Exhibit 99.10

     Sections 450.1551 to 450.1571 of the Michigan Business Corporation Act

450.1551. Directors' liability for corporate actions; shareholder's liability
for unauthorized dividends or distributions

     Sec. 551. (1) Directors who vote for, or concur in, any of the following
corporate actions are jointly and severally liable to the corporation for the
benefit of its creditors or shareholders, to the extent of any legally
recoverable injury suffered by its creditors or shareholders as a result of the
action but not to exceed the difference between the amount paid or distributed
and the amount that lawfully could have been paid or distributed:

     (a) Declaration of a share dividend or distribution to shareholders
contrary to this act or contrary to any restriction in the articles of
incorporation.

     (b) Distribution to shareholders during or after dissolution of the
corporation without paying or providing for debts, obligations, and liabilities
of the corporation as required by section 855a. [FN1]

     (c) Making a loan to a director, officer, or employee of the corporation or
of a subsidiary of the corporation contrary to this act.

     (2) A director is not liable under this section if he or she has complied
with section 541a. [FN2]

     (3) A shareholder who accepts or receives a share dividend or distribution
with knowledge of facts indicating it is contrary to this act, or any
restriction in the articles of incorporation, is liable to the corporation for
the amount accepted or received in excess of the shareholder's share of the
amount that lawfully could have been distributed.

     [FN1] M.C.L.A. (S) 450.1855a.
     [FN2] M.C.L.A. (S) 450.1541a.

450.1552. Remedies of director liable for corporate actions

     Sec. 552. (1) A director against whom a claim is successfully asserted
under section 551 [FN1] is entitled to contribution from the other directors who
voted for, or concurred in, the action upon which the claim is asserted.

     (2) A director against whom a claim is successfully asserted under section
551 is entitled, to the extent of the amounts paid by him or her to the
corporation as a result of the claims, to all of the following:

     (a) Upon payment to the corporation of any amount of an improper share
dividend or distribution, to be subrogated to the rights of the corporation
against shareholders who received the share dividend or distribution in
proportion to the amounts received by them respectively.

     (b) Upon payment to the corporation of any amount of the purchase price of
an improper purchase of shares to have the corporation rescind the purchase and
recover for his or her benefit, but at his or her expense, the amount of the
purchase price from any seller who sold the shares with knowledge of facts
indicating that the purchase of shares by the corporation was not authorized by
this act, or to have the corporation assign to the director the shares and any
claim against the seller.

     (c) Upon payment to the corporation of the claim of a creditor because of a
violation of subdivision (1)(b) of section 551, to be subrogated to the rights
of the corporation against shareholders who received an improper distribution of
assets.

     (d) Upon payment to the corporation of the amount of a loan made improperly
to a director, officer, or employee, to be subrogated to the rights of the
corporation against a director, officer, or employee who received the improper
loan.

     [FN1] M.C.L.A. (S) 450.1551.




450.1553. Presumption of director's concurrence in corporate actions; dissent

     Sec. 553. A director who is present at a meeting of the board, or a
committee thereof of which he is a member, at which action on a corporate matter
referred to in section 551 [FN1] is taken is presumed to have concurred in that
action unless his dissent is entered in the minutes of the meeting or unless he
files his written dissent to the action with the person acting as secretary of
the meeting before or promptly after the adjournment thereof. The right to
dissent does not apply to a director who voted in favor of the action. A
director who is absent from a meeting of the board, or a committee thereof of
which he is a member, at which any such action is taken is presumed to have
concurred in the action unless he files his dissent with the secretary of the
corporation within a reasonable time after he has knowledge of the action.

     [FN1] M.C.L.A. (S) 450.1551.

450.1554. Limitations, actions against directors or shareholders or by directors

     Sec. 554. An action against a director or shareholder for recovery upon a
liability imposed by section 551 [FN1] shall be commenced within 3 years after
the cause of action accrues. An action under section 552 [FN2] shall be
commenced within 3 years after payment by the director to the corporation.

