EXHIBIT INDEX

(i)       Opinion and Consent of Counsel as to the legality of the securities
          being registered.

(j)       Independent Auditors' Consent.

(q)(3)    Officers'  Power of Attorney to sign  Amendments to this  Registration
          Statement, dated Sept. 17, 2002.

(q)(6)    Officers'  Power of Attorney to sign  Amendments to this  Registration
          Statement, dated Sept. 18, 2002.