offer to exchange all outstanding
9.5% Senior Notes due 2016 and
the related guarantees

9.5% Senior Notes due 2016
and the related guarantees
which have been registered under the Securities Act of 1933,
as amended, pursuant to the prospectus dated • , 2008

THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.,
NEW YORK CITY TIME, ON • , 2008, UNLESS EXTENDED.

The Bank of New York Mellon
Corporate Trust Operations
Reorganization Unit
101 Barclay Street—7 East
New York, NY 10286
Attn: Mr. Randolph Holder

Delivery of this letter of transmittal to an address other than as set forth above or transmission of this letter of transmittal via facsimile to a number other than as set forth above will not constitute valid delivery.

The instructions contained herein should be read carefully before this letter of transmittal is completed.

Do not complete or return this letter of transmittal if your outstanding notes are held in an account with a Broker, Dealer, Commercial Bank Or Trust Company. This letter of transmittal is being supplied for your information only. The institution holding your outstanding notes will supply you with separate instructions regarding the tender of your outstanding notes.

The undersigned acknowledges that he or she has received the prospectus, dated • , 2008 (the "prospectus"), of Interval Acquisition Corp., a Delaware corporation (the "Company") and certain subsidiaries and the parent of the Company (the "Guarantors"), and this letter of transmittal (this "letter"), which together constitute the Company's and the Guarantors' offer (the "exchange offer") to exchange an aggregate principal amount of $300,000,000 of the Company's 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "exchange notes"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), for a like principal

amount of the Company's issued and outstanding 9.5% Senior Notes due 2016, including the guarantees thereof by the Guarantors (the "restricted notes"), from the registered holders thereof (the "holders"). In the event of any conflict between this letter and the prospectus, the prospectus shall govern.

For each restricted note accepted for exchange, the holder of such restricted note will receive an exchange note having a principal amount equal to that of the surrendered restricted note. The exchange notes will bear interest from the most recent date to which interest has been paid on the restricted notes or, if no interest has been paid on the restricted notes, from August 19, 2008. Accordingly, registered holders of exchange notes on the relevant record date for the first interest payment date following the consummation of the exchange offer will receive interest accruing from the most recent date to which interest has been paid or, if no interest has been paid, from August 19, 2008. Restricted notes accepted for exchange will cease to accrue interest from and after the date of consummation of the exchange offer. Holders of restricted notes whose restricted notes are accepted for exchange will not receive any payment in respect of accrued interest on such restricted notes otherwise payable on any interest payment date the record date for which occurs on or after consummation of the exchange offer.

The Company reserves the right, at any time or from time to time, to extend the exchange offer at its discretion, in which event the term "expiration date" shall mean the latest time and date to which the exchange offer is extended. The Company shall notify the holders of the restricted notes of any extension as promptly as practicable by oral or written notice thereof.

This letter is to be completed by a holder of restricted notes if either (a) a tender of restricted notes is to be made by book-entry transfer to the account of the exchange agent at The Depository Trust Company (the "book entry transfer facility"), pursuant to the procedures for tender by book-entry transfer set forth in the prospectus under "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" and an agent's message, as defined below, is not delivered, or (b) certificates for such restricted notes are to be forwarded herewith. Certificates or book-entry confirmation of the transfer of restricted notes into the exchange agent's account at the book-entry transfer facility, as well as this letter, properly completed and duly executed, with any required signature guarantees, and any other documents required by this letter, must be received by the exchange agent at its address set forth herein on or prior to the expiration date. Tenders by book-entry transfer may also be made by delivering an agent's message in lieu of this letter. The term "agent's message" means a message transmitted to the exchange agent by the book-entry transfer facility which states that the book entry transfer facility has received an express acknowledgment that the tendering holder agrees to be bound by this letter and that the Company and the Guarantors may enforce this letter against such holder. Holders of restricted notes who are unable to deliver confirmation of the book-entry tender of their restricted notes into the exchange agent's account at the book-entry transfer facility (a "book-entry confirmation") and all other documents required by this letter to the exchange agent on or prior to the expiration date must tender their restricted notes according to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery Procedures" section of the prospectus. See Instruction 1.

DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY
DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.

The undersigned has completed the appropriate boxes below and signed this letter to indicate the action the undersigned desires to take with respect to the exchange offer.

List below the restricted notes to which this letter relates. If the space provided below is inadequate, the certificate numbers and principal amount of restricted notes should be listed on a separate signed schedule affixed hereto.



DESCRIPTION OF RESTRICTED NOTES

Name(s) and Address(es) of Registered Holder(s) (Please fill in, if Blank)		Aggregate Principal Amount of Restricted Note(s)	Principal Amount Tendered*







	Total

*	Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the restricted notes represented by the restricted notes indicated in the previous column. See Instruction 7. Restricted notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof. See Instruction 1.

The undersigned has completed, executed and delivered this letter of transmittal to indicate the action the undersigned desires to take with respect to the exchange offer. Holders who wish to tender their outstanding notes must complete this letter of transmittal in its entirety.

If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes. If the undersigned is a broker-dealer that will receive exchange notes, it acknowledges that such restricted notes were acquired by such broker-dealer as a result of market-making or other trading activities and that it must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, including the delivery of a prospectus that contains information with respect to any selling holder required by the Securities Act in connection with any resale of the exchange notes; however, by so acknowledging and by delivering such a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. If the undersigned is a broker-dealer that will receive exchange notes, it represents that the restricted notes to be exchanged for the exchange notes were acquired as a result of market-making activities or other trading activities.

Upon the terms and subject to the conditions of the exchange offer, the undersigned hereby tenders to the Company (which, for purposes hereof, shall be deemed to include the Guarantors) the aggregate principal amount of restricted notes indicated above. Subject to, and effective upon, the acceptance for exchange of the restricted notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such restricted notes as are being tendered hereby.

The undersigned hereby irrevocably constitutes and appoints the exchange agent as the undersigned's true and lawful agent and attorney-in-fact with respect to such tendered restricted notes, with full power of substitution, among other things, to cause the restricted notes to be assigned, transferred and exchanged. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the restricted notes, and to acquire exchange notes issuable upon the exchange of such tendered restricted notes, and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that (i) any exchange notes acquired in exchange for restricted notes tendered hereby will have been acquired in the ordinary course of business of the person receiving such exchange notes, whether or not such person is the undersigned, (ii) neither the holder of such restricted notes nor any such other person is participating in, intends to participate in or has an arrangement or understanding with any person to participate in the distribution of such exchange notes in violation of the provisions of the Securities Act, (iii) neither the holder of such restricted notes nor any such other person is an "affiliate," as defined in Rule 405 under the Securities Act, of the Company or any Guarantor or, if it is an "affiliate" it will comply with the registration and prospectus delivery requirements of the Securities Act to the extent applicable, (iv) if such holder is a broker-dealer that will receive exchange notes for its own account in exchange for registrable notes that were acquired as a result of market-making or other trading activities, then such holder will deliver a prospectus (or, to the extent permitted by law, make available a prospectus to purchasers) in connection with any resale of such exchange securities, and (v) the undersigned is not acting on behalf of any person who could not truthfully make the foregoing representations.

The undersigned acknowledges that this exchange offer is being made in reliance on interpretations by the staff of the Securities and Exchange Commission (the "SEC"), as set forth in no-action letters issued to third parties, that the exchange notes issued pursuant to the exchange offer in exchange for the restricted notes may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an "affiliate" of the Company within the meaning of Rule 405 under the Securities Act), without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such exchange notes are acquired in the ordinary course of such holders' business and such holders have no arrangement with any person to participate in the distribution of such exchange notes. However, the SEC has not considered the exchange offer in the context of a no-action letter and there can be no assurance that the staff of the SEC would make a similar determination with respect to the exchange offer as in other circumstances. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of exchange notes and has no arrangement or understanding to participate in a distribution of exchange notes. If any holder is an affiliate of the Company, is engaged in or intends to engage in or has any arrangement or understanding with respect to the distribution of the exchange notes to be acquired pursuant to the exchange offer, such holder (i) could not rely on the applicable interpretations of the staff of the SEC and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. If the undersigned is a broker-dealer that will receive exchange notes for its own account in exchange for restricted notes,

it represents that the restricted notes to be exchanged for the exchange notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such exchange notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act.

