7. a. The usual The grantor-trustee (1)
revocable savings
trust account
(grantor is also
trustee) The actual owner (1)
b. So-called trust
account that is not
a legal or valid
trust under State
law
8. Sole proprietorship The owner (4)
account
- ------------------------------------------------------------

- ------------------------------------------------------------
Give the Employer
For This Type of Account Identification Number
of --
- ------------------------------------------------------------
9. A valid trust, estate, The legal entity (Do
or pension fund not furnish the
identifying member of
the personal
representative or
trustee unless the
legal entity itself is
not designated in the
account title.) (5)
10. Corporate account The corporation
11. Religious, charitable, The organization
or educational
organization account
12. Partnership account held The partnership
in the name of the
business
13. Association, club, or The organization
other tax-exempt
organization
14. A broker or registered The broker or nominee
nominee
15. Account with the The public entity
Department of
Agriculture in the name
of a public entity (such
as a State or local
government, school
district, or prison)
that receives
agricultural program
payments

_____________________
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security
number.
(3) Circle the ward's, minor's or incompetent person's name and furnish
such person's social security number.
(4) You must show your individual name, but you may also enter your
business or "doing business as" name. You may use either your Social
Security number or Employer identification number (if you have one).
(5) List first and circle the name of the legal trust, estate, or pension
trust.
Note: If no name is circled when there is more than one name, the number
will be considered to be that of the first name listed.

GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER
ON SUBSTITUTE FORM W-9

Page 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card, or Form
SS-4, Application for Employer Identification Number (for business and all other
entities), at the local office to the Social Security Administration or the
Internal Revenue Service (the "IRS") and apply for a number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees specifically exempted from backup withholding on all payments except
certain barter exchange and patronage dividends include the following:

. A corporation.
. A financial institution.
. An organization exempt from tax under section 501(a) of the Internal Revenue
Code of 1986, as amended (the "Code"), or an individual retirement plan, or a
custodial account under section 403(b)(7) of the Code, if the account
satisfies the requirements of section 401(f)(2) of the Code.
. The United States or any agency or instrumentality thereof.
. A State, the District of Columbia, a possession of the United States, or any
subdivision or instrumentality thereof.
. A foreign government, a political subdivision of a foreign government, or any
agency or instrumentality thereof.
. An international organization or any agency, or instrumentality thereof.

Payees specifically exempted from backup withholding on all payments except
payments subject to reporting under section 6041 and 6041A of the code and
barter exchange and patronage dividends include:

. A dealer in securities required to register in the U.S., the District of
Columbia, or a possession of the U.S.
. A real estate investment trust.
. A common trust fund operated by a bank under section 584(a) of the Code.
. An exempt charitable remainder trust, or a non-exempt trust described in
section 4947(a)(1) of the Code.
. An entity registered at all times under the Investment Company Act of 1940.
. A foreign central bank of issue.
. A middleman known in the investment community as a nominee or who is listed
in the most recent publication of the American Society of Corporate
Securities, Inc., Nominee List.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

. Payments to nonresidential aliens subject to withholding under section 1441
of the Code.
. Payments to partnerships not engaged in a trade or business in the U.S. and
which have at least one nonresident partner.
. Payments of patronage dividends where the amount received is not paid in
money.
. Payments made by certain foreign organizations.
. Payments made to a nominee.
. Section 401(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

. Payments of interest on obligations issued by individuals. Note: You may be
subject to backup withholding if this interest is $600 or more and is paid in
the course of the payer's trade or business and you have not provided your
correct taxpayer identification number to the payer.
. Payments of tax-exempt interest (including exempt-interest dividends under
section 852 of the Code).
. Payments described in section 6049(b)(5) of the code to nonresident aliens.
. Payments on tax-free covenant bonds under section 1451 of the Code.
. Payments made by certain foreign organizations.
. Payments made to a nominee.

Exempt Payees described above should file Form W-9 to avoid possible erroneous
backup withholding. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, AND RETURN IT TO
THE PAYER. IF THE PAYMENTS ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS,
ALSO SIGN AND DATE THE FORM.

Certain payments other than interest dividends, and patronage dividends, that
are not subject information reporting are also not subject to backup
withholding. For details, see the regulations under sections 6041, 6041A(a),
6045, and 6050A of the Code and the Treasury regulations promulgated thereunder.

PRIVACY ACT NOTICE

Section 6109 of the Code requires most recipients of dividend, interest, or
other payments to give taxpayer identification numbers to payers who must report
the payments to the IRS. The IRS uses the numbers for identification purposes.
Payers must be given the numbers whether or not recipients are required to file
tax returns. Payers must generally withhold 31% of taxable interest, dividend,
and certain other payments to payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. -- If you
fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is
due to a reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. -- If you
make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Falsifying certifications
or affirmations may subject you to criminal penalties including fines
and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT
OR THE IRS.