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Private Wealth Nlanacernent



Margin Agreement



In consideration of your accepting one or more

accounts of the undersigned (whether designated by

name, number or otherwise), your agreeing to act as

broker for the undersigned's purchase or sale of

securities or commodities, or your entering into any

contract with the undersigned from time to time,

including, without limitation, securities contracts,

commodity contracts, forward contracts, repurchase

agreements, swap agreements, howsoever any such

agreement may be evidenced, including agreements

confirmed in writing by only one party thereto (this

agreement, and all such contracts and transactions,

collectively "Contracts"), the undersigned agrees to the

following with respect to any of the undersigned's

accounts with you for extensions of credit, the

purchase and sale of securities, options, and other

property, or any transaction between you and the

undersigned, and for the purpose of granting you rights

of netting and set of and of foreclosure on cash,

secunties, commodities and other property wnich may

rcm time to time be held or carried in any account for

.he undersigned, that is due to the undersigned, or that

is delivered to or in the possession or control of you or

any of your agents, and any proceeds thereof

("Collateral"). For purposes of this agreement, 'you"

and "your' refer to Morgan Stanley & Co. Incorporated,

Morgan Stanley & Co. International Limited, Morgan

Stanley Japan Ltd., Morgan Stanley Asia Ltd., Morgan

Stanley Trust Company, Morgan Stanley GMBH,

Morgan Stanley Bank Luxembourg, Morgan Stanley

Market Products Inc., Morgan Stanley Capital Group

Inc., Morgan Stanley Group Inc., and any of their

subsidiaries, parents, affiliates, divisions, officers,

directors, agents and/or employees (also collectively

referred to as "Morgan Stanley" and the "Morgan

Stanley Entities").



1. Applicable rules and regulations

All transactions under this agreement shall be subject

to the rules and regulations of all applicable federal,

state and self-regulatory authorities including but not

limited to the Securities and Exchange Commission, all

relevant securities and commodity exchanges. the

Municipal Securities Rulemaking Board, Lhe National

Assocation of Securities Dealers, the Board of

Governors of the Federal Reserve System and the

constitution, runes and customs of the exchange or

market (and its clearinghouse, if any) where executed.

DOC:1C

1001 (Rev 10199)



1iiUl~t~4 J' ~1rL ' I)LA ~' FYI.1 1 i1i



  Account number



2. Security interest and lien

All collateral which you may at any time be carrying for

the undersigned or which may at any time be in your

possession or control for any purpose, including

safekeeping, and any proceeds and distributions

therefrom, shall be subject to a general lien and a

continuing first security interest for the discharge of all

Obligations and liabilities of the undersigned to you,

irrespective of whether or not you have made

advances in connection with such Collateral, and

irrespective of the number of accounts the undersigned

may have with you, or which Morgan Stanley Entity

holds such Collateral. For purposes of this agreement,

"Obligations" shall mean any and all obligations of a

party arising at any time and from time to time,

whether or not mature or contingent, reiatec to the

purchase or sale of securities or other property. or

uncer or in connection with any anc 211 Ccntracto,

including without limitation. payment and deliver,]

oblications, obligations relating to the extension of

credit or to pay damages (inducing cost of cover; arc

payment of legal and other expenses incurred in

connection with the enforcement of Contracts. You and

the undersigned each acknowledge and agree that

each Morgan Stanley Entity which holds Collateral

holds such Collateral for itself and also as agent and

bailee for all other Morgan Stanley Entities which are

secured parties under any Contract. You may, at any

time at your discretion and without prior notice to the

undersigned, use, apply, or transfer any and all

Collateral interchangeably between Morgan Stanley

Entities in any accounts in whicri the undersigned has

an interest other than from Regulated Commodity

Accounts. In the event of a breach or default under this

or any other agreement, you shall have all rights and

remedies available to a secured creditor under any

applicable law in addition to the rights and remedies

provided herein. All Collateral delivered to you shall be

free and dear of all prior liens, claims and

encumbrances, and the undersigned will not cause or

allow any of the Collateral in your possession or

control, whether now owned or hereafter acquired, to

be or become subject to any liens, security interests,

mortgages or encumbrances of any nature other than

the security interest created in your favor. The

undersigned shall execute such documents and take

sucn other action as you shall reasonably request in



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margin N.greement



order to perfect your rights with respect to any such

Collateral. In addition, the undersigned appoints you as

the undersigned's attorney-in-fact to act on the

undersigned's behalf to sign, seal, execute, and deliver

all documents. and do all such acts as may be

required, to realize upon all rights in the Collateral.



