EXHIBIT 99.1
                             LETTER OF TRANSMITTAL

                               BWAY Corporation

       OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 10% SENIOR SUBORDINATED
    NOTES DUE 2010 ISSUED ON NOVEMBER 27, 2002 FOR 10% SENIOR SUBORDINATED
                   NOTES DUE 2010 WHICH HAVE BEEN REGISTERED
                       UNDER THE SECURITIES ACT OF 1933

                Pursuant to the Prospectus, dated        , 2003

  THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON         ,
  2003 UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR
  TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. WHERE THE
  EXPIRATION DATE HAS BEEN EXTENDED, TENDERS PURSUANT TO THE EXCHANGE OFFER AS
  OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE MAY NOT BE WITHDRAWN AFTER THE
  DATE OF THE PREVIOUSLY SCHEDULED EXPIRATION DATE.

               DELIVERY TO: The Bank of New York, EXCHANGE AGENT

                               BY HAND, MAIL OR
                                   OVERNIGHT
                                   COURIER:
                             The Bank of New York
                          Corporate Trust Operations
                              Reorganization Unit
                          101 Barclay Street - 7 East
                           New York, New York 10286
                                     Attn:

    For Information Call:        BY FACSIMILE         Confirm By Telephone:
                                 (for Eligible
                              Institutions Only):
                                (212) 298-1915
                                     Attn:

   DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF THIS LETTER OF TRANSMITTAL VIA FACSIMILE TO A NUMBER
OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.

   PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING
                                 ANY BOX BELOW



   The undersigned acknowledges that he, she or it has received this Letter of
Transmittal (the "Letter") and the Prospectus, dated             , 2003 (the
"Prospectus"), of BWAY Corporation (the "Company"), relating to its offer to
exchange up to $200,000,000 aggregate principal amount of its 10% Senior
Subordinated Notes due 2010 (the "New Notes"), which have been registered under
the Securities Act of 1933, as amended (the "Securities Act"), for a like
principal amount of its issued and outstanding 10% Senior Subordinated Notes
due 2010 (the "Old Notes") from the registered holders thereof (the "Holders").
The Prospectus and this Letter together constitute the Company's offer to
exchange (the "Exchange Offer") its Old Notes for a like principal amount of
its New Notes from the Holders.

   For each Old Note accepted for exchange, the Holder of such Old Note will
receive a New Note having a principal amount equal to that of the surrendered
Old Note. The New Notes will accrue interest from the last interest payment
date on which interest was paid on the Old Notes or, if no interest has been
paid on the Old Notes, from the issue date of the Old Notes. Accordingly,
registered Holders of New Notes on the relevant record date for the first
interest payment date following the consummation of the Exchange Offer will
receive interest accruing from the last interest payment date on which interest
was paid or, if no interest has been paid, from the issue date of the Old
Notes. Old Notes accepted for exchange will cease to accrue interest from and
after the date of consummation of the Exchange Offer. Holders of Old Notes
whose Old Notes are accepted for exchange will not receive any payment in
respect of accrued interest on such Old Notes otherwise payable on any interest
payment date the record date for which occurs on or after consummation of the
Exchange Offer.

   This Letter is to be completed by a Holder of Old Notes either if
certificates are to be forwarded herewith or if a tender of certificates for
Old Notes, if available, is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company ("DTC") (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Holders of Old
Notes whose certificates are not immediately available, or who are unable to
deliver their certificates or confirmation of the book-entry tender of their
Old Notes into the Exchange Agent's account at the Book-Entry Transfer Facility
(a "Book-Entry Confirmation") and all other documents required by this Letter
to the Exchange Agent on or prior to the Expiration Date, must tender their Old
Notes according to the guaranteed delivery procedures set forth in "The
Exchange Offer--Guaranteed Delivery Procedures" section of the Prospectus. See
Instruction 1. Delivery of documents to the Book-Entry Transfer Facility does
not constitute delivery to the Exchange Agent.

   List below the Old Notes to which this Letter relates. If the space provided
below is inadequate, the certificate numbers and principal amount of Old Notes
should be listed on a separate signed schedule affixed hereto.



                              DESCRIPTION OF OLD NOTES
- -----------------------------------------------------------------------------------------------------------
                                                                              (2)
                                                                           Aggregate            (3)
                                                            (1)            Principal         Principal
Name(s) and Address(es) of Registered Holder(s)         Certificate          Amount            Amount
          (please fill in, if blank)                    Number(s)*       of Old Note(s)      Tendered**
- -----------------------------------------------------------------------------------------------------------
                                                                                    
                                                        ---------------------------------------------------
                                                        ---------------------------------------------------
                                                        ---------------------------------------------------
                                                        ---------------------------------------------------
                                                        ---------------------------------------------------
                                                        TOTAL
- -----------------------------------------------------------------------------------------------------------
 * Need not be completed if Old Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Old Notes
   represented by the Old Notes indicated in column 2. See Instruction 2. Old Notes tendered hereby must be
   in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.



                                      2



[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
    MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK-ENTRY
    TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

   Name of Tendering Institution  ______________________________________________

   Account Number ______________________________________________________________

   Transaction Code Number _____________________________________________________

[_] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE
    OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE
    THE FOLLOWING:

   Name(s) of Registered Holder(s) _____________________________________________

   Window Ticket Number (if any) _______________________________________________

   Date of Execution of Notice of Guaranteed Delivery __________________________

   Name of Institution Which Guaranteed Delivery _______________________________

   IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

   Account Number ______________________________________________________________

   Transaction Code Number _____________________________________________________

[_] CHECK HERE IF YOU ARE A BROKER-DEALER ENTITLED, PURSUANT TO THE TERMS OF
    THE REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE PROSPECTUS, TO
    RECEIVE, AND WISH TO RECEIVE, 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10
    COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO WITHIN 180 DAYS AFTER THE
    EXPIRATION DATE.

