Exhibit 99.7

         Sections 402(b) and 721 to 726 of the Business Corporations Law
                            of the State of New York


(S)402. Certificate of incorporation;  contents

 (a) A certificate, entitled "Certificate of incorporation of ...... (name of
corporation) under section 402 of the Business Corporation Law", shall be signed
by each incorporator, with his name and address included in such certificate and
delivered to the department of state. It shall set forth:

 (1) The name of the corporation.

 (2) The purpose or purposes for which it is formed, it being sufficient to
state, either alone or with other purposes, that the purpose of the corporation
is to engage in any lawful act or activity for which corporations may be
organized under this chapter, provided that it also state that it is not formed
to engage in any act or activity requiring the consent or approval of any state
official, department, board, agency or other body without such consent or
approval first being obtained. By such statement all lawful acts and activities
shall be within the purposes of the corporation, except for express limitations
therein or in this chapter, if any.

 (3) The county within this state in which the office of the corporation is to
be located.

 (4) The aggregate number of shares which the corporation shall have the
authority to issue; if such shares are to consist of one class only, the par
value of the shares or a statement that the shares are without par value; or, if
the shares are to be divided into classes, the number of shares of each class
and the par value of the shares having par value and a statement as to which
shares, if any, are without par value.

 (5) If the shares are to be divided into classes, the designation of each class
and a statement of the relative rights, preferences and limitations of the
shares of each class.

 (6) If the shares of any preferred class are to be issued in series, the
designation of each series and a statement of the variations in the relative
rights, preferences and limitations as between series insofar as the same are to
be fixed in the certificate of incorporation, a statement of any authority to be
vested in the board to establish and designate series and to fix the variations
in the relative rights, preferences and limitations as between series and a
statement of any limit on the authority of the board of directors to change the
number of shares of any series of preferred shares as provided in paragraph (e)
of section 502 (Issue of any class of preferred shares in series).

 (7) A designation of the secretary of state as agent of the corporation upon
whom process against it may be served and the post office address within or
without this state to which the secretary of state shall mail a copy of any
process against it served upon him.

 (8) If the corporation is to have a registered agent, his name and address
within this state and a statement that the registered agent is to be the agent
of the corporation upon whom process against it may be served.

 (9) The duration of the corporation if other than perpetual.

 (b) The certificate of incorporation may set forth a provision eliminating or
limiting the personal liability of directors to the corporation or its
shareholders for damages for any breach of duty in such capacity, provided that
no such provision shall eliminate or limit:

 (1) the liability of any director if a judgment or other final adjudication
adverse to him establishes that his acts or omissions were in bad faith or
involved intentional misconduct or a knowing violation of law or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled or that his acts violated section 719, or



 (2) the liability of any director for any act or omission prior to the adoption
of a provision authorized by this paragraph.

 (c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of this state, relating to
the business of the corporation, its affairs, its rights or powers, or the
rights or powers of its shareholders, directors or officers including any
provision relating to matters which under this chapter are required or permitted
to be set forth in the by-laws. It is not necessary to set forth in the
certificate of incorporation any of the powers enumerated in this chapter.

(S)721. Nonexclusivity of statutory provisions for indemnification of directors
and officers

 The indemnification and advancement of expenses granted pursuant to, or
provided by, this article shall not be deemed exclusive of any other rights to
which a director or officer seeking indemnification or advancement of expenses
may be entitled, whether contained in the certificate of incorporation or the
by-laws or, when authorized by such certificate of incorporation or by-laws, (i)
a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, provided that no indemnification
may be made to or on behalf of any director or officer if a judgment or other
final adjudication adverse to the director or officer establishes that his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and were material to the cause of action so adjudicated, or that he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled. Nothing contained in this article shall affect any rights
to indemnification to which corporate personnel other than directors and
officers may be entitled by contract or otherwise under law.

(S)722. Authorization for indemnification of directors and officers

 (a) A corporation may indemnify any person made, or threatened to be made, a
party to an action or proceeding (other than one by or in the right of the
corporation to procure a judgment in its favor), whether civil or criminal,
including an action by or in the right of any other corporation of any type or
kind, domestic or foreign, or any partnership, joint venture, trust, employee
benefit plan or other enterprise, which any director or officer of the
corporation served in any capacity at the request of the corporation, by reason
of the fact that he, his testator or intestate, was a director or officer of the
corporation, or served such other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees actually and necessarily incurred as a result of such action or
proceeding, or any appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation and, in criminal actions or proceedings, in addition, had no
reasonable cause to believe that his conduct was unlawful.

