EXHIBIT (f)

Louisiana Business Corporation Law, RS 12:131

Section 131. Rights of a shareholder dissenting from certain corporate actions

A. Except as provided in Subsection B of this Section, if a corporation has, by
vote of its shareholders, authorized a sale, lease or exchange of all of its
assets, or has, by vote of its shareholders, become a party to a merger or
consolidation, then, unless such authorization or action shall have been given
or approved by at least eighty per cent of the total voting power, a shareholder
who voted against such corporate action shall have the right to dissent. If a
corporation has become a party to a merger pursuant to R.S. 12:112(G), the
shareholders of any subsidiaries party to the merger shall have the right to
dissent without regard to the proportion of the voting power which approved the
merger and despite the fact that the merger was not approved by vote of the
shareholders of any of the corporations involved.

B. The right to dissent provided by this Section shall not exist in the case of:

         (1) A sale pursuant to an order of a court having jurisdiction in the
premises.

         (2) A sale for cash on terms requiring distribution of all or
substantially all of the net proceeds to the shareholders in accordance with
their respective interests within one year after the date of the sale.

         (3) Shareholders holding shares of any class of stock which, at the
record date fixed to determine shareholders entitled to receive notice of and to
vote at the meeting of shareholders at which a merger or consolidation was acted
on, were listed on a national securities exchange, or were designated as a
national market system security on an inter-dealer quotation system by the
National Association of Securities Dealers, unless the articles of the
corporation issuing such stock provide otherwise or, except in the case of
shareholders of a corporation surviving the merger or consolidation in which
each share of such corporation outstanding immediately prior to the effective
date of the merger or consolidation is an identical outstanding or treasury
share of such corporation after the effective date of the merger or
consolidation, the shares of such shareholders were not converted by the merger
or consolidation solely into shares of the surviving or new corporation.

C.       (1)(a) Except as provided in Paragraph (4) of this Subsection, any
shareholder electing to exercise such right of dissent shall file with the
corporation, prior to or at the meeting of shareholders at which such proposed
corporate action is submitted to a vote, a written objection to such proposed
corporate action, and shall vote his shares against such action. If such
proposed corporate action be taken by the required vote, but by less than eighty
percent of the total voting power, and the merger, consolidation or sale, lease
or exchange of assets authorized thereby be effected, the corporation shall
promptly thereafter give written notice thereof to each shareholder who filed
such written objection to, and voted his shares against, such action, at such
shareholder's last address on the corporation's records.

         (b) An affidavit of the secretary or assistant secretary or of the
transfer agent of the corporation that such notice has been given shall, in the
absence of fraud, be prima facie evidence of the facts stated therein.

                                  Exhibit (f)-1



         (2) Each such shareholder may, within twenty days after the mailing of
such notice to him, but not thereafter, file with the corporation a demand in
writing for the fair cash value of his shares as of the day before such vote was
taken; provided that he state in such demand the value demanded, and a post
office address to which the reply of the corporation may be sent, and at the
same time deposit in escrow in a chartered bank or trust company located in the
parish of the registered office of the corporation, the certificates
representing his shares, duly endorsed and transferred to the corporation upon
the sole condition that said certificates shall be delivered to the corporation
upon payment of the value of the shares determined in accordance with the
provisions of this Section. With his demand the shareholder shall deliver to the
corporation, the written acknowledgment of such bank or trust company that it so
holds his certificates of stock.

         (3) Unless the objection, demand, and acknowledgment are made and
delivered by the shareholder within the period limited in Paragraphs (1) and
(2), he shall conclusively be presumed to have acquiesced in the corporate
action proposed or taken.

         (4) In the case of a merger pursuant to R.S. 12:112(G), the dissenting
shareholder need not file an objection with the corporation nor vote against the
merger, but need only file with the corporation within twenty days after a copy
of the merger certificate was mailed to him, a demand in writing for the cash
value of his shares as of the day before the certificate was filed with the
secretary of state, state in such demand the value demanded and a post office
address to which the corporation's reply may be sent, deposit the certificates
representing his shares in escrow as provided in Paragraph (2), and deliver to
the corporation with his demand the acknowledgment of the escrow bank or trust
company as prescribed in Paragraph (2).