   Name: _______________________________________________________________________

   Address: ____________________________________________________________________

   If the undersigned is not a broker-dealer, the undersigned represents that
it is not engaged in, and does not intend to engage in, a distribution of New
Notes. If the undersigned is a broker-dealer that will receive New Notes for
its own account in exchange for Old Notes that were acquired as a result of
market-making activities or other trading activities, it acknowledges and
represents that it will deliver a prospectus meeting the requirements of the
Securities Act, in connection with any resale of such New Notes; however, by so
acknowledging and representing and by delivering such a prospectus the
undersigned will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act. If the undersigned is a broker-dealer that will
receive New Notes, it represents that the Old Notes to be exchanged for the New
Notes were acquired as a result of market-making activities or other trading
activities. In addition, such broker-dealer represents that it is not acting on
behalf of any person who could not truthfully make the foregoing
representations.

                                      3



              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

   Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of Old
Notes indicated above. Subject to, and effective upon, the acceptance for
exchange of the Old Notes tendered hereby, the undersigned hereby sells,
assigns and transfers to, or upon the order of, the Company all right, title
and interest in and to such Old Notes as are being tendered hereby.

   The undersigned hereby irrevocably constitutes and appoints the Exchange
Agent as the undersigned's true and lawful agent and attorney-in-fact with
respect to such tendered Old Notes, with full power of substitution, among
other things, to cause the Old Notes to be assigned, transferred and exchanged.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Old Notes, and to
acquire New Notes issuable upon the exchange of such tendered Old Notes, and
that, when such Old Notes are accepted for exchange, the Company will acquire
good and unencumbered title thereto, free and clear of all liens, restrictions,
charges and encumbrances and not subject to any adverse claim when the same are
accepted by the Company. The undersigned hereby further represents and warrants
that any New Notes acquired in exchange for Old Notes tendered hereby will have
been acquired in the ordinary course of business of the person receiving such
New Notes, whether or not such person is the undersigned, that neither the
Holder of such Old Notes nor any such other person is participating in, intends
to participate in or has an arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of
Old Notes or New Notes, that neither the Holder of such Old Notes nor any such
other person is an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company, and that neither the Holder of such Old Notes nor such
other person is acting on behalf of any person who could not truthfully make
the foregoing representations and warranties.

   The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the New Notes issued pursuant to the Exchange Offer in exchange
for the Old Notes may be offered for resale, resold and otherwise transferred
by Holders thereof (other than any such Holder that is a broker-dealer or an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act), without compliance with the registration and prospectus delivery
provisions of the Securities Act, provided that such New Notes are acquired in
the ordinary course of such Holder's business, at the time of commencement of
the Exchange Offer such Holder has no arrangement or understanding with any
person to participate in a distribution of such New Notes, and such Holder is
not engaged in, and does not intend to engage in, a distribution of such New
Notes. However, the SEC has not considered the Exchange Offer in the context of
a no-action letter and there can be no assurance that the staff of the SEC
would make a similar determination with respect to the Exchange Offer as in
other circumstances. If the undersigned is not a broker-dealer, the undersigned
represents that it is not engaged in, and does not intend to engage in, a
distribution of New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. If the undersigned is a
broker-dealer that will receive New Notes for its own account in exchange for
Old Notes, it represents that the Old Notes to be exchanged for the New Notes
were acquired by it as a result of market-making activities or other trading
activities and acknowledges that it will deliver a prospectus meeting the
requirements of the Securities Act in connection with any resale of such New
Notes; however, by so acknowledging and by delivering a prospectus meeting the
requirements of the Securities Act, the undersigned will not be deemed to admit
that it is an "underwriter" within the meaning of the Securities Act.

   The SEC has taken the position that such broker-dealers may fulfill their
prospectus delivery requirements with respect to the New Notes (other than a
resale of New Notes received in exchange for an unsold allotment from the
original sale of the Old Notes) with the Prospectus. The Prospectus, as it may
be amended or supplemented from time to time, may be used by certain
broker-dealers (as specified in the Registration Rights Agreement referenced in
the Prospectus) ("Participating Broker-Dealers") for a period of time, starting
on the Expiration Date and ending on the close of business 90 days after the
Expiration Date in connection with the sale

                                      4



or transfer of such New Notes. The Company has agreed that, for such period of
time, it will make the Prospectus (as it may be amended or supplemented)
available to such a broker-dealer which elects to exchange Old Notes, acquired
for its own account as a result of market making or other trading activities,
for New Notes pursuant to the Exchange Offer for use in connection with any
resale of such New Notes. By accepting the Exchange Offer, each broker-dealer
that receives New Notes pursuant to the Exchange Offer acknowledges and agrees
to notify the Company prior to using the Prospectus in connection with the sale
or transfer of New Notes and that, upon receipt of notice from the Company of
the happening of any event which makes any statement in the Prospectus untrue
in any material respect or which requires the making of any changes in the
Prospectus in order to make the statements therein (in light of the
circumstances under which they were made) not misleading, such broker-dealer
will suspend use of the Prospectus until (i) the Company has amended or
supplemented the Prospectus to correct such misstatement or omission and (ii)
either the Company has furnished copies of the amended or supplemented
Prospectus to such broker-dealer or, if the Company has not otherwise agreed to
furnish such copies and declines to do so after such broker-dealer so requests,
such broker-dealer has obtained a copy of such amended or supplemented
Prospectus as filed with the SEC. Except as described above, the Prospectus may
not be used for or in connection with an offer to resell, a resale or any other
retransfer of New Notes. A broker-dealer that acquired Old Notes in a
transaction other than as part of its market-making activities or other trading
activities will not be able to participate in the Exchange Offer.