3. Rights of Morgan Stanley



You are hereby authorized, in your discretion, (a) upon

the undersigned's death or breach of this agreement,

(b) upon a breach, repudiation, misrepresentation or

default (howsoever characterized) by the undersigned

under any Contract, (c) upon the failure by the

undersigned to give adequate assurance of due

performance as set forth in Section 4 hereof. which

shall constitute a material and additional breach,

repudiation, misrepresentation or default (howsoever

characterized) under the terms of all Contracts, to

terminate. liquidate and accelerate any and all

Contracts and to exercise any right under any security

relating tc any Contract and any right to net or set off

payments which may arise under any Contract or other

agreement or under applicable law, (d) upon the filing

by or against the uncersigned of a petition or other

proceeding in bankruptcy, insolvency, or for the

appointment of a receiver, (e) upon the levy of an

attachment against any property or the accounts of the

undersigned. (f) upon the failure of the undersigned to

fulfill or discharge any Obligations under this

agreement or any Contract, including but not limited to

the failure to make a payment on demand, or (g)

should you for any reason whatsoever deem it

necessary or desirable for your protection, to cancel

any outstanding orders for the purchase or sale of any

securities or other property, or to sell any or all of the

securities and commodities or other property which

may be in your possession or control (either

individually or jointly with others), or to buy in any

securities. commodities or other property of which the

account or accounts of the undersigned may be short.

Such sale, purchase or cancellation may be made on

the exchange or other market where such business is

then usually transacted, or at public auction or at

private sale, without advertising the same and without

any notice of the time or place of sale to the

undersigned or to the personal representatives of the

undersigned, and without prior tender, demand or call

of any kind upon the undersigned or upon the personal

representatives of the undersigned, ail of which are

expressly waived, and you may purchase the whole or

any part thereof free from any right of redemption, and

the undersigned shall remain liable for any deficiency,

it being understood that a prior tender, demand or call







of any kind from you, or prior notice from you, of the

time and place of such sale or purchase shall not be

considered a waiver of your right to sell or buy any

securities and/or commodities and/or other property

held by you, or which the undersigned may owe to

you, at any time as provided herein.



4. Adequate assurances



If at any time you have reasonable grounds for

insecurity with respect to the undersigned's

performance of any of its Obligations, you may

demand, and the undersigned shall give, adequate

assurance of due performance by the undersigned

within 24 hours, or within any shorter period of time

you demand, that is reasonable under the

circumstances. The adequate assurance of

performance that may be demanded by you may,..

include, but shall not be limited to, the delivery by the

undersigned to you of additional property as Collateral.



5. Netting and set off rights of Morgan Stanley

You snail have the right, at any time and from time to

time. to set off any and all your Obligations against any

and all Obligations of the undersigned and to foreclose

on any Collateral for the purpose of satisfying any and

all Obligations of the undersigned. The undersigned

agrees that the fulfillment of your Obligations is

contingent upon there being no breach, repudiation,

misrepresentation or default (howsoever characterized)

by the undersigned which has occurred and is

continuing under any Contract.



6. Currency conversions

You shall have the right to convert currencies in

connection with the exercise of your rights hereunder

in such a manner as you may determine, in your sole

discretion, to be commercially reasonable.



7. Maintenance of Undersigned's collateral



All securities, commodities or other property, now or

hereafter in your possession or control (either

individually or jointly with others), or deposited to

secure the same, including proceeds and distributions

thereof, may from time to time and without notice to

the undersigned, be carried in your general loans and

may be pledged, repiedged, hypothecated or

re-hypothecated, separately or in common with other

securities, commodities or other property, for the sum

due to you thereon or for a greater sum and without

retaining in your possession and control for delivery a

like amount of similar securities, commodities, or other

property.



