EXHIBIT 99.1

                  ARTICLE 8-11 COMMITTEES

                  C.       AUDIT COMMITTEE

                  THE PRESIDENT OF THE BOARD OF DIRECTORS WILL NAME THE
                  PRESIDENT OF THIS COMMITTEE, WHO WILL NOT BE THE TREASURER OR
                  THE ASSISTANT TREASURER OF THE CORPORATION, AND AT LEAST SIX
                  (6) ADDITIONAL MEMBERS OF THE BOARD OF DIRECTORS, AND WHO WILL
                  MEET NO LESS THAN ONCE EVERY THREE MONTHS, AND AS MANY TIMES
                  AS NECESSARY. THE DECISIONS OF THIS COMMITTEE WILL BE BY A
                  MAJORITY OF THE MEMBERS PRESENT AT EACH MEETING.

                  THE DUTIES OF THIS COMMITTEE WILL BE:

                  1.       REVIEW AND MAKE SURE THAT THE CORPORATION AND ITS
                           SUBSIDIARIES HAVE AN ADEQUATE INTERNAL CONTROLS
                           STRUCTURE TO SAFEGUARD THE ASSETS, GENERATE RELIABLE
                           FINANCIAL INFORMATION Y ASSURE COMPLIANCE WITH
                           APPLICABLE LAWS AND REGULATIONS.

                  2.       REVIEW THE ACTIVITIES PERFORMED BY THE INTERNAL AUDIT
                           OFFICE OF THE CORPORATION.

                  3.       SELECT, FOR THE FINAL DETERMINATION OF THE BOARD OF
                           DIRECTORS, THE EXTERNAL AUDITING FIRM OF THE
                           CORPORATION.

                  4.       REVIEW THE RESULTS OF THE AUDITS PERFORMED BY THE
                           REGULATORY AGENCIES.

                  5.       REVIEW THE CONSOLIDATED FINANCIAL REPORTS OF THE
                           CORPORATION TO BE ISSUED OR FILED WITH REGULATORY
                           AGENCIES.

                  6.       REVIEW AND JUDGE THE ANNUAL REPORT PREPARED BY THE
                           EXTERNAL AUDITORS.


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