   The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Old Notes tendered hereby. All authority
conferred or agreed to be conferred in this Letter and every obligation of the
undersigned hereunder shall be binding upon the successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of
the undersigned and shall not be affected by, and shall survive, the death or
incapacity of the undersigned. This tender may be withdrawn only in accordance
with the procedures set forth in "The Exchange Offer--Withdrawal of Tenders"
section of the Prospectus.

   Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the New Notes (and, if applicable,
substitute certificates representing Old Notes for any Old Notes not exchanged)
in the name of the undersigned or, in the case of a book-entry delivery of Old
Notes, please credit the account indicated above maintained at the Book-Entry
Transfer Facility. Similarly, unless otherwise indicated under the box entitled
"Special Delivery Instructions" below, please send the New Notes (and, if
applicable, substitute certificates representing Old Notes for any Old Notes
not exchanged) to the undersigned at the address shown above in the box
entitled "Description of Old Notes."

   THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES"
ABOVE AND SIGNING THIS LETTER, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS
SET FORTH IN SUCH BOX ABOVE.

            PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY
                       BEFORE COMPLETING ANY BOX ABOVE.

                                      5



                               PLEASE SIGN HERE
                  (TO BE COMPLETED BY ALL TENDERING HOLDERS)

X ________________________________________________________________________, 2003

X ________________________________________________________________________, 2003

- --------------------------------------------------------------------------------
SIGNATURE(S) OF OWNER                                                       DATE

Area Code and Telephone Number  ________________________________________________

   If a Holder is tendering an Old Note, this Letter must be signed by the
registered Holder(s) as the name(s) appear(s) on the certificate(s) for the Old
Note or by any person(s) authorized to become registered Holder(s) by
endorsements and documents transmitted herewith. If, signature is by a trustee,
executor, administrator, guardian, officer or other person acting in a
fiduciary or representative capacity, please set forth full title. See
Instruction 3.

Name(s) ________________________________________________________________________
                            (PLEASE TYPE OR PRINT)

Capacity: ______________________________________________________________________

Address:  ______________________________________________________________________

                              SIGNATURE GUARANTEE
                        (IF REQUIRED BY INSTRUCTION 3)

SIGNATURE(S) GUARANTEED BY
AN ELIGIBLE INSTITUTION:

- --------------------------------------------------------------------------------
                            (AUTHORIZED SIGNATURE)

- --------------------------------------------------------------------------------
                                    (TITLE)

- --------------------------------------------------------------------------------
                                (NAME AND FIRM)

DATED: ___________________________________________________________________, 2003

    (PLEASE COMPLETE ACCOMPANYING IRS FORM W-9 HEREIN. SEE INSTRUCTION 5.)

                                      6



                         SPECIAL ISSUANCE INSTRUCTIONS
                         (See Instructions 3, 4 and 6)

To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be issued in the name of and sent to someone other than the person
or persons whose signature(s) appear(s) on this Letter above, or if Old Notes
delivered by book-entry transfer which are not accepted for exchange are to be
returned by credit to an account maintained at the Book-Entry Transfer Facility
other than the account indicated above. Issue: New Notes and/or Old Notes to:

Name(s)

- --------------------------------------------------------------------------------
                            (Please Type or Print)

- --------------------------------------------------------------------------------
                            (Please Type or Print)

Address

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

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

- --------------------------------------------------------------------------------
                                  (Zip Code)

- --------------------------------------------------------------------------------
                            (Complete IRS Form W-9)

[_] Credit unexchanged Old Notes delivered by book-entry transfer to the
    Book-Entry Transfer Facility account set forth below:

- --------------------------------------------------------------------------------
         (Book-Entry Transfer Facility Account Number, if Applicable)

                         SPECIAL DELIVERY INSTRUCTIONS
                         (See Instructions 3, 4 and 6)

To be completed ONLY if certificates for Old Notes not exchanged and/or New
Notes are to be sent to someone other than the person or persons whose
signature(s) appear(s) on this Letter above or to such person or persons at an
address other than shown in the box entitled "Description of Old Notes" on this
Letter above.

Mail: New Notes and/or Old Notes to:

Name(s)

- --------------------------------------------------------------------------------
                            (Please Type or Print)

- --------------------------------------------------------------------------------
                            (Please Type or Print)

Address

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

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

- --------------------------------------------------------------------------------
                                  (Zip Code)

IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATES FOR OLD NOTES OR A
BOOK-ENTRY CONFIRMATION AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY
THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION
DATE.

                                      7



INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER TO EXCHANGE
   ANY AND ALL OUTSTANDING 10% SENIOR SUBORDINATED NOTES DUE 2010 ISSUED ON
  NOVEMBER 27, 2002 OF BWAY CORPORATION FOR 10% SENIOR SUBORDINATED NOTES DUE
 2010 OF BWAY CORPORATION, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT
                              OF 1933, AS AMENDED

1. DELIVERY OF THIS LETTER AND NOTES; GUARANTEED DELIVERY PROCEDURES.

   This Letter is to be completed by Holders of Old Notes either if
certificates are to be forwarded herewith or if tenders are to be made pursuant
to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer--Book-Entry Transfer" section of the Prospectus. Certificates
for all physically tendered Old Notes, or Book-Entry Confirmation, as the case
may be, as well as a properly completed and duly executed Letter (or manually
signed facsimile hereof) and any other documents required by this Letter, must
be received by the Exchange Agent at the address set forth herein on or prior
to the Expiration Date, or the tendering Holder must comply with the guaranteed
delivery procedures set forth below. Old Notes tendered hereby must be in
denominations of principal amount of $1,000 and any integral multiple thereof.