 (b) The termination of any such civil or criminal action or proceeding by
judgment, settlement, conviction or upon a plea of nolo contendere, or its
equivalent, shall not in itself create a presumption that any such director or
officer did not act, in good faith, for a purpose which he reasonably believed
to be in, or, in the case of service for any other corporation or any
partnership, joint venture, trust, employee benefit plan or other enterprise,
not opposed to, the best interests of the corporation or that he had reasonable
cause to believe that his conduct was unlawful.

 (c) A corporation may indemnify any person made, or threatened to be made, a
party to an action by or in the right of the corporation to procure a judgment
in its favor by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is or was serving at the request of
the corporation as a director or officer of any other corporation of any type or
kind, domestic or foreign, of any partnership, joint venture, trust, employee
benefit plan or other enterprise, against amounts paid in settlement and
reasonable expenses, including attorneys' fees, actually and necessarily
incurred by him in connection with the defense or settlement of such action, or
in connection with an appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in, or, in the case of
service for any other corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise, not opposed to, the best interests of
the corporation, except that no indemnification under this paragraph shall be
made in respect of (1) a threatened action, or a pending action which is settled
or



otherwise disposed of, or (2) any claim, issue or matter as to which such person
shall have been adjudged to be liable to the corporation, unless and only to the
extent that the court in which the action was brought, or, if no action was
brought, any court of competent jurisdiction, determines upon application that,
in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such portion of the settlement amount and
expenses as the court deems proper.

 (d) For the purpose of this section, a corporation shall be deemed to have
requested a person to serve an employee benefit plan where the performance by
such person of his duties to the corporation also imposes duties on, or
otherwise involves services by, such person to the plan or participants or
beneficiaries of the plan; excise taxes assessed on a person with respect to an
employee benefit plan pursuant to applicable law shall be considered fines; and
action taken or omitted by a person with respect to an employee benefit plan in
the performance of such person's duties for a purpose reasonably believed by
such person to be in the interest of the participants and beneficiaries of the
plan shall be deemed to be for a purpose which is not opposed to the best
interests of the corporation.


(S)723. Payment of indemnification other than by court award

 (a) A person who has been successful, on the merits or otherwise, in the
defense of a civil or criminal action or proceeding of the character described
in section 722 shall be entitled to indemnification as authorized in such
section.

 (b) Except as provided in paragraph (a), any indemnification under section 722
or otherwise permitted by section 721, unless ordered by a court under section
724 (Indemnification of directors and officers by a court), shall be made by the
corporation, only if authorized in the specific case:

 (1) By the board acting by a quorum consisting of directors who are not parties
to such action or proceeding upon a finding that the director or officer has met
the standard of conduct set forth in section 722 or established pursuant to
section 721, as the case may be, or,

 (2) If a quorum under subparagraph (1) is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs;

 (A) By the board upon the opinion in writing of independent legal counsel that
indemnification is proper in the circumstances because the applicable standard
of conduct set forth in such sections has been met by such director or officer,
or

 (B) By the shareholders upon a finding that the director or officer has met the
applicable standard of conduct set forth in such sections.

 (c) Expenses incurred in defending a civil or criminal action or proceeding may
be paid by the corporation in advance of the final disposition of such action or
proceeding upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount as, and to the extent, required by paragraph (a) of
section 725.

(S)724. Indemnification of directors and officers by a court

 (a) Notwithstanding the failure of a corporation to provide indemnification,
and despite any contrary resolution of the board or of the shareholders in the
specific case under section 723 (Payment of indemnification other than by court
award), indemnification shall be awarded by a court to the extent authorized
under section 722 (Authorization for indemnification of directors and officers),
and paragraph (a) of section 723. Application therefor may be made, in every
case, either:

 (1) In the civil action or proceeding in which the expenses were incurred or
other amounts were paid, or

 (2) To the supreme court in a separate proceeding, in which case the
application shall set forth the disposition of any



previous application made to any court for the same or similar relief and also
reasonable cause for the failure to make application for such relief in the
action or proceeding in which the expenses were incurred or other amounts were
paid.

 (b) The application shall be made in such manner and form as may be required by
the applicable rules of court or, in the absence thereof, by direction of a
court to which it is made. Such application shall be upon notice to the
corporation. The court may also direct that notice be given at the expense of
the corporation to the shareholders and such other persons as it may designate
in such manner as it may require.

 (c) Where indemnification is sought by judicial action, the court may allow a
person such reasonable expenses, including attorneys' fees, during the pendency
of the litigation as are necessary in connection with his defense therein, if
the court shall find that the defendant has by his pleadings or during the
course of the litigation raised genuine issues of fact or law.

