Exhibit 99.12

   Sections 55-8-50 to 55-8-58 of the North Carolina Business Corporation Act


(S)55-8-50. Policy statement and definitions

 (a) It is the public policy of this State to enable corporations organized
under this Chapter to attract and maintain responsible, qualified directors,
officers, employees and agents, and, to that end, to permit corporations
organized under this Chapter to allocate the risk of personal liability of
directors, officers, employees and agents through indemnification and insurance
as authorized in this Part.

 (b) Definitions in this Part:

  (1) "Corporation" includes any domestic or foreign corporation absorbed in a
merger which, if its separate existence had continued, would have had the
obligation or power to indemnify its directors, officers, employees, or agents,
so that a person who would have been entitled to receive or request
indemnification from such corporation if its separate existence had continued
shall stand in the same position under this Part with respect to the surviving
corporation.

  (2) "Director" means an individual who is or was a director of a corporation
or an individual who, while a director of a corporation, is or was serving at
the corporation's request as a director, officer, partner, trustee, employee, or
agent of another foreign or domestic corporation, partnership, joint venture,
trust, employee benefit plan, or other enterprise. A director is considered to
be serving an employee benefit plan at the corporation's request if his duties
to the corporation also impose duties on, or otherwise involve services by, him
to the plan or to participants in or beneficiaries of the plan. "Director"
includes, unless the context requires otherwise, the estate or personal
representative of a director.

  (3) "Expenses" means expenses of every kind incurred in defending a
proceeding, including counsel fees.

  (4) "Liability" means the obligation to pay a judgment, settlement, penalty,
fine (including an excise tax assessed with respect to an employee benefit
plan), or reasonable expenses incurred with respect to a proceeding.

  (4a) "Officer", "employee", or "agent" includes, unless the context requires
otherwise, the estate or personal representative of a person who acted in that
capacity.

  (5) "Official capacity" means: (i) when used with respect to a director, the
office of director in a corporation; and (ii) when used with respect to an
individual other than a director, as contemplated in G.S. 55-8-56, the office in
a corporation held by the officer or the employment or agency relationship
undertaken by the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic corporation
or any partnership, joint venture, trust, employee benefit plan, or other
enterprise.

  (6) "Party" includes an individual who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

  (7) "Proceeding" means any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative and
whether formal or informal.

(S) 55-8-51. Authority to indemnify

 (a) Except as provided in subsection (d), a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if:

  (1) He conducted himself in good faith; and



  (2) He reasonably believed (i) in the case of conduct in his official capacity
with the corporation, that his conduct was in its best interests; and (ii) in
all other cases, that his conduct was at least not opposed to its best
interests; and

  (3) In the case of any criminal proceeding, he had no reasonable cause to
believe his conduct was unlawful.

 (b) A director's conduct with respect to an employee benefit plan for a purpose
he reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the requirement of
subsection (a)(2)(ii).

 (c) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of no contest or its equivalent is not, of itself, determinative
that the director did not meet the standard of conduct described in this
section.

 (d) A corporation may not indemnify a director under this section:

  (1) In connection with a proceeding by or in the right of the corporation in
which the director was adjudged liable to the corporation; or

  (2) In connection with any other proceeding charging improper personal benefit
to him, whether or not involving action in his official capacity, in which he
was adjudged liable on the basis that personal benefit was improperly received
by him.

 (e) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation that is concluded without a
final adjudication on the issue of liability is limited to reasonable expenses
incurred in connection with the proceeding.

 (f) The authorization, approval or favorable recommendation by the board of
directors of a corporation of indemnification, as permitted by this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such indemnification shall be void or voidable on
such ground.

(S) 55-8-52. Mandatory indemnification

 Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the defense
of any proceeding to which he was a party because he is or was a director of the
corporation against reasonable expenses incurred by him in connection with the
proceeding.

(S) 55-8-53. Advance for expenses

 Expenses incurred by a director in defending a proceeding may be paid by the
corporation in advance of the final disposition of such proceeding as authorized
by the board of directors in the specific case or as authorized or required
under any provision in the articles of incorporation or bylaws or by any
applicable resolution or contract upon receipt of an undertaking by or on behalf
of the director to repay such amount unless it shall ultimately be determined
that he is entitled to be indemnified by the corporation against such expenses.

(S) 55-8-54. Court-ordered indemnification

 Unless a corporation's articles of incorporation provide otherwise, a director
of the corporation who is a party to a 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
the court considers necessary may order indemnification if it determines:



  (1) The director is entitled to mandatory indemnification under G.S. 55-8- 52,
in which case the court shall also order the corporation to pay the director's
reasonable expenses incurred to obtain court-ordered indemnification; or

  (2) The director is fairly and reasonably entitled to indemnification in view
of all the relevant circumstances, whether or not he met the standard of conduct
set forth in G.S. 55-8-51 or was adjudged liable as described in G.S.
55-8-51(d), but if he was adjudged so liable his indemnification is limited to
reasonable expenses incurred.