   Holders whose certificates for Old Notes are not immediately available or
who cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or who cannot complete the
procedure for book entry transfer on a timely basis, may tender their Old Notes
pursuant to the guaranteed delivery procedures set forth in "The Exchange
Offer--Guaranteed Delivery Procedures" section of the Prospectus. Pursuant to
such procedures, (i) such tender must be made through an Eligible Institution
(as defined herein), (ii) prior to 5:00 P.M., New York City time, on the
Expiration Date, the Exchange Agent must receive from such Eligible Institution
a properly completed and duly executed Letter (or a facsimile thereof) and
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 Old Notes and the amount of Old Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange ("NYSE") trading days after the date of
execution of the Notice of Guaranteed Delivery, the certificates for all
physically-tendered Old Notes, in proper form for transfer, or a Book-Entry
Confirmation, as the case may be, and any other documents required by this
Letter will be deposited by the Eligible Institution with the Exchange Agent,
and (iii) the certificates for all physically-tendered Old Notes, in proper
form for transfer, or a Book-Entry Confirmation, as the case may be, and all
other documents required by this Letter, are received by the Exchange Agent
within three NYSE trading days after the date of execution of the Notice of
Guaranteed Delivery.

   The method of delivery of this Letter, the Old Notes and all other required
documents is at the election and risk of the tendering Holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Old Notes are sent by mail, it is suggested that the mailing
be registered mail, properly insured, with return receipt requested, made
sufficiently in advance of the Expiration Date to permit delivery to the
Exchange Agent prior to 5:00 P.M., New York City time, on the Expiration Date.

   See "The Exchange Offer" section of the Prospectus.

2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
   TRANSFER).

   If less than all of the Old Notes evidenced by a submitted certificate are
to be tendered, the tendering Holder(s) should fill in the aggregate principal
amount of Old Notes to be tendered in the box above entitled "Description of
Old Notes--Principal Amount Tendered." A reissued certificate representing the
balance of nontendered Old Notes will be sent to such tendering Holder, unless
otherwise provided in the appropriate box on this Letter, promptly after the
Expiration Date. ALL OF THE OLD NOTES DELIVERED TO THE EXCHANGE AGENT WILL BE
DEEMED TO HAVE BEEN TENDERED UNLESS OTHERWISE INDICATED.

                                      8



3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
   SIGNATURES.

   If this Letter is signed by the registered Holder of the Old Notes tendered
hereby, the signature must correspond exactly with the name as written on the
face of the certificates without any change whatsoever.

   If any tendered Old Notes are owned of record by two or more joint owners,
all of such owners must sign this Letter.

   If any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.

   When this Letter is signed by the registered Holder or Holders of the Old
Notes specified herein and tendered hereby, no endorsements of certificates or
separate bond powers are required. If, however, the New Notes are to be issued,
or any untendered Old Notes are to be reissued, to a person other than the
registered Holder, then endorsements of any certificates transmitted hereby or
separate bond powers are required. Signatures on such certificate(s) must be
guaranteed by an Eligible Institution.

   If this Letter is signed by a person other than the registered Holder or
Holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered Holder or Holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.

   If this Letter or any certificates or bond powers are signed by trustees,
executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons 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.

   ENDORSEMENTS ON CERTIFICATES FOR OLD NOTES OR SIGNATURES ON BOND POWERS
REQUIRED BY THIS INSTRUCTION 3 MUST BE GUARANTEED BY ANY MEMBER FIRM OF A
REGISTERED NATIONAL SECURITIES EXCHANGE OR OF THE NATIONAL ASSOCIATION OF
SECURITIES DEALERS, INC., A COMMERCIAL BANK OR TRUST COMPANY HAVING AN OFFICE
OR CORRESPONDENT IN THE UNITED STATES OR AN "ELIGIBLE GUARANTOR INSTITUTION"
WITHIN THE MEANING OF RULE 17AD-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED (EACH AN "ELIGIBLE INSTITUTION").

   SIGNATURES ON THIS LETTER NEED NOT BE GUARANTEED BY AN ELIGIBLE INSTITUTION,
PROVIDED THE OLD NOTES ARE TENDERED: (I) BY A REGISTERED HOLDER OF OLD NOTES
(WHICH TERM, FOR PURPOSES OF THE EXCHANGE OFFER, INCLUDES ANY PARTICIPANT IN
THE BOOK-ENTRY TRANSFER FACILITY SYSTEM WHOSE NAME APPEARS ON A SECURITY
POSITION LISTING AS THE HOLDER OF SUCH OLD NOTES) WHO HAS NOT COMPLETED THE BOX
ENTITLED "SPECIAL ISSUANCE INSTRUCTIONS" OR "SPECIAL DELIVERY INSTRUCTIONS" IN
THIS LETTER, OR (II) FOR THE ACCOUNT OF AN ELIGIBLE INSTITUTION.

4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

   Tendering Holders of Old Notes should indicate in the applicable box the
name and address to which New Notes issued pursuant to the Exchange Offer and
or substitute certificates evidencing Old Notes not exchanged are to be issued
or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer
identification or social security number of the person named must also be
indicated. Holders tendering Old Notes by book-entry transfer may request that
Old Notes not exchanged be credited to such account maintained at the
Book-Entry Transfer Facility as such Holder may designate herein. If no such
instructions are given, such Old Notes not exchanged will be returned to the
name and address of the person signing this Letter.