(S)725. Other provisions affecting indemnification of directors and officers

 (a) All expenses incurred in defending a civil or criminal action or proceeding
which are advanced by the corporation under paragraph (c) of section 723
(Payment of indemnification other than by court award) or allowed by a court
under paragraph (c) of section 724 (Indemnification of directors and officers by
a court) shall be repaid in case the person receiving such advancement or
allowance is ultimately found, under the procedure set forth in this article,
not to be entitled to indemnification or, where indemnification is granted, to
the extent the expenses so advanced by the corporation or allowed by the court
exceed the indemnification to which he is entitled.

 (b) No indemnification, advancement or allowance shall be made under this
article in any circumstance where it appears:

 (1) That the indemnification would be inconsistent with the law of the
jurisdiction of incorporation of a foreign corporation which prohibits or
otherwise limits such indemnification;

 (2) That the indemnification would be inconsistent with a provision of the
certificate of incorporation, a by-law, a resolution of the board or of the
shareholders, an agreement or other proper corporate action, in effect at the
time of the accrual of the alleged cause of action asserted in the threatened or
pending action or proceeding in which the expenses were incurred or other
amounts were paid, which prohibits or otherwise limits indemnification; or

 (3) If there has been a settlement approved by the court, that the
indemnification would be inconsistent with any condition with respect to
indemnification expressly imposed by the court in approving the settlement.

 (c) If any expenses or other amounts are paid by way of indemnification,
otherwise than by court order or action by the shareholders, the corporation
shall, not later than the next annual meeting of shareholders unless such
meeting is held within three months from the date of such payment, and, in any
event, within fifteen months from the date of such payment, mail to its
shareholders of record at the time entitled to vote for the election of
directors a statement specifying the persons paid, the amounts paid, and the
nature and status at the time of such payment of the litigation or threatened
litigation.

 (d) If any action with respect to indemnification of directors and officers is
taken by way of amendment of the by-laws, resolution of directors, or by
agreement, then the corporation shall, not later than the next annual meeting of
shareholders, unless such meeting is held within three months from the date of
such action, and, in any event, within fifteen months from the date of such
action, mail to its shareholders of record at the time entitled to vote for the
election of directors a statement specifying the action taken.

 (e) Any notification required to be made pursuant to the foregoing paragraph
(c) or (d) of this section by any domestic mutual insurer shall be satisfied by
compliance with the corresponding provisions of section one thousand two hundred
sixteen of the insurance law.



 (f) The provisions of this article relating to indemnification of directors and
officers and insurance therefor shall apply to domestic corporations and foreign
corporations doing business in this state, except as provided in section 1320
(Exemption from certain provisions).


(S)726. Insurance for indemnification of directors and officers

 (a) Subject to paragraph (b), a corporation shall have power to purchase and
maintain insurance:

 (1) To indemnify the corporation for any obligation which it incurs as a result
of the indemnification of directors and officers under the provisions of this
article, and

 (2) To indemnify directors and officers in instances in which they may be
indemnified by the corporation under the provisions of this article, and

 (3) To indemnify directors and officers in instances in which they may not
otherwise be indemnified by the corporation under the provisions of this article
provided the contract of insurance covering such directors and officers
provides, in a manner acceptable to the superintendent of insurance, for a
retention amount and for co-insurance.

 (b) No insurance under paragraph (a) may provide for any payment, other than
cost of defense, to or on behalf of any director or officer:

 (1) if a judgment or other final adjudication adverse to the insured director
or officer establishes that his acts of active and deliberate dishonesty were
material to the cause of action so adjudicated, or that he personally gained in
fact a financial profit or other advantage to which he was not legally entitled,
or

 (2) in relation to any risk the insurance of which is prohibited under the
insurance law of this state.

 (c) Insurance under any or all subparagraphs of paragraph (a) may be included
in a single contract or supplement thereto. Retrospective rated contracts are
prohibited.

 (d) The corporation shall, within the time and to the persons provided in
paragraph (c) of section 725 (Other provisions affecting indemnification of
directors or officers), mail a statement in respect of any insurance it has
purchased or renewed under this section, specifying the insurance carrier, date
of the contract, cost of the insurance, corporate positions insured, and a
statement explaining all sums, not previously reported in a statement to
shareholders, paid under any indemnification insurance contract.

 (e) This section is the public policy of this state to spread the risk of
corporate management, notwithstanding any other general or special law of this
state or of any other jurisdiction including the federal government.