     [FN1] M.C.L.A. (S) 450.1551.
     [FN2] M.C.L.A. (S) 450.1552.

450.1561. Indemnification; actions by third parties

     Sec. 561. A corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative and whether formal or informal, other than an action by or in the
right of the corporation, by reason of the fact that he or she is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, or other enterprise, whether for profit or not, against
expenses, including attorneys' fees, judgments, penalties, fines, and amounts
paid in settlement actually and reasonably incurred by him or her in connection
with the action, suit, or proceeding, if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation or its shareholders, and with respect to a criminal
action or proceeding, if the person had no reasonable cause to believe his or
her conduct was unlawful. The termination of an action, suit, or proceeding by
judgment, order, settlement, conviction, or upon a plea of nolo contendere or
its equivalent, does not, of itself, create a presumption that the person did
not act in good faith and in a manner which he or she reasonably believed to be
in or not opposed to the best interests of the corporation or its shareholders,
and, with respect to a criminal action or proceeding, had reasonable cause to
believe that his or her conduct was unlawful.

450.1562. Indemnification; actions by or in right of the corporation

     Sec. 562. A corporation has the power to indemnify a person who was or is a
party or is threatened to be made a party to a threatened, pending, or completed
action or suit by or in the right of the corporation to procure a judgment in
its favor by reason of the fact that he or she is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust, or
other enterprise, whether for profit or



not, against expenses, including attorneys' fees, and amounts paid in settlement
actually and reasonably incurred by the person in connection with the action or
suit, if the person acted in good faith and in a manner the person reasonably
believed to be in or not opposed to the best interests of the corporation or its
shareholders. Indemnification shall not be made for a claim, issue, or matter in
which the person has been found liable to the corporation except to the extent
authorized in section 564c. [FN1]

     [FN1] M.C.L.A. (S) 450.1564c.

450.1563. Indemnification against expenses; successful defense of proceedings or
claims

     Sec. 563. To the extent that a director or officer of a corporation has
been successful on the merits or otherwise in defense of an action, suit, or
proceeding referred to in section 561 or 562, or in defense of a claim, issue,
or matter in the action, suit, or proceeding, the corporation shall indemnify
him or her against actual and reasonable expenses, including attorneys' fees,
incurred by him or her in connection with the action, suit, or proceeding and an
action, suit, or proceeding brought to enforce the mandatory indemnification
provided in this section.

450.1564. Repealed by P.A.1989, No. 121, (S) 2, Eff. Oct. 1

450.1564a. Indemnification; determination of propriety, evaluation of expense
and settlement reasonableness; director participation; partial indemnification

     Sec. 564a. (1) Except as otherwise provided in subsection (5), an
indemnification under section 561 or 562, [FN1] unless ordered by the court,
shall be made by the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer, employee, or agent
is proper in the circumstances because he or she has met the applicable standard
of conduct set forth in sections 561 and 562 and upon an evaluation of the
reasonableness of expenses and amounts paid in settlement. This determination
and evaluation shall be made in any of the following ways:

     (a) By a majority vote of a quorum of the board consisting of directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding.

     (b) If a quorum cannot be obtained under subdivision (a), by majority vote
of a committee duly designated by the board and consisting solely of 2 or more
directors not at the time parties or threatened to be made parties to the
action, suit, or proceeding.

     (c) By independent legal counsel in a written opinion, which counsel shall
be selected in 1 of the following ways:

     (i) By the board or its committee in the manner prescribed in subdivision
(a) or (b).

     (ii) If a quorum of the board cannot be obtained under subdivision (a) and
a committee cannot be designated under subdivision (b), by the board.

     (d) By all independent directors who are not parties or threatened to be
made parties to the action, suit, or proceeding.

     (e) By the shareholders, but shares held by directors, officers, employees,
or agents who are parties or threatened to be made parties to the action, suit,
or proceeding may not be voted.

     (2) In the designation of a committee under subsection (1)(b) or in the
selection of independent legal counsel under subsection (1)(c)(ii), all
directors may participate.