                                      9



5. TAXPAYER IDENTIFICATION NUMBER.

   Federal income tax law generally requires that a tendering Holder whose Old
Notes are accepted for exchange must provide the Company (as payor), or the
Paying Agent designated by the Company to act on its behalf, with such Holder's
correct Taxpayer Identification Number ("TIN") on IRS Form W-9, Request for
Taxpayer Identification Number and Certification, below (the "IRS Form W-9"),
which in the case of a tendering Holder who is an individual, is his or her
social security number. If the Company is not provided with the correct TIN or
an adequate basis for an exemption from backup withholding, such tendering
Holder may be subject to a $50 penalty imposed by the Internal Revenue Service
(the "IRS"). In addition, delivery to such tendering Holder of New Notes may
result in backup withholding on all reportable payments made after the exchange
(i) at the fourth lowest rate of tax applicable to unmarried individual U.S.
persons on payments made before the end of calendar year 2010 (30.0% in 2003,
29.0% in 2004 and 2005, and 28.0% in 2006 through 2010), and (ii) at the rate
of 31% on payments made after calendar year 2010.

   Exempt Holders of Old Notes (including, among others, all corporations) are
not subject to these backup withholding and reporting requirements. See the
enclosed Instructions for the Requester of Form W-9 (the "W-9 Guidelines") for
additional instructions.

   To prevent backup withholding, each tendering Holder of Old Notes must
provide its correct TIN by completing the IRS Form W-9 set forth below,
certifying, under penalties of perjury, that the TIN provided is correct (or
that such Holder is awaiting a TIN) and that (i) the Holder is exempt from
backup withholding, or (ii) the Holder has not been notified by the IRS that
such Holder is subject to backup withholding as a result of a failure to report
all interest or dividends or (iii) the IRS has notified the Holder that such
Holder is no longer subject to backup withholding. If the tendering Holder of
Old Notes is a nonresident alien or foreign entity not subject to backup
withholding, such Holder must give the Exchange Agent a completed IRS Form W-8
BEN, Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding. This form may be obtained from the Exchange Agent. If the Old
Notes are in more than one name or are not in the name of the actual owner,
such Holder should consult the W-9 Guidelines for information on which TIN to
report. If such Holder does not have a TIN and such Holder should consult the
W-9 Guidelines for instructions on applying for a TIN and write "Applied For"
in the space reserved for the TIN, as shown on IRS Form W-9. Note: Writing
"applied for" on the IRS Form W-9 means that such Holder has already applied
for a TIN or that such Holder intends to apply for one in the near future. If
such Holder does not provide its TIN to the Company or the Paying Agent within
60 days, backup withholding will begin and continue until such Holder furnishes
its TIN to the Company or the Paying Agent.

   FAILURE TO COMPLETE IRS FORM W-9 PROVIDED BELOW MAY RESULT IN BACKUP
WITHHOLDING AT THE RATE DESCRIBED ABOVE ON FUTURE PAYMENTS MADE TO YOU UNDER
THE NEW NOTES.

6. TRANSFER TAXES.

   The Company will pay all transfer taxes, if any, applicable to the transfer
of Old Notes to it or its order pursuant to the Exchange Offer. If, however,
New Notes and/or substitute Old Notes not exchanged are to be delivered to, or
are to be registered or issued in the name of, any person other than the
registered Holder of the Old Notes tendered hereby, or if tendered Old Notes
are registered in the name of any person other than the person signing this
Letter, or if a transfer tax is imposed for any reason other than the transfer
of Old Notes to the Company or its order pursuant to the Exchange Offer, the
amount of any such transfer taxes (whether imposed on the registered Holder or
any other persons) will be payable by the tendering Holder. If satisfactory
evidence of payment of such taxes or exemption therefrom is not submitted
herewith, the amount of such transfer taxes will be billed directly to such
tendering Holder.

   EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE OLD NOTES SPECIFIED IN THIS LETTER.

                                      10



7. WAIVER OF CONDITIONS.

   The Company reserves the absolute right to waive satisfaction of any or all
conditions enumerated in the Prospectus.

8. NO CONDITIONAL TENDERS.

   No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering Holders of Old Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Old Notes
for exchange.

   Neither the Company, the Exchange Agent nor any other person is obligated to
give notice of any defect or irregularity with respect to any tender of Old
Notes nor shall any of them incur any liability for failure to give any such
notice.

9. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES.

   Any Holder whose Old Notes have been mutilated, lost, stolen or destroyed
should contact the Exchange Agent at the address indicated above for further
instructions.

10. WITHDRAWAL RIGHTS.

   Tenders of Old Notes of a series may be withdrawn at any time prior to 5:00
P.M., New York City time, on the Expiration Date with respect to such series.

   For a withdrawal of a tender of Old Notes to be effective, a written notice
of withdrawal must be received by the Exchange Agent at the address set forth
above prior to 5:00 P.M., New York City time, on the Expiration Date with
respect to such series. Any such notice of withdrawal must (i) specify the name
of the person having tendered the Old Notes to be withdrawn (the "Depositor"),
(ii) identify the Old Notes to be withdrawn (including the principal amount of
such Old Notes), (iii) in the case of Old Notes tendered by book-entry
transfer, specify the number of the account at the Book-Entry Transfer Facility
from which the Old Notes were tendered and specify the name and number of the
account at the Book-Entry Transfer Facility to be credited with the withdrawn
Old Notes and otherwise comply with the procedures of such facility, (iv)
contain a statement that such Holder is withdrawing its election to have such
Old Notes exchanged, (v) be signed by the Holder in the same manner as the
original signature on the Letter by which such Old Notes were tendered
(including any required signature guarantees) or be accompanied by documents of
transfer to have the Trustee with respect to the Old Notes register the
transfer of such Old Notes in the name of the person withdrawing the tender and
(vi) specify the name in which such Old Notes are registered, if different from
that of the Depositor. All questions as to the validity, form and eligibility
(including time of receipt) of such notices will be determined by the Company,
whose determination shall be final and binding on all parties. Any Old Notes so
withdrawn will be deemed not to have been validly tendered for exchange for
purposes of the Exchange Offer and no New Notes will be issued with respect
thereto unless the Old Notes so withdrawn are validly retendered. Any Old Notes
that have been tendered for exchange but which are not exchanged for any reason
will be returned to the tendering Holder thereof without cost to such Holder
(or, in the case of Old Notes tendered by book-entry transfer into the Exchange
Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry
transfer procedures set forth in "The Exchange Offer--Book-Entry Transfer"
section of the Prospectus, such Old Notes will be credited to an account
maintained with the Book-Entry Transfer Facility for the Old Notes) as soon as
practicable after withdrawal, rejection of tender or termination of the
Exchange Offer. Properly withdrawn Old Notes may be retendered by following the
procedures described above at any time on or prior to 5:00 P.M., New York City
time, on the Expiration Date with respect to such series of Old Notes.