The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the restricted notes tendered hereby. All authority conferred or agreed to be conferred in this letter and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in "The Exchange Offer—Withdrawal Rights" section of the prospectus.

Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, please credit the account indicated above maintained at the book-entry transfer facility. Similarly, unless otherwise indicated under the box entitled "Special Delivery Instructions" below, please send the exchange notes (and, if applicable, substitute certificates representing restricted notes for any restricted notes not exchanged) to the undersigned at the address shown above in the box entitled "Description of Restricted Notes."

The undersigned, by completing the box entitled "Description of Restricted Notes" above and signing this letter, will be deemed to have tendered the restricted notes as set forth in such box above.


(Complete Substitute Form W-9)
o		Credit unexchanged restricted notes delivered by book-entry transfer to the book-entry transfer facility account set forth below.

(Book-entry transfer facility account number, if applicable)


Name(s):		(Please type or print)
		(Please type or print)
Address:
		(Zip Code)

Important: This letter or a facsimile hereof or an agent's message in lieu thereof (together a book-entry confirmation and all other required documents or the notice of guaranteed delivery) must be received by the exchange agent prior to 5:00 p.m., New York City time, on the expiration date.

Please read this entire letter of transmittal
carefully before completing any box above.

A holder of restricted notes may tender the same by (i) properly completing and signing this letter of transmittal or a facsimile thereof (all references in the prospectus to the letter of transmittal shall be deemed to include a facsimile thereof) and delivering the same, together with the certificate or certificates, if applicable, representing the restricted notes being tendered and any required signature guarantees and any other documents required by this letter of transmittal, to the exchange agent at its address set forth herein prior to 5:00 p.m., New York City time, on the expiration date, (ii) complying with the procedure for book-entry transfer described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Book-Entry Transfers" section of the prospectus, or (iii) complying with the guaranteed delivery procedures described below and set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Registered notes tendered hereby must be in denominations of principal amount of $1,000 and any integral multiple thereof.

The exchange agent will make a request to establish an account with respect to the restricted notes at The Depositary Trust Company ("DTC"), as the book-entry transfer facility, for purposes of the exchange offer promptly after the date of the prospectus. Any financial institution that is a participant in DTC's system may make book-entry delivery of restricted notes by causing DTC to transfer such restricted notes into the exchange agent's account at DTC in accordance with DTC's Automated Tender Offer Program procedures for such transfer. However, although delivery of restricted notes may be effected through book-entry transfer at DTC, an agent's message in connection with book-entry transfer and any other required documents must, in any case, be transmitted to and received by the exchange agent at the address set forth herein on or prior to the expiration date or the guaranteed delivery procedures, described below and in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus, must be complied with.

A holder may tender restricted notes that are held through DTC by transmitting its acceptance through DTC's Automatic Tender Offer Program, for which the transaction will be eligible, and DTC will then edit and verify the acceptance and send an agent's message to the exchange agent for its acceptance. The term "agent's message" means a message transmitted to the exchange agent by DTC which states that the DTC has received an express acknowledgment that the tendering holder agrees to be bound by the letter of transmittal and that the Company and the Guarantors may enforce the letter of transmittal against such holder. Delivery of an agent's message will also constitute an acknowledgement from the tendering DTC participant that the representations and warranties set forth in this letter of transmittal are true and correct.

DELIVERY OF THE AGENT'S MESSAGE BY DTC WILL SATISFY THE TERMS OF THE EXCHANGE OFFER AS TO EXECUTION AND DELIVERY OF A LETTER OF TRANSMITTAL BY THE PARTICIPANT IDENTIFIED IN THE AGENT'S MESSAGE. DTC PARTICIPANTS MAY ALSO ACCEPT THE EXCHANGE OFFER BY SUBMITTING A NOTICE OF GUARANTEED DELIVERY THROUGH THE AUTOMATIC TENDER OFFER PROGRAM.