(S) 55-8-55. Determination and authorization of indemnification

 (a) A corporation may not indemnify a director under G.S. 55-8-51 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because he
has met the standard of conduct set forth in G.S. 55-8-51.

 (b) The determination shall be made:

  (1) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

  (2) If a quorum cannot be obtained under subdivision (1), by majority vote of
a committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting solely of two or more
directors not at the time parties to the proceeding;

  (3) By special legal counsel (i) selected by the board of directors or its
committee in the manner prescribed in subdivision (1) or (2); or (ii) if a
quorum of the board of directors cannot be obtained under subdivision (1) and a
committee cannot be designated under subdivision (2), selected by majority vote
of the full board of directors (in which selection directors who are parties may
participate); or

  (4) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted on the
determination.

 (c) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(b)(3) to select counsel.

(S) 55-8-56. Indemnification of officers, employees, and agents

 Unless a corporation's articles of incorporation provide otherwise:

  (1) An officer of the corporation is entitled to mandatory indemnification
under G.S. 55-8-52, and is entitled to apply for court-ordered indemnification
under G.S. 55-8-54, in each case to the same extent as a director;

  (2) The corporation may indemnify and advance expenses under this Part to an
officer, employee, or agent of the corporation to the same extent as to a
director; and

  (3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with public
policy, that may be provided by its articles of incorporation, bylaws, general
or specific action of its board of directors, or contract.



(S) 55-8-57. Additional indemnification and insurance

 (a) In addition to and separate and apart from the indemnification provided for
in G.S. 55-8-51, 55-8-52, 55-8-54, 55-8-55 and 55-8-56, a corporation may in its
articles of incorporation or bylaws or by contract or resolution indemnify or
agree to indemnify any one or more of its directors, officers, employees, or
agents against liability and expenses in any proceeding (including without
limitation a proceeding brought by or on behalf of the corporation itself)
arising out of their status as such or their activities in any of the foregoing
capacities; provided, however, that a corporation may not indemnify or agree to
indemnify a person against liability or expenses he may incur on account of his
activities which were at the time taken known or believed by him to be clearly
in conflict with the best interests of the corporation. A corporation may
likewise and to the same extent indemnify or agree to indemnify any person who,
at the request of the corporation, is or was serving as a director, officer,
partner, trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise or as a trustee or
administrator under an employee benefit plan. Any provision in any articles of
incorporation, bylaw, contract, or resolution permitted under this section may
include provisions for recovery from the corporation of reasonable costs,
expenses, and attorneys' fees in connection with the enforcement of rights to
indemnification granted therein and may further include provisions establishing
reasonable procedures for determining and enforcing the rights granted therein.

 (b) The authorization, adoption, approval, or favorable recommendation by the
board of directors of a public corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
shall not be deemed an act or corporate transaction in which a director has a
conflict of interest, and no such articles of incorporation or bylaw provision
or contract or resolution shall be void or voidable on such grounds. The
authorization, adoption, approval, or favorable recommendation by the board of
directors of a nonpublic corporation of any provision in any articles of
incorporation, bylaw, contract or resolution, as permitted in this section,
which occurred prior to July 1, 1990, shall not be deemed an act or corporate
transaction in which a director has a conflict of interest, and no such articles
of incorporation, bylaw provision, contract or resolution shall be void or
voidable on such grounds. Except as permitted in G.S. 55-8-31, no such bylaw,
contract, or resolution not adopted, authorized, approved or ratified by
shareholders shall be effective as to claims made or liabilities asserted
against any director prior to its adoption, authorization, or approval by the
board of directors.

 (c) A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee, or agent of the
corporation, or who, while a director, officer, employee, or agent of the
corporation, 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, employee benefit plan, or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee, or agent,
whether or not the corporation would have power to indemnify him against the
same liability under any provision of this Chapter.

(S) 55-8-58. Application of Part

 (a) If articles of incorporation limit indemnification or advance for expenses,
indemnification and advance for expenses are valid only to the extent consistent
with the articles.

 (b) This Part does not limit a corporation's power to pay or reimburse expenses
incurred by a director in connection with his appearance as a witness in a
proceeding at a time when he has not been made a named defendant or respondent
to the proceeding.

 (c) This Part shall not affect rights or liabilities arising out of acts or
omissions occurring before July 1, 1990.