                                      11



11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

   Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter, and requests for Notices
of Guaranteed Delivery and other related documents may be directed to the
Exchange Agent, at the address and telephone number indicated above.

                                      12




                                                             
Form W-9
(Rev. January 2003)                                                 Give form to the
Department of the Treasury          Request for Taxpayer            requester. Do not
Internal Revenue Service   Identification Number and Certification  send to the IRS.
- --------------------------------------------------------------------------------------


     Name
    ----------------------------------------------------------------------------
     Business name, if different from above
    ----------------------------------------------------------------------------



                                                                                      
                       [_]Individual/                                                                 [_]Exempt from
Check appropriate box:    Sole proprietor [_] Corporation [_] Partnership [_] Other (right triangle)     backup withholding

    ----------------------------------------------------------------------------
     Address (number, street, and apt. or suite no.)
                                                            Requester's name
                                                          and address (optional)
    ---------------------------------------------------
     City, state, and ZIP code
    ----------------------------------------------------------------------------
     List account number(s) here (optional)
- --------------------------------------------------------------------------------

Part I Taxpayer Identification Number (TIN)
- -------------------------------------------


         
Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN).
However, for a resident alien, sole proprietor, or disregarded entity, see the Part I
instructions on page 3. For other entities, it is your employer identification number (EIN). If you
do not have a number, see How to get a TIN on page 3.

Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose
number to enter.




                                                                                                              

Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN).
However, for a resident alien, sole proprietor, or disregarded entity, see the Part I
instructions on page 3. For other entities, it is your employer identification number (EIN). If you --------------------------------
do not have a number, see How to get a TIN on page 3.                                                Social security number
                                                                                                                -         -
Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose      --------------------------------
number to enter.                                                                                           or
                                                                                                    --------------------------------
                                                                                                     Employer identification number
                                                                                                          -
                                                                                                    --------------------------------


     
        -------------
Part II Certification
- ---------------------

Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification 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, or (b) I have not been notified by the Internal Revenue Service
   (IRS) that I am subject to backup withholding as a result of a failure to
   report all interest or dividends, or (c) the IRS has notified me that I am
   no longer subject to backup withholding, and
3. I am a U.S. person (including a U.S. resident alien).
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 you have failed to report all interest and dividends on your tax
return. For real estate transactions, item 2 does not apply. For mortgage
interest paid, acquisition or abandonment of secured property, cancellation of
debt, contributions to an individual retirement arrangement (IRA), and
generally, payments other than interest and dividends, you are not required to
sign the Certification, but you must provide your correct TIN. (See the
instructions on page 4.)


                                        
            -------------------------------------------------------
            Sign Signature of
            Here U.S. person (right triangle) Date (right triangle)
            -------------------------------------------------------

Purpose of Form

A person who is required to file an information return with the IRS, must
obtain your correct taxpayer identification number (TIN) to report, for
example, income paid to you, real estate transactions, mortgage interest you
paid, acquisition or abandonment of secured property, cancellation of debt, or
contributions you made to an IRA.
U.S. person. Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN to the person requesting it (the requester)
and, when applicable, to:
 1. Certify that the TIN you are giving is correct (or you are waiting for a
number to be issued),
 2. Certify that you are not subject to backup withholding, or
 3. Claim exemption from backup withholding if you are a U.S. exempt payee.
 Note: If a requester gives you a form other than Form W-9 to request your TIN,
you must use the requester's form if it is substantially similar to this Form
W-9.
 Foreign person. If you are a foreign person, use the appropriate Form W-8 (see
Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien.
Generally, only a nonresident alien individual may use the terms of a tax
treaty to reduce or eliminate U.S. tax on certain types of income. However,
most tax treaties contain a provision known as a "saving clause." Exceptions
specified in the saving clause may permit an exemption from tax to continue for
certain types of income even after the recipient has otherwise become a U.S.
resident alien for tax purposes.
 If you are a U.S. resident alien who is relying on an exception contained in
the saving clause of a tax treaty to claim an exemption from U.S. tax on
certain types of income, you must attach a statement that specifies the
following five items:
 1. The treaty country. Generally, this must be the same treaty under which you
claimed exemption from tax as a nonresident alien.
 2. The treaty article addressing the income.
 3. The article number (or location) in the tax treaty that contains the saving
clause and its exceptions.
 4. The type and amount of income that qualifies for the exemption from tax.
 5. Sufficient facts to justify the exemption from tax under the terms of the
treaty article.

- --------------------------------------------------------------------------------
                                Cat. No. 10231X
                                                         Form W-9 (Rev. 1-2003)

                                 Print or type
                     See Specific Instructions on page 2.