Holders who cannot deliver required documents to the exchange agent on or prior to the expiration date, or who cannot complete the procedure for book-entry transfer on a timely basis, may tender their restricted notes pursuant to the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering Old Notes—Guaranteed Delivery" section of the prospectus. Pursuant to such procedures, (a) such tender must be made by or through an eligible institution, (b) the properly completed and duly executed notice of guaranteed delivery must (i) state that the tender is being made, (ii) set forth the name and address of the holder of the restricted notes being tendered and the amount

of the restricted notes being tendered, and (iii) guarantee that, within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery, the certificates for all physically tendered restricted notes, in proper form for transfer, or a book-entry confirmation, as the case may be, together with a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal, will be deposited by the eligible institution with the exchange agent, and (c) the exchange agent must receive the certificates for the restricted notes, or a book-entry confirmation, and a properly completed and duly executed letter of transmittal, or an agent's message in lieu thereof, with any required signature guarantees and any other documents required by this letter of transmittal within three New York Stock Exchange trading days after the date of execution of the notice of guaranteed delivery.

The method of delivery of certificates for the restricted notes, this letter of transmittal and all other required documents is at your election and sole risk. If delivery is by mail, we recommend registered mail with return receipt requested, properly insured, or overnight delivery service. In all cases, you should allow sufficient time to ensure delivery to the exchange agent before the expiration date. Delivery is complete when the exchange agent actually receives the items to be delivered. Delivery of documents to DTC in accordance with DTC's procedures does not constitute delivery to the exchange agent. Do not send letters of transmittal, certificates representing restricted notes or other documents to the Company or any Guarantor.

If any tendered restricted notes are owned of record by two or more joint owners, all of such owners must sign this letter.

When this letter is signed by the registered holder or holders of the restricted notes specified herein and tendered hereby, no separate bond powers are required. If, however, the exchange notes are to be issued to a person other than the registered holder, then separate bond powers are required.

If this letter or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing, and, unless waived by the Company, proper evidence satisfactory to the Company of their authority to so act must be submitted.

Signatures on bond powers required by this Instruction 2 must be guaranteed by a firm that is a financial institution (including most banks, savings and loan associations and brokerage houses) that is a participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchanges Medallion Program (each an "eligible institution").

Signatures on this letter need not be guaranteed by an eligible institution, provided the restricted notes are tendered (i) by a registered holder of restricted notes (which term, for purposes of the exchange offer, includes any participant in the book-entry transfer facility system whose name appears on a security position listing as the holder of such restricted notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" on this letter or (ii) for the account of an eligible institution.

Tendering holders of restricted notes should indicate in the applicable box the name and address to which exchange notes issued pursuant to the exchange offer are to be sent, if different from the name or address of the person signing this letter. In the case of issuance in a different name, the employer identification or social security number of the person named must also be indicated. Holders

tendering restricted notes by book-entry transfer may request that restricted notes not exchanged be credited to such account maintained at the book-entry transfer facility as such noteholder may designate hereon. If no such instructions are given, such restricted notes not exchanged will be returned to the name and address of the person signing this letter.

The Company will pay all transfer taxes, if any, applicable to the transfer of restricted notes to it or its order pursuant to the exchange offer. If, however, exchange notes and/or substitute restricted notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the restricted notes tendered hereby, or if tendered restricted notes are registered in the name of any person other than the person signing this letter, or if a transfer tax is imposed for any reason other than the transfer of restricted notes to the Company or its order pursuant to the exchange offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. Exchange notes will not be issued unless satisfactory evidence of payment of such taxes or exemption therefrom is established by the registered holder.

The Company reserves the absolute right to waive satisfaction of any or all conditions enumerated in the prospectus.

No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of restricted notes, by execution of this letter, shall waive any right to receive notice of the acceptance of their restricted notes for exchange.

Neither the Company, the exchange agent nor any other person is obligated to give notice of any defect or irregularity with respect to any tender of restricted notes nor shall any of them incur any liability for failure to give any such notice.