     (3) If a person is entitled to indemnification under section 561 or 562 for
a portion of expenses, including



reasonable attorneys' fees, judgments, penalties, fines, and amounts paid in
settlement, but not for the total amount, the corporation may indemnify the
person for the portion of the expenses, judgments, penalties, fines, or amounts
paid in settlement for which the person is entitled to be indemnified.

     (4) An authorization of payment of indemnification under this section shall
be made in any of the following ways:

     (a) By the board in 1 of the following ways:

     (i) If there are 2 or more directors who are not parties or threatened to
be made parties to the action, suit, or proceeding, by a majority vote of all
directors who are not parties or threatened to be made parties, a majority of
whom shall constitute a quorum for this purpose.

     (ii) By a majority of the members of a committee of 2 or more directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding.

     (iii) If the corporation has 1 or more independent directors who are not
parties or threatened to be made parties to the action, suit, or proceeding, by
a majority vote of all independent directors who are not parties or are
threatened to be made parties, a majority of whom shall constitute a quorum for
this purpose.

     (iv) If there are no independent directors and less than 2 directors who
are not parties or threatened to be made parties to the action, suit, or
proceeding, by the vote necessary for action by the board in accordance with
section 523, [FN2] in which authorization all directors may participate.

     (b) By the shareholders, but shares held by directors, officers, employees,
or agents who are parties or threatened to be made parties to the action, suit,
or proceeding may not be voted on the authorization.

     (5) To the extent that the articles of incorporation include a provision
eliminating or limiting the liability of a director pursuant to section
209(1)(c), [FN3] a corporation may indemnify a director for the expenses and
liabilities described in this subsection without a determination that the
director has met the standard of conduct set forth in sections 561 and 562, but
no indemnification may be made except to the extent authorized in section 564c
[FN4] if the director received a financial benefit to which he or she was not
entitled, intentionally inflicted harm on the corporation or its shareholders,
violated section 551, [FN5] or intentionally committed a criminal act. In
connection with an action or suit by or in the right of the corporation as
described in section 562, indemnification under this subsection may be for
expenses, including attorneys' fees, actually and reasonably incurred. In
connection with an action, suit, or proceeding other than an action, suit, or
proceeding by or in the right of the corporation, as described in section 561,
indemnification under this subsection may be for expenses, including attorneys'
fees, actually and reasonably incurred, and for judgments, penalties, fines, and
amounts paid in settlement actually and reasonably incurred.

     [FN1] M.C.L.A. (S)(S) 450.1561 or 450.1562.
     [FN2] M.C.L.A. (S) 450.1523.
     [FN3] M.C.L.A. (S) 450.1209.
     [FN4] M.C.L.A. (S) 450.1564c.
     [FN5] M.C.L.A. (S) 450.1551.

450.1564b. Payment or reimbursement of reasonable expenses prior to final
disposition of proceedings, conditions; unlimited general obligation

     Sec. 564b. (1) A corporation may pay or reimburse the reasonable expenses
incurred by a director, officer, employee, or agent who is a party or threatened
to be made a party to an action, suit, or proceeding in advance of final
disposition of the proceeding if the person furnishes the corporation a written
undertaking, executed personally or on his or her behalf, to repay the advance
if it is ultimately determined that he or she did not meet the applicable
standard of conduct, if any, required by this act for the indemnification of a
person under the circumstances.



     (2) The undertaking required by subsection (1) must be an unlimited general
obligation of the person but need not be secured and may be accepted without
reference to the financial ability of the person to make repayment.

     (3) An evaluation of reasonableness under this section shall be made in the
manner specified in section 564a(1) for an evaluation of reasonableness of
expenses, and an authorization shall be made in the manner specified in section
564a(4) unless an advance is mandatory.

     (4) A provision in the articles of incorporation or bylaws, a resolution of
the board or shareholders, or an agreement making indemnification mandatory
shall also make the advancement of expenses mandatory unless the provision,
resolution, or agreement specifically provides otherwise.