Form W-9 (Rev. 1-2003)
                                                                         Page 2
- --------------------------------------------------------------------------------


Example. Article 20 of the U.S.-China income tax treaty allows an exemption
from tax for scholarship income received by a Chinese student temporarily
present in the United States. Under U.S. law, this student will become a
resident alien for tax purposes if his or her stay in the United States exceeds
5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China
treaty (dated April 30, 1984) allows the provisions of Article 20 to continue
to apply even after the Chinese student becomes a resident alien of the United
States. A Chinese student who qualifies for this exception (under paragraph 2
of the first protocol) and is relying on this exception to claim an exemption
from tax on his or her scholarship or fellowship income would attach to Form
W-9 a statement that includes the information described above to support that
exemption.
 If you are a nonresident alien or a foreign entity not subject to backup
withholding, give the requester the appropriate completed Form W-8.
What is backup withholding? Persons making certain payments to you must under
certain conditions withhold and pay to the IRS 30% of such payments (29% after
December 31, 2003; 28% after December 31, 2005). This is called "backup
withholding." Payments that may be subject to backup withholding include
interest, dividends, broker and barter exchange transactions, rents, royalties,
nonemployee pay, and certain payments from fishing boat operators. Real estate
transactions are not subject to backup withholding.
 You will not be subject to backup withholding on payments you receive if you
give the requester your correct TIN, make the proper certifications, and report
all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
 1. You do not furnish your TIN to the requester, or
 2. You do not certify your TIN when required (see the Part II instructions on
page 4 for details), or
 3. The IRS tells the requester that you furnished an incorrect TIN, or
 4. The IRS tells you that you are subject to backup withholding because you
did not report all your interest and dividends on your tax return (for
reportable interest and dividends only), or
 5. You do not certify to the requester that you are not subject to backup
withholding under 4 above (for reportable interest and dividend accounts opened
after 1983 only).
 Certain payees and payments are exempt from backup withholding. See the
instructions below and the separate Instructions for the Requester of Form W-9.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester,
you are subject to a penalty of $50 for each such failure unless your failure
is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a
false statement with no reasonable basis that results in no backup withholding,
you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of Federal
law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Name
If you are an individual, you must generally enter the name shown on your
social security card. However, if you have changed your last name, for
instance, due to marriage without informing the Social Security Administration
of the name change, enter your first name, the last name shown on your social
security card, and your new last name.
 If the account is in joint names, list first, and then circle, the name of the
person or entity whose number you entered in Part I of the form.
Sole proprietor. Enter your individual name as shown on your social security
card on the "Name" line. You may enter your business, trade, or "doing business
as (DBA)" name on the "Business name" line.
Limited liability company (LLC). If you are a single-member LLC (including a
foreign LLC with a domestic owner) that is disregarded as an entity separate
from its owner under Treasury regulations section 301.7701-3, enter the owner's
name on the "Name" line. Enter the LLC's name on the "Business name" line.
Other entities. Enter your business name as shown on required Federal tax
documents on the "Name" line. This name should match the name shown on the
charter or other legal document creating the entity. You may enter any
business, trade, or DBA name on the "Business name" line.
Note: You are requested to check the appropriate box for your status
(individuals/sole proprietor, corporation, etc.).
Exempt From Backup Withholding
If you are exempt, enter your name as described above and check the appropriate
box for your status, then check the "Exempt from backup withholding" box in the
line following the business name, sign and date the form.
 Generally, individuals (including sole proprietors) are not exempt from backup
withholding. Corporations are exempt from backup withholding for certain
payments, such as interest and dividends.
Note: If you are exempt from backup withholding, you should still complete this
form to avoid possible erroneous backup withholding.
Exempt payees. Backup withholding is not required on any payments made to the
following payees:
 1. An organization exempt from tax under section 501(a), any IRA, or a
custodial account under section 403(b)(7) if the account satisfies the
requirements of section 401(f)(2);
 2. The United States or any of its agencies or instrumentalities;
 3. A state, the District of Columbia, a possession of the United States, or
any of their political subdivisions or instrumentalities;
 4. A foreign government or any of its political subdivisions, agencies, or
instrumentalities; or
 5. An international organization or any of its agencies or instrumentalities.
 Other payees that may be exempt from backup withholding include:
 6. A corporation;
 7. A foreign central bank of issue;
 8. A dealer in securities or commodities required to register in the United
States, the District of Columbia, or a possession of the United States;



Form W-9 (Rev. 1-2003)
                                                                         Page 3
- --------------------------------------------------------------------------------


 9. A futures commission merchant registered with the Commodity Futures Trading
Commission;
 10. A real estate investment trust;
 11. An entity registered at all times during the tax year under the Investment
Company Act of 1940;
 12. A common trust fund operated by a bank under section 584(a);
 13. A financial institution;
 14. A middleman known in the investment community as a nominee or custodian; or
 15. A trust exempt from tax under section 664 or described in section 4947.
 The chart below shows types of payments that may be exempt from backup
withholding. The chart applies to the exempt recipients listed above, 1 through
15.
             -----------------------------------------------------
             If the payment is for . .  THEN the payment is
             .                          exempt for . . .
             -----------------------------------------------------
             Interest and dividend      All exempt recipients
             payments                   except for 9
             -----------------------------------------------------
             Broker transactions        Exempt recipients 1
                                        through 13. Also, a
                                        person registered under
                                        the Investment Advisers
                                        Act of 1940 who regularly
                                        acts as a broker
             -----------------------------------------------------
             Barter exchange            Exempt recipients 1
             transactions and           through 5
             patronage dividends
             -----------------------------------------------------
             Payments over $600         Generally, exempt
             required to be reported    recipients 1 through 7 /2/
             and direct sales over $
             5,000 /1/
             -----------------------------------------------------
/1/ See Form 1099-MISC, Miscellaneous Income, and its instructions.
/2 /However, the following payments made to a corporation (including gross
proceeds paid to an attorney under section 6045(f), even if the attorney is a
corporation) and reportable on Form 1099-MISC are not exempt from backup
withholding: medical and health care payments, attorneys' fees; and payments
for services paid by a Federal executive agency.