If less than all of the restricted notes evidenced by a submitted certificate are to be tendered, the tendering holder(s) should fill in the aggregate principal amount of restricted notes tendered in the box entitled "Description of Restricted Notes—Principal Amount Tendered." A newly issued certificate for the restricted notes submitted but not tendered will be sent to such holder as soon as practicable after the expiration date. All restricted notes delivered to the exchange agent will be deemed to have been tendered unless otherwise clearly indicated.

Tenders of restricted notes may be withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration date.

For a withdrawal of a tender of restricted notes to be effective, a written notice of withdrawal must be received by the exchange agent at the address set forth above prior to 5:00 p.m., New York City time, on the expiration date. Any such notice of withdrawal must (i) specify the name of the person having tendered the restricted notes to be withdrawn (the "depositor"), (ii) identify the restricted notes to be withdrawn (including the principal amount of such restricted notes), and (iii) where certificates for restricted notes are transmitted, identify the name of the registered holder of the restricted notes, if different from that of the person withdrawing the restricted notes. If you delivered or otherwise identified certificated restricted notes to the exchange agent, you must submit the serial numbers of the restricted notes to be withdrawn and the signature on the notice of withdrawal must be guaranteed by an eligible institution, except in the case of restricted notes tendered for the account of an eligible institution. See "The Exchange Offer—Procedures for Tendering Old Notes—Signature Guarantees"

for further information on the requirements for guarantees of signatures on notices of withdrawal. If you tendered restricted notes in accordance with applicable book-entry transfer procedures, the notice of withdrawal must specify the name and number of the account at DTC to be credited with the withdrawn restricted notes and you must deliver the notice of withdrawal to the exchange agent. You may not rescind withdrawals of tender; however, restricted notes properly withdrawn may again be tendered at any time on or prior to the expiration date in accordance with the procedures described under "The Exchange Offer—Procedures for Tendering Old Notes."

The Company will determine, in its sole and absolute discretion, all questions regarding the validity, form and eligibility, including time of receipt, of notices of withdrawal. Its determination of these questions as well as its interpretation of the terms and conditions of the exchange offer, including this letter of transmittal, will be final and binding on all parties. None of the Company and the Guarantors, any of their respective affiliates or assigns, the exchange agent or any other person is under any obligation to give notice of any irregularities in any notice of withdrawal, nor will any of them be liable for failing to give any such notice.

Withdrawn restricted notes will be returned to the holder as promptly as practicable after withdrawal without cost to the holder. In the case of restricted notes tendered by book-entry transfer through DTC, the restricted notes withdrawn will be credited to an account maintained with DTC.

Any holder whose restricted notes have been mutilated, lost, stolen or destroyed should contact the exchange agent at the address set forth herein for further instructions.

Questions relating to the procedure for tendering, requests for additional copies of the prospectus and this letter, and requests for notices of guaranteed delivery and other related documents may be directed to the exchange agent at the address and telephone number indicated above. All other questions regarding the exchange offer should be directed to the following address or phone number:

Attn: General Counsel
Interval Leisure Group
6262 Sunset Drive
Miami, Florida 33143
(305) 666-1861

TO ENSURE COMPLIANCE WITH TREASURY DEPARTMENT CIRCULAR 230, YOU ARE HEREBY NOTIFIED THAT: (A) ANY FEDERAL TAX ADVICE CONTAINED HEREIN IS NOT INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED BY ANY TAXPAYER FOR THE PURPOSE OF AVOIDING PENALTIES THAT MAY BE IMPOSED UNDER THE INTERNAL REVENUE CODE; (B) THE ADVICE IS WRITTEN IN CONNECTION WITH THE PROMOTION OR MARKETING OF THE TRANSACTION OR THE MATTERS ADDRESSED HEREIN; AND (C) THE TAXPAYER SHOULD SEEK ADVICE BASED ON THE TAXPAYER'S PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.