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Margin Agreement



8. Short and long sales

It is understood and agreed that the undersigned, when

placing with you any sell order for a short account, will

designate it as such and hereby authorizes you to mark

such order as being 'short,' and when placing with you

any sell order for a long account, will designate it as

such and hereby authorizes you to mark such order as

being 'long.' Any sell order which the undersigned shall

designate as being for a long account, as above

provided,. is for securities then owned by the

undersigned and, if such securities are not then

deliverable by you from any account of the

undersigned, the placing of such order shall constitute

a representation by the undersigned that it is

impracticable for the undersigned then to deliver such

securities to you but that the undersigned will deliver

them as soon as it is possible to do so, without undue

inconvenience or expense to you.



9. Failure of delivery

In case of the sale of any security, commodity, or other

property by you at the direction of the unders;cnec anc

your inability to deliver the same to the purchaser dy

reason of failure of the undersigned to supply You

therewith, the undersigned authorizes you to borrow or

purchase any such security, commodity, or other

property necessary to make delivery thereof. The

undersigned hereby agrees to be responsible for any

loss which you may sustain thereby and any premiums

which you may be required to pay thereon, and for any

loss which you may sustain by reason of your inability

to borrow or purchase the security, commodity,

or other property sold to fulfill your delivery obligation.



10. Confirmations, statements, and other



communications

Reports of the execution of orders and statements of

the account or accounts of the undersigned shall be

conclusive and binding if not objected to in writing, the

former within five days, and the latter within ten days.

after transmittal by you to the undersigned by mail or

otherwise. Communications may be sent to the

undersigned at the address of the undersigned, or at

such other address as the undersigned may hereinafter

give you in writing, and all communications so sent,

whether by mail, telegraph, messenger or otherwise,

snail be deemed given to the undersigned personally

as of the date sent, whether actually received or not.



11. No obligations

Fine undersigned agrees that you shall be under no

obligation whatsoever to enter into any Contract with

the undersigned.



12. Choice of dispute resolution

ANY DISPUTE THE UNDERSIGNED MAY HAVE WITH YOU

ARISING OUT OF, RELATING TO OR IN CONNECTION

WITH YOUR BUSINESS, ANY TRANSACTION OR

CONTRACT BETWEEN US OR THIS AGREEMENT SHALL

BE DETERMINED BY ARBITRATION OR LITIGATION IN

COURT AT THE ELECTION OF THE UNDERSIGNED.

REGARDLESS OF WHETHER THE UNDERSIGNED

CHOOSES TO PROCEED BY ARBITRATION OR

LITIGATION, THE UNDERSIGNED AND YOU AGREE TO

FOLLOW THE PROCEDURES, AND ABIDE BY THE

REQUIREMENTS, LISTED IN PARAGRAPHS 13, 14, AND

17, BELOW.



13. Arbitration

-Arbitration is final and binding on the parties.



-The parties are waiving their right to seek

remedies in court, including the right to jury trial.



• Pre-arbitration discovery is generally more limited

than and different from court proceedings.



• The arbitrators' award is not required to include

factual findings or legal reasoning and any party's

right to appeal or to seek modification of rulings by

the arbitrators is strictly limited.



-The panel of arbitrators will typically include a

minority of arbitrators who were or are affiliated

with the securities industry.



ANY ARBITRATION SHALL BE CONDUCTED ONLY

BEFORE THE NEW YORK STOCK EXCHANGE, INC.. THE

AMERICAN STOCK EXCHANGE, INC., THE NATIONAL

ASSOCIATION OF SECURITIES DEALERS, INC., OR ANY

OTHER SELF-REGULATORY ORGANIZATION OF WHICH

YOU ARE A MEMBER. THE UNDERSIGNED HAS THE

RIGHT TO ELECT ONE OF THE FOREGOING

ORGANIZATIONS, BUT IF THE UNDERSIGNED FAILS TO

MAKE SUCH ELECTION BY CERTIFIED LETTER

ADDRESSED TO YOU AT YOUR MAIN OFFICE BEFORE

THE EXPIRATION OF TEN DAYS AFTER RECEIPT OF A

WRITTEN REQUEST FROM YOU TO MAKE SUCH

ELECTION THEN YOU MAY MAKE SUCH ELECTION.

NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED

AS CONSENT BY YOU TO AN AWARD OF PUNITIVE

DAMAGES. THE AWARD OF THE ARBITRATORS, OR THE

MAJORITY OF THEM, SHALL BE FINAL, AND JUDGMENT

UPON THE AWARD RENDERED MAY BE ENTERED IN



ANY COURT, STATE OR FEDERAL. HAVING

JURISDICTION.



No person shall bring a putative or certified class

action to arbitration, nor seek to enforce any



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pre-dispute arbitration agreement against any

person who has initiated in court a putative class

action; who is a member of a putative class who

has not opted out of the class with respect to any

claims encompassed by the putative class action

until:



I The class certification is denied;

Il The class is decertified; or



Ill The customer is excluded from the class by the

court



Such forbearance to enforce an agreement to arbitrate

shall not constitute a waiver of such rights under this

agreement except to the extent stated herein.



14. Litigation in court



(A) UNLESS THE PARTIES OTHERWISE AGREE IN

WRITING WHEN ANY DISPUTE ARISES, ANY LITIGATION

MUST BE INSTITUTED IN THE UNITED STATES DISTRICT

COURT FOR THE S _ UTHERN DISTRICT OF NEN. YORK

OR THE SUPREME COURT OF THE STATE CF NEW

YORK FOR THE COUNTY OF NEW YORK AND THE

UNDERSIGNED IRREVOCABLY CONSENTS TC THE

JURISDIC T ION OF EITHER OF THOSE COURTS. (B) ANY

RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY CLAIM

OR ACTION IS HEREBY WAIVED BY ALL PARTIES TO

T HIS AGREEMEN T.



15. Modification and waiver



The undersigned agrees that you may modify the terms

of this agreement at any time upon prior written notice.

If the modifications are unacceptable, the undersigned

agrees to notify you in writing within ten days of the

transmittal of such written notice. You may then

terminate the undersigned's account, after which the

undersigned agrees to remain liable for all existing

liabilities or Obligations. The undersigned further

agrees that all transactions and Contracts entered into

after such notification shall be subject to the

modifications. Under no circumstances may a

modification be made by the undersigned without your

written consent. To the extent this agreement is

inconsistent with any other agreement between you

and the undersigned, the provisions of this agreement

shall govern. Your failure to insist at any time upon

compliance with this agreement or with any of its

terms, or any continued course of such conduct on

your part shall not constitute or be considered a waiver

by you of any of your rights.



16. Severability

If any provision of this agreement is or becomes

inconsistent with any applicable present or future law,



rule or regulation, that provision will be deemed

modified or, if necessary, rescinded in order to comply

with the relevant law, rule or regulation. All other

provisions of this agreement will continue and remain in

full force and effect. To the extent that this agreement

is not enforceable as to any Contract, this agreement

shall remain in full force and effect and be enforceable

in accordance with its terms as to all other Contracts.



17. Applicable law; Enforceability

THIS AGREEMENT, ITS ENFORCEMENT, ANY CONTRACT

AND ANY DISPUTE BETWEEN US, WHETHER ARISING

OUT OF OR RELATING TO THE UNDERSIGN ED'S

ACCOUNTS OR OTHERWISE, SHALL BE GOVERNED BY

THE LAW OF THE STATE OF NEW YORK, EXCLUDING ITS

CONFLICT OF LAW RULES, and its provisions shall be

continuous, shall cover individually and collectiveiy all

accounts which the undersigned may open or reopen

with you. and shall inure to the benefit of your present

organization and any successor organization..

irrespective of any change or changes at any time in

the perscnne! thereof, for any cause whatsoever, and

of the assigns of your present organization or any

successor organization. and shall be binding upon the

undersicned, and/or the estate, executors.

administrators, trustees, agents, officers, directors and

assigns of the undersigned.



18. Lending of securities



Within the limits of applicable law and regulation, until

you receive written notice of revocation from the

undersigned, you are hereby authorized to lend, to

yourselves as brokers or to others, any securities held

by you on margin in your possession or control

together with all attendant rights of ownership

(including the right to vote the securities).