Part I. Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. If you are a resident alien and you do
not have and are not eligible to get an SSN, your TIN is your IRS individual
taxpayer identification number (ITIN). Enter it in the social security number
box. If you do not have an ITIN, see How to get a TIN below.
 If you are a sole proprietor and you have an EIN, you may enter either your
SSN or EIN. However, the IRS prefers that you use your SSN.
 If you are a single-owner LLC that is disregarded as an entity separate from
its owner (see Limited liability company (LLC) on page 2), enter your SSN (or
EIN, if you have one). If the LLC is a corporation, partnership, etc., enter
the entity's EIN.
Note: See the chart on page 4 for further clarification of name and TIN
combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply
for an SSN, get Form SS-5, Application for a Social Security Card, from your
local Social Security Administration office or get this form on-line at
www.ssa.gov/online/ss5.html. You may also get this form by calling
1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer
Identification Number, to apply for an ITIN, or Form SS-4, Application for
Employer Identification Number, to apply for an EIN. You can get Forms W-7 and
SS-4 from the IRS by calling 1-800-TAX-FORM (1-800-829-3676) or from the IRS
Web Site at www.irs.gov.
 If you are asked to complete Form W-9 but do not have a TIN, write "Applied
For" in the space for the TIN, sign and date the form, and give it to the
requester. For interest and dividend payments, and certain payments made with
respect to readily tradeable instruments, generally you will have 60 days to
get a TIN and give it to the requester before you are subject to backup
withholding on payments. The 60-day rule does not apply to other types of
payments. You will be subject to backup withholding on all such payments until
you provide your TIN to the requester.
Note: Writing "Applied For" means that you have already applied for a TIN or
that you intend to apply for one soon.
Caution: A disregarded domestic entity that has a foreign owner must use the
appropriate Form W-8.



Form W-9 (Rev. 1-2003)
                                                                         Page 4
- --------------------------------------------------------------------------------


Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident
alien, sign Form W-9. You may be requested to sign by the withholding agent
even if items 1, 3, and 5 below indicate otherwise.
 For a joint account, only the person whose TIN is shown in Part I should sign
(when required). Exempt recipients, see Exempt from backup withholding on page
2.
Signature requirements. Complete the certification as indicated in 1 through 5
below.
 1. Interest, dividend, and barter exchange accounts opened before 1984 and
broker accounts considered active during 1983. You must give your correct TIN,
but you do not have to sign the certification.
 2. Interest, dividend, broker, and barter exchange accounts opened after 1983
and broker accounts considered inactive during 1983. You must sign the
certification or backup withholding will apply. If you are subject to backup
withholding and you are merely providing your correct TIN to the requester, you
must cross out item 2 in the certification before signing the form.
 3. Real estate transactions. You must sign the certification. You may cross
out item 2 of the certification.
 4. Other payments. You must give your correct TIN, but you do not have to sign
the certification unless you have been notified that you have previously given
an incorrect TIN. "Other payments" include payments made in the course of the
requester's trade or business for rents, royalties, goods (other than bills for
merchandise), medical and health care services (including payments to
corporations), payments to a nonemployee for services, payments to certain
fishing boat crew members and fishermen, and gross proceeds paid to attorneys
(including payments to corporations).
 5. Mortgage interest paid by you, acquisition or abandonment of secured
property, cancellation of debt, qualified tuition program payments (under
section 529), IRA or Archer MSA contributions or distributions, and pension
distributions. You must give your correct TIN, but you do not have to sign the
certification.

What Name and Number To Give the Requester

             -----------------------------------------------------
             For this type of account:  Give name and SSN of:
             -----------------------------------------------------
              1. Individual             The individual
              2. Two or more            The actual owner of the
                 individuals (joint     account or, if combined
                 account)               funds, the first
                                        individual on the account
                                        /1/
              3. Custodian account of   The minor /2/
                 a minor (Uniform Gift
                 to Minors Act)
              4. a.The usual revocable  The grantor-trustee /1/
                   savings trust
                   (grantor is also
                   trustee)
               b.So-called trust        The actual owner /1/
                 account that is not a
                 legal or valid trust
                 under state law
              5. Sole proprietorship    The owner /3/
                 or single-owner LLC
             -----------------------------------------------------
             For this type of account:  Give name and EIN of:
             -----------------------------------------------------
              6. Sole proprietorship    The owner /3/
                 or single-owner LLC
              7. A valid trust,         Legal entity /4/
                 estate, or pension
                 trust
              8. Corporate or LLC       The corporation
                 electing corporate
                 status on Form 8832
              9. Association, club,     The organization
                 religious,
                 charitable,
                 educational, or other
                 tax-exempt
                 organization
             10. Partnership or multi-  The partnership
                 member LLC
             11. A broker or            The broker or nominee
                 registered nominee
             12. 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 an SSN, that person's number must be
furnished.
/2/ Circle the minor's name and furnish the minor's SSN.
/3 /You must show your individual name, but you may also enter your business or
"DBA" name. You may use either your SSN or EIN (if you have one).
/4 /List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or trustee unless
the legal entity itself is not designated in the account title.)
Note: If no name is circled when more than one name is listed, the number will
be considered to be that of the first name listed.
- --------------------------------------------------------------------------------
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct
TIN to persons who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you, mortgage interest
you paid, the acquisition or abandonment of secured property, cancellation of
debt, or contributions you made to an IRA or Archer MSA. The IRS uses the
numbers for identification purposes and to help verify the accuracy of your tax
return. The IRS may also provide this information to the Department of Justice
for civil and criminal litigation, and to cities, states, and the District of
Columbia to carry out their tax laws. We may also disclose this information to
other countries under a tax treaty, or to Federal and state agencies to enforce
Federal nontax criminal laws and to combat terrorism.
You must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold 30% of taxable interest, dividend, and certain
other payments to a payee who does not give a TIN to a payer. Certain penalties
may also apply.

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