To prevent backup withholding on interest payments on the notes, each U.S. Holder (as defined below) should either (x) provide his, her or its correct taxpayer identification number ("TIN") by completing the copy of the substitute IRS Form W-9 attached to this letter of transmittal, certifying that (1) he, she or it is a "United States person" (as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code")), (2) the TIN provided is correct (or that such U.S. Holder is awaiting a TIN) and (3) that the U.S. Holder is exempt from backup withholding because (i) the holder has not been notified by the Internal Revenue Service (the "IRS") that he, she or it is subject to backup withholding as a result of a failure to report all interest or dividends, or (ii) the IRS has notified the U.S. Holder that he, she or it is no longer subject to backup withholding or (y) otherwise establish an exemption. If you do not provide a completed Substitute Form W-9 to the withholding agent, backup withholding may begin and continue until you furnish your TIN. If you do not provide the withholding agent with the correct TIN or an adequate basis for exemption, you may be subject to a $50 penalty imposed by the IRS, and payments may be subject to backup withholding at a rate of 28% (until 2010, at which time the rate is currently scheduled to be 31%). If withholding results in an overpayment of taxes, a refund may be obtained.

To prevent backup withholding, a Non-U.S. Holder should (i) submit a properly completed IRS Form W-8 BEN or other Form W-8 to the exchange agent, certifying under penalties of perjury to the holder's foreign status or (ii) otherwise establish an exemption. IRS Forms W-8 may be obtained on the web at www.irs.gov.

Certain holders (including, among others, corporations) are exempt recipients generally not subject to these backup withholding requirements. See the enclosed copy of the IRS Substitute Form W-9 and Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9. To avoid possible erroneous backup withholding, exempt U.S. Holders, while not required to file Substitute Form W-9, should complete and return the Substitute Form W-9 and check the "Exempt" box on its face.

For the purposes of these instructions, a "U.S. Holder" is (i) an individual who is a citizen or resident alien of the United States, (ii) a corporation (including an entity taxable as a corporation) created under the laws of the United States or of any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. Holders that are, or hold notes through, partnerships and other pass-through entities should consult their tax advisors regarding their treatment for purposes of these instructions. A "Non-U.S. Holder" is any holder (other than a holder that is, or holds its shares through, a partnership or other pass-through entity) that is not a U.S. Holder.

If a partnership (including any entity or arrangement treated as a partnership or other pass-through entity for United States federal income tax purposes) is a holder of a note, the United States federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Partners and partnerships should consult their tax advisors as to the particular federal income tax consequences applicable to them.

See the enclosed Guidelines for Request for Taxpayer Identification Number on Substitute Form W-9 for additional information and instructions.



REQUESTER'S NAME: [ ]

SUBSTITUTE FORM W-9 Department of the Treasury Internal Revenue Service (IRS)	Part 1—PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT OR, IF YOU DO NOT HAVE A TIN, WRITE "APPLIED FOR" AND SIGN THE CERTIFICATION BELOW.	Social Security Number OR Taxpayer Identification Number o Exempt

Payer's Request for Taxpayer Identification Number (TIN) Please fill in your name and address below.	Check appropriate box: o Disregarded Entity o Individual/Sole Proprietor o Corporation o Partnership o Other (If you are an LLC, check the box marked "Other", write LLC, and also check one of the other boxes to indicate your tax status (e.g., disregarded entity, individual/sole proprietor, corporation, partnership).

Name Business Name	Part 2—Certification—Under penalties of perjury, I certify that: (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to me),
Address (number and street) City, State and Zip Code	(2) I am not subject to backup withholding because (a) I am exempt from backup withholding, (b) I have not been notified by the IRS that I am subject to backup withholding as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and (3) I am a U.S. person (as defined for U.S. federal income tax purposes).

	Certification Instructions—You must cross out item (2) in Part 2 above if you have been notified by the IRS that you are subject to backup withholding because of under reporting interest or dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out item (2). If you are exempt from backup withholding, check the box in Part 1 and see the enclosed "Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9".

YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU WROTE "APPLIED FOR" ON SUBSTITUTE FORM W-9.

I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or Social Security Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that until I provide a taxpayer identification number, all reportable payments made to me will be subject to backup withholding, but will be refunded if I provide a certified taxpayer identification number within 60 days.

