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stockholders of record as of the Effective Date
will be converted at 5:00 p.m. E.S.T. on the Effective Date into
the right to receive an amount of whole shares of new Common
Stock equal to the number of their shares divided by five, with
any fractional share rounded up to the next whole share.

Exchange of Stock Certificates

     At soon as practicable after the Effective Date, the Company
will send a letter of transmittal to each stockholder of record
on the Effective Date for use in transmitting certificates
representing shares of Common Stock ("old certificates") to the
Company's transfer agent, The First National Bank of Boston (the
"Exchange Agent").  The letter of transmittal will contain
instructions for the surrender of old certificates to the
Exchange Agent in exchange for certificates representing the
number of whole shares of new Common Stock.  No new certificates
will be issued to a stockholder until such stockholder has
surrendered all old certificates together with a properly
completed and executed letter of transmittal to the Exchange
Agent.

     Upon proper completion and execution of the letter of
transmittal and return thereof to the Exchange Agent, together
with all old certificates, stockholders will receive a new
certificate or certificates representing the number of whole
shares of new Common Stock into which their shares of Common
Stock represented by the old certificates have been converted as
a result of the Reverse Stock Split.  Until surrendered,
outstanding old certificates held by stockholders will be deemed
for all purposes to represent the number of whole shares of
Common Stock to which such stockholders are entitled as a result
of the Reverse Stock Split.  Stockholders should not send their
old certificates to the Exchange Agent until they have received
the letter of transmittal.  Shares not presented for surrender as
soon as practicable after the letter of transmittal is sent shall
be exchanged at the first time they are presented for transfer.

     No service charges will be payable by stockholders in
connection with the exchange of certificates, all expenses of
which will be borne by the Company.

Effect of the Reverse Stock Split Proposal

     If the Reverse Stock Split is approved at the Annual
Meeting of Stockholders and the Company's Board of Directors
subsequently determines that it is advisable to proceed with the
Reverse Stock Split, the result would be that each stockholder
who owns five or more shares of Common Stock will receive one
share of new Common Stock for each five shares of Common Stock
held at the time of the Reverse Stock Split, and one additional
share in lieu of the issuance of a fractional share of new Common
Stock, if any.  Each Company stockholder who owns fewer than
five shares of Common Stock on the date of the Reverse Stock
Split is effected will be entitled to receive one share of new
Common Stock in lieu of receiving a fractional share resulting
from the Reverse Stock Split.  The rounding up of fractional
shares to the next whole share is being done to avoid the expense
and inconvenience to the Company of issuing fractional shares,
and is not a separately bargained-for-consideration.

     After the Reverse Stock Split the Company will still have
authorized Common Stock of 165,000,000 shares.  As of March 23,
1994, the number of issued shares of Common Stock was  
158,302,958.  Based upon the Company's best estimates, the
aggregate number of shares of new Common Stock that will be
issued and outstanding as a result of the Reverse Stock Split
will be 31,660,592.  Because the number of authorized shares of
Common Stock is remaining at 

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