Amendment To Underwriting Agreement

AMENDMENT TO
UNDERWRITING AGREEMENT


Amendment to Underwriting Agreement, dated as of the 23rd day of September, 1997 (the "Amendment"), to the Underwriting Agreement, dated as of August 12, 1996 (the "Underwriting Agreement"), by and between the parties executing this Amendment.


W I T N E S S E T H :


WHEREAS, concurrently with the execution hereof the parties hereto and certain third parties have executed and delivered a certain Amendment to Settlement and Voting Agreement; and


WHEREAS, the parties hereto hereby agree that it would be in their mutual best interest to amend the Underwriting Agreement in the manner set forth herein;


NOW, THEREFORE, in consideration of the above premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


1. Definitions. All capitalized terms which are not defined herein shall have the respective meanings set forth in the Underwriting Agreement.


2. Modifications. The Underwriting Agreement is hereby amended as follows:


Sections 5(n), 5(p) and 5(v) of the Underwriting Agreement
shall be deleted in their entirety and the following
provisions substituted in lieu thereof:


5(n) From the Effective Date until January 1, 1998, not
issue any other shares of Common Stock or securities
convertible into Common Stock without the prior written
consent of the Underwriter, which consent shall not be
unreasonably withheld or delayed. In the event that the
Company requests t ...