to the extent of any Proceeding under Section 3.14(a)(ii) or any Proceeding under Section 3.14(a)(i), excluding matters set forth in the Disclosure Letter, that may result in an uninsured loss in excess of $2 M)

                                        February 10, 2000




Xxxxxxx X. Xxxxx
Xxxx & Xxxxx
0000 Xxxxxxx Xxxx Xxxx
00xx Xxxxx
Xxx Xxxxxxx, XX 00000


Dear Xxxx:

         We have agreed that Section 7.1 will be modified to delete the
reference to Section 3.15 and that the following insert will be added after the
reference to Section 3.14:

         (to the extent of any Proceeding under Section 3.14(a)(ii) or any
         Proceeding under Section 3.14(a)(i), excluding matters set forth in
         the Disclosure Letter, that may result in an uninsured loss in excess
         of $2 M)

         The Agreement and Plan of Merger will be conformed to reflect the above
change.

                                        Very truly yours,

                                        /s/ Xxxxxx X. Xxxxxxxx

                                        Xxxxxx X. Xxxxxxxx