THE IRS DOES NOT REQUIRE YOUR CONSENT TO ANY PROVISION OF THIS DOCUMENT OTHER THAN THE CERTIFICATIONS REQUIRED TO AVOID BACKUP WITHHOLDING.

GUIDELINES FOR REQUEST FOR TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9

U.S. person. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, if applicable, to:

A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, or

Any estate (other than a foreign estate) or trust. See Regulations sections 301.7701-6(a) and 7(a) for additional information.

Partners and partnerships must consult their own tax advisors regarding the application of these rules to them.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a "saving clause." Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the recipient has otherwise become a U.S. resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 28% of such payments (after December 31, 2002). This is called "backup withholding." Payments that may be subject to backup withholding include interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

If you are an individual, you must generally enter the name shown on your social security card. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name. If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your social security card on the "Name" line. You may enter your business, trade, or "doing business as (DBA)" name on the "Business name" line.

Limited liability company (LLC). If you are a single-member LLC (including a foreign LLC with a domestic owner) that is disregarded as an entity separate from its owner under Treasury regulations section 301.7701-3, enter the owner's name on the "Name" line. Enter the LLC's name on the "Business name" line. Check the appropriate box for your filing status (sole proprietor, corporation, etc.), then check the box for "Other" and enter "LLC" in the space provided.

Other entities. Enter your business name as shown on required Federal tax documents on the "Name" line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the "Business name" line.

Note: Check the appropriate box for your status (individual/sole proprietor, corporation, etc.).

If you are exempt, enter your name as described above and check the appropriate box for your status, then check the "Exempt" box under the taxpayer identification number and sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note: If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

Exempt payees. Backup withholding is not required on any payments made to the following payees:

The chart below shows types of payments that may be exempt from backup withholding. The chart applies to the exempt recipients listed above, 1 through 15.

If the payment is for...		THEN the payment is exempt for...

Interest and dividend payments		All exempt recipients except for 9
Broker transactions		Exempt recipients 1 through 13. Also, a person registered under the Investment Advisers Act of 1940 who regularly acts as a broker
Barter exchange transactions and patronage dividends		Exempt recipients 1 through 5
Payments over $600 required to be reported and direct sales over $5,000(1)		Generally, exempt recipients 1 through 7(2)

Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-owner LLC that is disregarded as an entity separate from its owner, enter your SSN (or EIN, if you have one). If the LLC is a corporation, partnership, etc., enter the entity's EIN.

Note. See the chart below for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.socialsecurity.gov/online/ss-5.pdf. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses/ and clicking on Employer ID Numbers under Related Topics. You can get Forms W-7 and SS-4 from the IRS by visiting www.irs.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, fill out the box entitled "CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER."

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). Exempt recipients, see Exempt From Backup Withholding above.

Signature requirements. Complete the certification as indicated in 1 through 4 below.

For this type of account:			Give name and SSN of:

1.	Individual		The individual
2.	Two or more individuals (joint account)		The actual owner of the account or, if combined funds, the first individual on the account(1)
3.	Custodian account of a minor (Uniform Gift to Minors Act)		The minor(2)
4.	a.	The usual revocable savings trust (grantor is also trustee)	The grantor-trustee(1)
	b.	So-called trust account that is not a legal or valid trust under state law	The actual owner(1)
5.	Sole proprietorship or single-owner LLC		The owner(3)

For this type of account:		Give name and EIN of:

6.	Sole proprietorship or single-owner LLC	The owner(3)
7.	A valid trust, estate, or pension trust	Legal entity(4)
8.	Corporate or LLC electing corporate status on Form 8832	The corporation
9.	Association, club, religious, charitable, educational, or other tax-exempt organization	The organization
10.	Partnership or multi-member LLC	The partnership
11.	A broker or registered nominee	The broker or nominee
12.	Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments	The public entity

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federal nontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.


Signature(s) guaranteed by an eligible institution:
		(Authorized signature)
(Title)
(Name and firm)


Name(s):		(Please type or print)
Capacity:
Address:
		(Zip Code)


Transaction code number:


Window ticket number (if any):


Transaction code number:


Name: