EXHIBIT 99.1
LETTER OF TRANSMITTAL

OFFER TO EXCHANGE ALL OUTSTANDING 6% DEALER REMARKETABLE SECURITIES /SM/
("DRS./SM/") DUE 2013 FOR 6% DEALER REMARKETABLE SECURITIES/SM/
("DRS./SM/") DUE 2013 OF
RITE AID CORPORATION

- --------------------------------------------------------------------------------
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1999,
UNLESS EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
- --------------------------------------------------------------------------------

THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
HARRIS TRUST AND SAVINGS BANK

Facsimile Transmission Number: By Hand/Overnight Delivery: By Registered or Certified Mail:
- -------------------------------- ------------------------------- --------------------------------
(For Eligible Institutions Only) Harris Trust and Savings Bank Harris Trust and Savings Bank
(212) 701-7636 c/o Harris Trust Company c/o Harris Trust Company
of New York of New York
88 Pine Street P.O. Box 1010
For General Information 19th Floor Wall Street Station
----------------------- New York, NY 10005 New York, NY 10268-1010
and to
------
Confirm Receipt of Facsimile by
- -------------------------------
Telephone:
----------
(212) 701-7624

(Originals of all documents sent by facsimile should be sent
promptly by registered or certified mail, by hand or by overnight courier)

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET
FORTH ABOVE OR TRANSMISSION VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE DOES NOT
CONSTITUTE A VALID DELIVERY OF THIS LETTER OF TRANSMITTAL. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.

HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE Drs. FOR THEIR
RESTRICTED Drs. PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT
WITHDRAW) THEIR RESTRICTED Drs. TO THE EXCHANGE AGENT PRIOR TO THE EXPIRATION
DATE.

The undersigned acknowledges receipt of the prospectus dated _______, 1998
(the "Prospectus") of Rite Aid Corporation, a Delaware corporation (the
"Company"), and this Letter of Transmittal (this "Letter"), which together
constitute the Company's offer (the "Exchange Offer") to exchange an aggregate
principal amount of up to $200,000,000 of its 6% Dealer remarketable
securities/SM/ ("Drs./SM/") due October 1, 2013 (the "Exchange Drs.") which have
been registered under the Securities Act of 1933, as amended (the "Securities
Act"), for an identical principal amount of its 6% Drs. due October 1, 2013 (the
"Restricted Drs.," and together with the Exchange Drs., the "Drs.") outstanding
on the date hereof. Capitalized terms used but not defined herein have the
meanings given to them in the Prospectus.

For each Restricted Drs. accepted for exchange and not validly withdrawn,
the holder of such Restricted Drs. will receive an Exchange Drs. having a
principal amount equal to that of the surrendered Restricted Drs. Restricted
Drs. accepted for exchange will cease to accrue interest from and after the date
of consummation of the Exchange Offer. Holders of Restricted Drs. whose
Restricted Drs. are accepted for exchange will not receive any payment in
respect of

- ----------------------
"Dealer remarketable securities/SM/" and "Drs./SM/" are service marks of
J.P. Morgan Securities Inc.

interest on such Restricted Drs. otherwise payable on any interest payment date
the record date for which occurs on or after consummation of the Exchange Offer.
Interest on the Exchange Drs. will accrue from the last interest payment date on
which interest was paid on the Restricted Drs. surrendered in exchange therefor
or, if no interest has been paid on the Restricted Drs., from the date of
original issue of the Restricted Drs. The Company expressly reserves the right,
at any time or from time to time, to extend the Exchange Offer at its
discretion, in which event the term "Expiration Date" shall mean the latest time
and date to which the Exchange Offer is extended. The Company shall notify the
holders of the Restricted Drs. of any extension by means of a press release or
other public announcement prior to 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Date.

This Letter is to be used by a holder of Restricted Drs. if: (i) tender
of Restricted Drs. is to be made by book-entry transfer to the account
maintained by the Exchange Agent at The Depository Trust Company (the "Book-
Entry Transfer Facility") pursuant to the procedures set forth in the Prospectus
under "The Exchange Offer -- Book Entry Transfer" by any financial institution
that is a participant in the Book-Entry Transfer Facility and whose name appears
on a security position listing as the owner of Restricted Drs. or (ii) tender of
Restricted Drs. is to be made according to the guaranteed delivery procedures
set forth in the Prospectus under "The Exchange Offer--Guaranteed Delivery
Procedures." DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT
CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The term "holder" with respect to the Exchange Offer means any person whose
Restricted Drs. are held of record by the Book-Entry Transfer Facility who
desires to deliver such Restricted Drs. by book-entry transfer at the Book-Entry
Transfer Facility. The undersigned has completed, executed and delivered this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.

Questions and requests for assistance or for additional copies of the
Prospectus, this Letter and the Notice of Guaranteed Delivery may be directed to
the Exchange Agent. See Instruction 8 herein.

Listed below are the Restricted Drs. to which this Letter relates.

HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR
RESTRICTED DRS. MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.

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

- -----------------------------------------------------------------------------------------------------------------
DESCRIPTION OF RESTRICTED DRS.
- -----------------------------------------------------------------------------------------------------------------
1 2 3
- -----------------------------------------------------------------------------------------------------------------

Name(s) and Address(es) of
Registered Holder(s) Aggregate Principal Principal Amount
(Please fill in, if blank) Amount of Restricted Drs. Tendered*
- -----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
Total Total
- -----------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated in this column, any tendering holder of Restricted Drs. will be deemed to have
tendered ALL of the Restricted Drs. indicated in column 2. If the space provided above is inadequate, the
principal amount of Restricted Drs. should be listed on a separate signed schedule affixed hereto. Restricted
Drs. tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple
thereof. See Instruction 1.
- -----------------------------------------------------------------------------------------------------------------

- ---------------------------------------------------------
SPECIAL ISSUANCE INSTRUCTIONS

To be completed ONLY if Exchange Drs. are to be registered
in the name of someone other than the undersigned or if
Restricted Drs. which are not tendered or not accepted for
exchange are to be credited to an account maintained by the
Book-Entry Transfer Facility other than the account
indicated above.

Name_____________________________________________________
(PLEASE PRINT)

Address__________________________________________________

_________________________________________________________
(INCLUDE ZIP CODE)

_________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NO.)
- ---------------------------------------------------------

[ ] CHECK HERE IF TENDERED RESTRICTED DRS. ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER TO THE EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER
FACILITY AND COMPLETE THE FOLLOWING:

Name of Tendering Institution:____________________________________________

Transfer Facility Book-Entry Account No.:_________________________________

Transaction Code No.:_____________________________________________________

[ ] CHECK HERE IF TENDERED RESTRICTED DRS. 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:_______________________

Account Number: _________________ Transaction Code Number:_______________

[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.

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 Exchange
Drs. If the undersigned is a broker-dealer that will receive Exchange Drs. for
its own account in exchange for Restricted Drs. that were acquired as a result
of market-making activities or other trading activities, it acknowledges that it
will deliver a Prospectus in connection with any resale of such Exchange Drs.;
however, by so acknowledging and by delivering a Prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

Ladies and Gentlemen:

Subject to the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount of
Restricted Drs. indicated above. Subject to, and effective upon, the acceptance
for exchange of the Restricted Drs. tendered in accordance with this Letter, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company, all right, title and interest in and to such Restricted Drs. tendered
hereby. The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent its agent and attorney-in-fact (with full knowledge that the
Exchange Agent also acts as the agent of the Company and as Trustee under the
Indenture for the Restricted Drs. and Exchange Drs.) with respect to the
tendered Restricted Drs. with full power of substitution to (i) transfer
ownership of such Restricted Drs. on the account books maintained by the Book-
Entry Transfer Facility and deliver all accompanying evidence of transfer and
authenticity to, or upon the order of, the Company and (ii) receive all benefits
and otherwise exercise all rights of beneficial ownership of such Restricted
Drs., all in accordance with the terms and subject to the conditions of the
Exchange Offer. The power of attorney granted in this paragraph shall be deemed
irrevocable and coupled with an interest.

