EXHIBIT  99.1  COPY  OF  SECTION  55-8-51  OF  NORTH  CAROLINA  GENERAL STATUTES

SECTION  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, which 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. (1955, c. 1371, s. 1; 1969, c. 797, s. 2;
     1973,  c. 469, s. 6; 1985 (Reg. Sess., 1986), c. 1027, s. 39; 1989, c. 265,
     s.  1.)