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Board of Directors                            November 1, 1993
BankAmerica Corporation

                            BANKAMERICA CORPORATION
                   GENERAL OPERATING AND BORROWING RESOLUTION
                   ------------------------------------------


     The Board of Directors of BankAmerica Corporation ("BAC") authorizes and
determines:

     1.  Any two BAC officers listed below under the designation "Group 1" (the
"Officers"):

                                    GROUP 1
                                    -------

         the Chairman of the Board
         the Chief Executive Officer
         the President
         any Vice Chairman of the Board
         any Vice Chairman
         the Chief Financial Officer
         the Treasurer
         the Financial Controller
         any Executive Vice President
         any Senior Vice President
         any Vice President
         the Secretary

or any one of such Officers in conjunction with any one of the BAC officers
listed below under the designation "GROUP 2":

                                    GROUP 2
                                    -------

         any Assistant Treasurer
         any Assistant Secretary
         any Assistant Vice President

be, and hereby are, authorized to make, execute, deliver, amend and terminate,
in the name and on behalf of BAC, any and all such contracts, instruments,
documents and agreements, and to perform any and all such acts, in the name and
on behalf of BAC, as are deemed by such Officers to be desirable in connection
with any of the activities set forth below; provided, however, that the opening
of any account described in subparagraph (a) of this paragraph 1 requires the
signature of a Vice Chairman or above; and provided, further, that any contract,
instrument, document or agreement for any borrowing described in subparagraph
(b) of this paragraph 1 requires the signature of the Treasurer or an Assistant
Treasurer in addition to one other officer listed in GROUP 1 or 2 above, as the
case may be; and provided, further, that notes representing commercial paper
need be signed only by the Treasurer or an

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