The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Restricted Drs.
tendered hereby and that 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 that (i) any Exchange Drs. acquired in
exchange for Restricted Drs. tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Exchange Drs., whether
or not such person is the holder, (ii) neither the holder of such Restricted
Drs. nor any such other person has an arrangement or understanding with any
person to participate in the distribution of such Exchange Drs., (iii) if the
holder of Restricted Drs. is not a broker-dealer, or is a broker-dealer but will
not receive Exchange Drs. for its own account in exchange for Restricted Drs.,
neither the holder nor any such other person is engaged in or intends to engage
in the distribution of such Exchange Drs. and (iv) neither the holder of such
Restricted Drs. nor any such other person is an "affiliate," as defined in Rule
405 under the Securities Act, of the Company.

The undersigned also 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 Exchange Drs. issued in exchange for the Restricted Drs.
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than any such holder that is 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 Exchange Drs. are acquired
in the ordinary course of such holders' business and such holders have no
arrangement with any person to participate in the distribution of such Exchange
Drs. However, the Company does not intend to request the SEC to consider, and
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 Exchange Drs. If any holder is an affiliate of the Company, is
engaged in or intends to engage in or has any arrangement or understanding with
respect to the distribution of the Exchange Drs. to be acquired pursuant to the
Exchange Offer, such holder (i) could not rely on the applicable interpretations
of the staff of the SEC and (ii) must comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction and that such a resale transaction must be covered by an
effective registration statement containing the selling security holder
information required by the applicable regulation. If the undersigned is a
broker-dealer that will receive Exchange Drs. for its own account in exchange
for Restricted Drs., that were acquired by it as a result of market-making
activities or other trading activities, it acknowledges that it will deliver a
prospectus in connection with any resale of such Exchange Drs.; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that its is an "underwriter" within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional
documents reasonably deemed by the Exchange Agent or the Company to be necessary
or desirable to complete the assignment, transfer and purchase of the Restricted
Drs. tendered hereby. All authority conferred or agreed to be conferred in this
Letter shall survive the death, incapacity or dissolution of the undersigned and
every obligation of the undersigned hereunder shall be binding upon the
undersigned's heirs, personal representatives, successors and assigns, trustees
in bankruptcy or other legal representatives of the undersigned. This tender
may be withdrawn only in accordance with the procedures set forth under the
caption "The Exchange Offer -- Withdrawal Rights" in the Prospectus.

For purposes of the Exchange Offer, the Company shall be deemed to have
accepted properly tendered Restricted Drs. for exchange when, as and if the
Company has given oral or written notice thereof to the Exchange Agent with
written confirmation of any oral notice to be given promptly thereafter.

The undersigned understands that tenders of Restricted Drs. pursuant to the
procedures described under the caption "The Exchange Offer--Procedures for
Tendering Restricted Drs." in the Prospectus and in the instructions hereto will
constitute a binding agreement between the undersigned and the Company upon the
terms and subject to the conditions of the Exchange Offer.

Unless otherwise indicated under "Special Issuance Instructions," please
issue and register the Exchange Drs. issued in exchange for the Restricted Drs.
accepted for exchange and register any Restricted Drs. not tendered or not
exchanged in the name(s) of the undersigned by credit to the undersigned's
account at the Book-Entry Transfer Facility. In the event that the "Special
Issuance Instructions" are completed, please issue and register the Exchange
Drs. issued in exchange for the Restricted Drs. accepted for exchange, and
register any Restricted Drs. not tendered or not exchanged, in the name(s) of
the person(s) so indicated by credit to such person's account at the Book-Entry
Transfer Facility. The undersigned recognizes that the Company has no
obligation pursuant to the "Special Issuance Instructions" to transfer any
Restricted Drs. from the name of the registered Holder(s) thereof if the Company
does not accept for exchange any of the Restricted Drs. so tendered.

Holders of Restricted Drs. who are unable to deliver their confirmation of
the book-entry tender of their Restricted Drs. 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 Restricted Drs. according to the guaranteed
delivery procedures set forth in the Prospectus under "The Exchange Offer --
Guaranteed Delivery Procedures." See Instruction 1.