D. If the corporation does not agree to the value so stated and demanded, or
does not agree that a payment is due, it shall, within twenty days after receipt
of such demand and acknowledgment, notify in writing the shareholder, at the
designated post office address, of its disagreement, and shall state in such
notice the value it will agree to pay if any payment should be held to be due;
otherwise it shall be liable for, and shall pay to the dissatisfied shareholder,
the value demanded by him for his shares.

E. In case of disagreement as to such fair cash value, or as to whether any
payment is due, after compliance by the parties with the provisions of
subsections C and D of this section, the dissatisfied shareholder, within sixty
days after receipt of notice in writing of the corporation's disagreement, but
not thereafter, may file suit against the corporation, or the merged or
consolidated corporation, as the case may be, in the district court of the
parish in which the corporation or the merged or consolidated corporation, as
the case may be, has its registered office, praying the court to fix and decree
the fair cash value of the dissatisfied shareholder's shares as of the day
before such corporate action complained of was taken, and the court shall, on
such evidence as may be adduced in relation thereto, determine summarily whether
any payment is due, and, if so, such cash value, and render judgment
accordingly. Any shareholder entitled to file such suit may, within such
sixty-day period but not thereafter, intervene as a plaintiff in such suit filed
by another shareholder, and recover therein judgment against the corporation for
the fair cash value of his shares. No order or decree shall be made by the court
staying the proposed corporate action, and any such corporate action may be
carried to completion notwithstanding any such suit. Failure of the shareholder
to bring suit, or to intervene in such a suit, within sixty days after receipt
of

                                  Exhibit (f)-2



notice of disagreement by the corporation shall conclusively bind the
shareholder (1) by the corporation's statement that no payment is due, or (2) if
the corporation does not contend that no payment is due, to accept the value of
his shares as fixed by the corporation in its notice of disagreement.

F. When the fair value of the shares has been agreed upon between the
shareholder and the corporation, or when the corporation has become liable for
the value demanded by the shareholder because of failure to give notice of
disagreement and of the value it will pay, or when the shareholder has become
bound to accept the value the corporation agrees is due because of his failure
to bring suit within sixty days after receipt of notice of the corporation's
disagreement, the action of the shareholder to recover such value must be
brought within five years from the date the value was agreed upon, or the
liability of the corporation became fixed.

G. If the corporation or the merged or consolidated corporation, as the case may
be, shall, in its notice of disagreement, have offered to pay to the
dissatisfied shareholder on demand an amount in cash deemed by it to be the fair
cash value of his shares, and if, on the institution of a suit by the
dissatisfied shareholder claiming an amount in excess of the amount so offered,
the corporation, or the merged or consolidated corporation, as the case may be,
shall deposit in the registry of the court, there to remain until the final
determination of the cause, the amount so offered, then, if the amount finally
awarded such shareholder, exclusive of interest and costs, be more than the
amount offered and deposited as aforesaid, the costs of the proceeding shall be
taxed against the corporation, or the merged or consolidated corporation, as the
case may be; otherwise the costs of the proceeding shall be taxed against such
shareholder.

H. Upon filing a demand for the value of his shares, the shareholder shall cease
to have any of the rights of a shareholder except the rights accorded by this
section. Such a demand may be withdrawn by the shareholder at any time before
the corporation gives notice of disagreement, as provided in subsection D of
this section. After such notice of disagreement is given, withdrawal of a notice
of election shall require the written consent of the corporation. If a notice of
election is withdrawn, or the proposed corporate action is abandoned or
rescinded, or a court shall determine that the shareholder is not entitled to
receive payment for his shares, or the shareholder shall otherwise lose his
dissenter's rights, he shall not have the right to receive payment for his
shares, his share certificates shall be returned to him (and, on his request,
new certificates shall be issued to him in exchange for the old ones endorsed to
the corporation), and he shall be reinstated to all his rights as a shareholder
as of the filing of his demand for value, including any intervening preemptive
rights, and the right to payment of any intervening dividend or other
distribution, or, if any such rights have expired or any such dividend or
distribution other than in cash has been completed, in lieu thereof, at the
election of the corporation, the fair value thereof in cash as determined by the
board as of the time of such expiration or completion, but without prejudice
otherwise to any corporate proceedings that may have been taken in the interim.

                                  Exhibit (f)-3