EXHIBIT 99

                                  UNDERTAKINGS

     For the purposes of complying with the amendments to the rules governing 
Form S-8 under the Securities Act of 1933 (the "Securities Act"), the 
Registrant hereby undertakes as follows, which undertaking shall be 
incorporated by reference into Registrant's Statement on Form S-8 Nos. 
333-04273 (filed May 22, 1996), 333-175155 (filed December 2, 1996) and 
333-41447 (filed December 4, 1997):

     Insofar as indemnification for liabilities arising under the Securities 
     Act may be permitted to directors, officers and controlling persons of 
     the Registrant, the Registrant has been advised that in the opinion of 
     the Securities and Exchange Commission such indemnification is against 
     public policy as expressed in the Securities Act and is, therefore, 
     unenforceable. In the event that a claim for indemnification against 
     such liabilities (other than the payment by the Registrant of expenses 
     incurred or paid by a director, officer or controlling person of the 
     Registrant in the successful defense of any action, suit or proceeding) 
     is asserted by such director, officer or controlling person in 
     connection with the securities being registered, the Registrant will, 
     unless in the opinion of its counsel the matter has been settled by 
     controlling precedent, submit to a court of appropriate jurisdiction the 
     question whether such indemnification by it is against public policy as 
     expressed in the Securities Act and will be governed by the final 
     adjudication of such issue.