PLEASE SIGN HERE WHETHER OR NOT
RESTRICTED DRS. ARE BEING TENDERED HEREBY

X______________________________________ _______________________
DATE
X______________________________________ _______________________
SIGNATURE(S) OF REGISTERED HOLDER(S) DATE
OR AUTHORIZED SIGNATORY

Area Code and Telephone Number:___________________

The above lines must be signed by the registered holder(s) of Restricted
Drs. as their name(s) appear(s) as such on a security position listing as the
owner of Restricted Drs., or by person(s) authorized to become registered
holder(s). If Restricted Drs. to which this Letter of Transmittal relates are
held of record by two or more joint holders, then all such holders must sign
this Letter of Transmittal. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or other
person acting in a fiduciary or representative capacity, such person must (i)
set forth his or her full title below and (ii) unless waived by the Company,
submit evidence satisfactory to the Company of such person's authority as to
act. See Instruction 3 regarding the completion of this Letter of Transmittal.

Name(s):________________________________________________________________________
(PLEASE PRINT)

Capacity:_______________________________________________________________________

Address:________________________________________________________________________
(INCLUDE ZIP CODE)

Signature(s) Guaranteed by an Eligible Institution (as defined):
(If required by Instruction 3)

_______________________________________________________________________________
(AUTHORIZED SIGNATURE)

_______________________________________________________________________________
(TITLE)

_______________________________________________________________________________
(NAME OF FIRM)

_______________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)

Date:_______________________________, 1998

_______________________________________________________________________________

INSTRUCTIONS

Forming Part of the Terms and Conditions of the
Exchange Offer

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

This Letter is to be completed by holders (which term, for purposes of the
Exchange Offer means any participant in the Book-Entry Transfer Facility system
whose name appears on a security position listing as the holder of such
Restricted Drs.) if tenders are to be made pursuant to the procedures for
delivery by book-entry transfer set forth in the Prospectus under the caption
"The Exchange Offer -- Book-Entry Transfer." A Book-Entry Confirmation, as well
as this 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
5:00 p.m., New York City time, on the Expiration Date, or the tendering holder
must comply with the guaranteed delivery procedures set forth below. Restricted
Drs. tendered hereby must be in denominations of principal amount of $1,000 and
any integral multiple thereof.

If a registered holder of the Restricted Drs. desires to tender such
Restricted Drs. and time will not permit such holder's Letter of Transmittal or
other required documents to reach the Exchange Agent before the Expiration Date
or the procedure for book-entry transfer cannot be completed on a timely basis,
a tender may be effected if (i) the tender is made through an Eligible
Institution, (ii) prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly competed and duly executed Letter of
Transmittal (or a facsimile thereof) and Notice of Guaranteed Delivery,
substantially in the form provided by the Company (by telegram, telex, facsimile
and transmission, mail or hand delivery), setting forth the name and address of
the holder of Restricted Drs. and the amount of Restricted Drs. 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, a Book-Entry Confirmation and all other documents
required by the Letter of Transmittal will be deposited by the Eligible
Institution with the Exchange Agent and (iii) a Book-Entry Confirmation and all
other documents required by the Letter of Transmittal 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 Restricted Drs. and all other
required documents is at the election and risk of the tendering holders, and the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Restricted Drs. are sent by mail, it is suggested that the
mailing be 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.

2. SIGNATURES ON THIS LETTER; GUARANTEE OF SIGNATURES.

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

If this Letter 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 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.

In the event that signatures on this Letter are required to be guaranteed,
such guarantees must be by a firm that is a member or participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchange Medallion Program, or by an
"eligible guarantor institution" within the meaning of Rule 17Ad-15 under the
Exchange Act (collectively, "Eligible Institutions").

Signatures on this Letter need not be guaranteed by an Eligible
Institution, provided the Restricted Drs. are tendered: (i) by a registered
holder of Restricted Drs. who has not completed the box entitled "Special
Issuance Instructions" on this Letter; or (ii) for the account of an Eligible
Institution.

3. SPECIAL ISSUANCE AND REGISTRATION INSTRUCTIONS.

Tendering holders of Restricted Drs. may request that Restricted Drs. not
exchanged be credited to an account maintained at the Book-Entry Transfer
Facility designated by such holder hereon. If no such instructions are given,
such Restricted Drs. not exchanged will be returned to the name of the person
signing this Letter.