450.1564c. Application for indemnification; order; limitation

     Sec. 564c. A director, officer, employee, or agent of the corporation who
is a party or threatened to be made a party to an action, suit, or proceeding
may apply for indemnification to the court conducting the proceeding or to
another court of competent jurisdiction. On receipt of an application, the court
after giving any notice it considers necessary may order indemnification if it
determines that the person is fairly and reasonably entitled to indemnification
in view of all the relevant circumstances, whether or not he or she met the
applicable standard of conduct set forth in sections 561 and 562 [FN1] or was
adjudged liable as described in section 562, [FN2] but if he or she was adjudged
liable, his or her indemnification is limited to reasonable expenses incurred.

     [FN1] M.C.L.A.(S)(S) 450.1561 and 450.1562.
     [FN2] M.C.L.A.(S) 450.1562.

450.1565. Indemnification or advancement of expenses provided under this chapter
not exclusive

     Sec. 565. (1) The indemnification or advancement of expenses provided under
sections 561 to 564c [FN1] is not exclusive of other rights to which a person
seeking indemnification or advancement of expenses may be entitled under the
articles of incorporation, bylaws, or a contractual agreement. The total amount
of expenses advanced or indemnified from all sources combined shall not exceed
the amount of actual expenses incurred by the person seeking indemnification or
advancement of expenses.

     (2) The indemnification provided for in sections 561 to 565 [FN2] continues
as to a person who ceases to be a director, officer, employee, or agent and
shall inure to the benefit of the heirs, personal representatives, and
administrators of the person.

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1564c.
     [FN2] M.C.L.A. (S)(S) 450.1561 to 450.1565.

450.1567. Liability insurance for directors, officers, partners, etc.

     Sec. 567. (1) A corporation may purchase and maintain insurance on behalf
of any person who is or was a director, officer, employee, or agent of the
corporation, or who is or was serving at the request of the corporation as a
director, officer, partner, trustee, employee, or agent of another corporation,
partnership, joint venture, trust, or other enterprise against any liability
asserted against him or her and incurred by him or her in any such capacity or
arising out of his or her status as such, whether or not the corporation would
have power to indemnify him or her against liability under sections 561 to 565.
[FN1]

     (2) If the articles of incorporation include a provision eliminating or
limiting the liability of a director pursuant to section 209(1)(c), [FN2]
insurance on behalf of a director under subsection (1) may be purchased from an
insurer owned by the corporation, but insurance purchased from that insurer may
insure a director against monetary liability to the corporation or its
shareholders only to the extent to which the corporation could indemnify the
director under



section 564a(5).

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.565.
     [FN2] M.C.L.A. (S) 450.1209.

450.1569. Indemnification and insurance, constituent corporations and resulting
or surviving corporations

     Sec. 569. For purposes of sections 561 to 567, [FN1] "corporation" includes
all constituent corporations absorbed in a consolidation or merger and the
resulting or surviving corporation, so that a person who is or was a director,
officer, employee, or agent of the constituent corporation or is or was serving
at the request of the constituent corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, or other enterprise whether for profit or not
shall stand in the same position under the provisions of this section with
respect to the resulting or surviving corporation as the person would if he or
she had served the resulting or surviving corporation in the same capacity.

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1567.

450.1571. Definitions

     Sec. 571. For the purposes of sections 561 to 567: [FN1]

     (a) "Fines" shall include any excise taxes assessed on a person with
respect to an employee benefit plan.

     (b) "Other enterprises" shall include employee benefit plans.

     (c) "Serving at the request of the corporation" shall include any service
as a director, officer, employee, or agent of the corporation which imposes
duties on, or involves services by, the director, officer, employee, or agent
with respect to an employee benefit plan, its participants, or its
beneficiaries.

     (d) A person who acted in good faith and in a manner he or she reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be considered to have acted in a manner "not opposed
to the best interests of the corporation or its shareholders" as referred to in
sections 561 and 562. [FN2]

     [FN1] M.C.L.A. (S)(S) 450.1561 to 450.1567.
     [FN2] M.C.L.A. (S)(S) 450.1561 and 450.1562.