19. Extraordinary events



The undersigned agrees that you will not be liable for

any loss caused, directly or indirectly, by government

restrictions.. exchange or market rulings, suspension of

trading, war (whether declared or undeclared), terrorist

acts, insurrection, riots, fires, flooding, strikes. failure of

utility services, accidents, adverse weather or other

events of nature, including but not limited to

earthquakes, hurricanes and tornadoes, or other

conditions beyond your control. In the event that any

communications network, data processing system, or

computer system you use or used by the undersigned.

whether you own it or not. is rendered inoperable, you

will not be liable to the undersigned for any loss,

liability, claim, damage or expense resulting, either

directly or indirectly, therefrom.



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IYldl ulI 1 r'. 1,.'1 CCI IICI I l



20. Limitation of liability



You shall not be liable in connection with the execution

clearing, handling, purchasing or selling of securities,

commodities or other property, or other action, except

for gross negligence or willful misconduct on your part.



21. Costs of collection



To the extent permitted by the laws of the State of New

York, the reasonable costs and expenses of collection

of any debit balance and any unpaid deficiency in the

accounts of the undersigned with you, including but not

limited to attorneys' fees incurred and payable or paid

by you, shall be payable to you by the undersigned.



22. Representations and warranties



The undersigned hereby represents and warrants as of

the date hereof, which representations and warranties

will be deemed repeated on each date on which a

transaction or Contract is effected for the undersigned's

account, that:

a. The undersigned will at all times maintain such

securities and other property in the accounts of the

undersigned for margin purposes, as required by you

from time to time in your sole discretion,



b. The undersigned is of legal age and is not an

employee of any exchange, or of any corporation of

which any exchange owns a majority of the capital

stock, or of a member of any exchange, or of a

member firm or member corporation registered on any

exchange, or of a bank, trust company, insurance

company or of any corporation, firm or individual

engaged in the business of dealing, either as broker or

as principal, in securities, bills of exchange,

acceptances or other forms of commercial paper;



c. No other party has an interest in the account or

accounts of the undersigned with you;



d. Except as noted below, the undersigned is not an

affiliate (as defined in Rule 144(a)(1) under the

Securities Act of 1933) of the issuer of any security

held in the undersigned's account and undertakes to

inform you of any changes thereof;



e. It has full power and authority to execute and deliver

each Contract and to perform and observe the

provisions thereof;



f. The execution, delivery and performance of each

Contract either have been or will be, prior to entering

into each Contract, duly authorized by all necessary

corporate action and do not contravene any

requirement of law or any contractual restriction or

agreement binding on or affecting the undersigned or

its assets:



g. Each Contract has been or will be at the time it is

entered into duly properly executed and delivered by it

and constitutes and will constitute a legal, valid and

binding obligation enforceable in accordance with its

terms;



h. Since the date of its most recent audited or

unaudited financial statements, there has been no

material adverse change in the business, financial

condition, results or operations or prospects of the

undersigned; and



i. It owns Collateral assigned and to be assigned to you

under each Contract, free and clear of any lien, claims,

encumbrances and transfer restrictions, and upon

delivery of the Collateral to you or upon the filing of

appropriate financing statements, you will have, as

security for the Obligations of the undersigned. a

perfected first priority security interest. No further filings

or recordings with any governmental body, agency or

official are necessary to create or perfect the security

interest in the Collateral.



23. Acknowledgements

The undersigned hereby acknowledges that:



a. The undersigned has received, and acrees to bound

by, your Credit Charge and Margin Information

disclosure statement, which is incorporated herein by

reference. Debit balances of the accounts of the

undersigned shall be charged with interest, in

accordance with the methods described in sucn

statement, and with such other charges as you may

impose to cover your facilities and extra services. Any

interest charged on debit balances which is not paid at

the close of an interest period will be added to the

opening balance for the next interest period;



b. The securities in the undersigned's margin account

may be loaned to you or loaned out to others; and



c. The undersigned has received a copy of this

agreement.



Notice: This agreement contains a pre-dispute

arbitration clause in paragraphs 12, 13, and 17.



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