4. TAX IDENTIFICATION NUMBER.

United States federal income tax law may require that a tendering holder
whose Restricted Drs. are accepted for exchange provide the Company (as payor)
with such holder's correct Taxpayer Identification Number ("TIN") on Substitute
Form W-9 below, 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
current TIN or an adequate basis for an exemption, such tendering holder may be
subject to a $50 penalty imposed by the United States Internal Revenue Service
(the "IRS"). In addition, such tendering holder may be subject to backup
withholding tax in an amount equal to 31% of all reportable payments made after
the exchange. If such withholding results in an overpayment of taxes, a refund
may be obtained.

Exempt holders of Restricted Drs. (including, among others, all
corporations) are not subject to these backup withholding requirements. See the
enclosed Guidelines For Certification of Taxpayer Identification Number on
Substitute Form W-9 (the "Guidelines") for additional instructions.

To prevent backup withholding tax, each tendering holder of Restricted Drs.
should provide its correct TIN by completing the Substitute Form W-9 set forth
below, certifying that the TIN provided is correct. If the tendering holder of
Restricted Drs. is a nonresident alien or foreign entity not subject to backup
withholding tax, such holder should provide a completed Form W-8, Certificate of
Foreign Status. These forms may be obtained from the Exchange Agent. If the
Restricted Drs. are held in more than one name or are not held in the name of
the actual owner, such holder should consult the Guidelines for information on
which TIN to report.

5. TRANSFER TAXES.

The Company will pay all transfer taxes, if any, applicable to the transfer
of Exchange Drs. in exchange for Restricted Drs. pursuant to the Exchange Offer.
If, however, Exchange Drs. or Restricted Drs. not tendered or not accepted are
to be registered in the name of any person other than the registered holder of
the Restricted Drs. tendered hereby, or if tendered Restricted Drs. 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
Restricted Drs. 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 person) 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 5, it will not be necessary for
transfer tax stamps to be affixed to the Restricted Drs. specified in this
letter.

6. WAIVER OF CONDITIONS.

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

7. NO CONDITIONAL TENDERS.

No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Restricted Drs., by execution of this
Letter, shall waive any right to receive notice of the acceptance of their
Restricted Drs. 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
Restricted Drs., nor shall any of them incur any liability for failure to give
any such notice.

8. 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, may be directed to the
Exchange Agent, at the address and telephone number indicated above.

- --------------------------------------------------------------------------------
Name (if joint names, list first and circle the name of the person or entity
whose number you enter below)

- --------------------------------------------------------------------------------
Business Name (Sole proprietors see the instructions in the enclosed Guidelines
for Certification of Taxpayer Identification Number on Substitute Form W-9 (the
"Guidelines"))

- --------------------------------------------------------------------------------
Address

- --------------------------------------------------------------------------------
City, State and Zip Code

- --------------------------------------------------------------------------------
PART I - TAXPAYER IDENTIFICATION NUMBER

Enter your taxpayer identification number in
the appropriate box. For individuals, this is
your social security number. For sole
SUBSTITUTE FORM W-9 proprietors, see the instructions in the
Department of the Treasury Guidelines. For other entities, it is your
Internal Revenue Service employer identification number. If you do not
have a number, see "Obtaining a Number" in
Request for Taxpayer the Guidelines.
Identification Number and
Certification Note: If the account is in more than one
- --------------------------------- name, see the chart on page 1 of the
Guidelines on whose number to enter.

----------------------------------
Social Security Number
----------------------------------

----------------------------------
Employer Identification Number
----------------------------------

--------------------------------------------
PART II - FOR PAYEES EXEMPT FROM BACKUP
WITHHOLDING (SEE INSTRUCTIONS IN THE
GUIDELINES)
- -------------------------------------------------------------------------------
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.

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 underreporting interest or dividends on your tax return.

SIGNATURE:------------------------------------ DATE:-------------, 1998

NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF CERTAIN PAYMENTS MADE TO YOU. PLEASE REVIEW THE GUIDELINES FOR
ADDITIONAL DETAILS.
- -------------------------------------------------------------------------------