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Board of Directors                                      November 7, 1994
Bank of America NT&SA

                         GENERAL OPERATING RESOLUTION
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1.   Accounts, Service Agreements, Interests in Real or
     Personal Property and General Power to Contract.
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     Except as otherwise specified below,

          any TWO of the officers of Bank of America National Trust and Savings
          Association ("the Bank") listed below under the designation Group I,
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          or

          any ONE of the officers listed below under the designation Group I in
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          conjunction with any ONE officer listed below under the designation
          Group II,
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     are authorized to make, execute, deliver, amend and terminate, in the name
     and on behalf of the Bank any and all contracts, instruments, documents,
     agreements and other writings, and to perform any and all acts in the name
     and on behalf of the Bank as are deemed by the officers to be appropriate
     in connection with any of the activities set forth below:

          (a)  Establishment of accounts
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          to establish and maintain with any other financial institutions,
     checking, time deposit, and other bank accounts, upon such terms and
     conditions as such officers deem appropriate;

          (b)  Service agreements
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          to enter into service agreements, with the parent, affiliates, direct
     or indirect subsidiaries of the Bank, any other banks, persons, firms,
     corporations or other entities, whereunder personnel, facilities or
     services will be made available by or to the Bank;

          (c)  Interests in real or personal property
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          to purchase, accept, lease, sell, transfer, grant, license and
     encumber interests, whether as security or otherwise, which the Bank has or
     may by such means acquire in real or personal property, whether acquired in
     the name of the Bank as owner, as the holder of any security interest, or
     other capacity; and, without limiting the generality of the foregoing
     authorization, to take all actions and execute and deliver all documents,
     notices, designations, appointments, substitutions and instructions
     regarding such real or personal property, or relating thereto; provided,
     however, that for any

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