<PAGE> 1
Exhibit 1
---------
CLASS A CERTIFICATE
REGISTERED $400,000,000
No. R-1 CUSIP No. 635411AB7
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to National City Bank or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The August 2005 Distribution Date
Each $1,000 minimum denomination represents a
1/525,000 undivided interest
in Class A of the National City Credit Card Master Trust, Series 2000-1
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
NATIONAL CITY BANK
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of National City Bank or any Affiliate of
either thereof)
<PAGE> 2
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement dated as
of June 1, 1995 (the "Agreement"), as amended and restated as of July 1, 2000,
as supplemented by the Series 2000-1 Supplement dated as of August 24, 2000 (the
"Series 2000-1 Supplement"), among National City Bank, as Seller and Servicer
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the consumer revolving credit card
accounts identified under the Agreement from time to time (the "Accounts"), (ii)
all Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from accountholders in respect of the
Receivables, (iv) all monies, securities, investments and other property which
are from time to time on deposit in the Collection Account and the Special
Funding Account, (v) the benefits of any type of enhancement ("Series
Enhancement") issued with respect to any Series (the drawing on or payment of
such Series Enhancement being available only to Certificateholders of a
specified Series or Class unless otherwise indicated in the related Supplement)
and (vi) all other assets and interests constituting the Trust. Although a
summary of certain provisions of the Agreement and the Series 2000-1 Supplement
is set forth below and in the Summary of Terms and Conditions attached hereto
and made a part hereof, this Class A Certificate does not purport to summarize
the Agreement and the Series 2000-1 Supplement and reference is made to the
Agreement and the Series 2000-1 Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
and the Series 2000-1 Supplement (without schedules) may be requested from the
Trustee by writing to the Trustee at the Corporate Trust Office. To the extent
not defined herein, the capitalized terms used herein have the meanings ascribed
to them in the Agreement or the Series 2000-1 Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series 2000-1
Supplement, to which Agreement and Series 2000-1 Supplement, each as amended and
supplemented from time to time, the Class A Certificateholder by virtue of the
acceptance hereof assents and is bound.
It is the intent of the Sellers and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes, (i) the Investor Certificates will qualify as debt secured by the
Receivables and (ii) the Trust shall not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate, agrees to
treat this Class A Certificate for federal, state and local income and franchise
tax purposes as debt.
Interest will accrue on the Class A Certificates for the
period from the Closing Date to but excluding September 15, 2000, from and
including September 15, 2000 to but excluding October 16, 2000 and for each
Interest Period thereafter at a per annum rate of 0.15% above LIBOR as
determined on the LIBOR Determination Date and calculated on the basis of actual
days elapsed and a 360 day year.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the August 15, 2005 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or
<PAGE> 3
later under certain circumstances described in the Agreement and the Series
2000-1 Supplement. If for one or more months during the Class A Controlled
Amortization Period there are not sufficient funds to pay the Controlled
Distribution Amount, then to the extent that excess funds are not available on
subsequent Distribution Dates with respect to the Class A Controlled
Amortization Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Class A Expected
Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Agreement or the
Series 2000-1 Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Class A
Certificate to be duly executed.
NATIONAL CITY BANK,
as Seller and Servicer
By:
-----------------------------
Name:
Title:
Dated: August 24, 2000
<PAGE> 4
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
Agreement and Series 2000-1 Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------
Authorized Signatory
Dated: August 24, 2000
<PAGE> 5
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled National City Credit
Card Master Trust, Series 2000-1 (the "Series 2000-1 Certificates"), and one of
a class thereof entitled Class A Floating Rate Asset Backed Certificates, Series
2000-1 (the "Class A Certificates"), each of which represents a fractional
undivided interest in certain assets of the Trust. The assets of the Trust are
allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
the Seller Certificate. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount will be $525,000,000 on the Closing Date (the "Class A Initial
Invested Amount"). The Class A Invested Amount on any date will be an amount
equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount
of principal payments made to the Class A Certificateholders on or prior to such
date, minus (c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs for all prior Distribution Dates over Class A Investor Charge-Offs
reimbursed pursuant to Section 4.06(a) of the Series 2000-1 Supplement prior to
such date.
Subject to the terms and conditions of the Agreement, the
Sellers may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each, a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class A Certificateholders pursuant to the Agreement and
the Series 2000-1 Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Class A Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Class A Certificate) except that with respect to Class A Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final
payment of this Class A Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Series 2000-1
Certificateholders in accordance with the Agreement and the Series 2000-1
Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5.0% or less of the Initial Invested Amount, each Seller
has the option to repurchase
<PAGE> 6
the Certificateholders' Interest in the Trust represented by the Series 2000-1
Certificates. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Class A Certificateholders will
not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE SELLER, THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 2000-1 SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE> 7
ASSIGNMENT
Social Security or other identifying number of assignee
-------------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
------------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
*
----------------------
Signature Guaranteed:
--------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
<PAGE> 8
CLASS A CERTIFICATE
REGISTERED $125,000,000
No. R-2 CUSIP No. 635411AB7
Unless this Class A Certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation ("DTC"),
to National City Bank or its agent for registration of transfer, exchange or
payment, and any certificate issued is registered in the name of Cede & Co. or
in such other name as is requested by an authorized representative of DTC (and
any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Class A Expected Final Payment Date:
The August 2005 Distribution Date
Each $1,000 minimum denomination represents a
1/525,000 undivided interest
in Class A of the National City Credit Card Master Trust, Series 2000-1
Evidencing an undivided interest in a trust, the corpus of which consists
primarily of receivables generated from time to time in the ordinary course of
business in a portfolio of consumer revolving credit card accounts owned by
NATIONAL CITY BANK
and other assets and interests constituting the Trust under the Pooling and
Servicing Agreement referred to below.
(Not an interest in or obligation of National City Bank or any Affiliate of
either thereof)
<PAGE> 9
This certifies that CEDE & CO. (the "Class A Certificateholder") is the
registered owner of a fractional undivided interest in certain assets of a trust
(the "Trust") created pursuant to the Pooling and Servicing Agreement dated as
of June 1, 1995 (the "Agreement"), as amended and restated as of July 1, 2000,
as supplemented by the Series 2000-1 Supplement dated as of August 24, 2000 (the
"Series 2000-1 Supplement"), among National City Bank, as Seller and Servicer
and The Bank of New York, a New York banking corporation, as trustee (the
"Trustee"). The corpus of the Trust consists of (i) a portfolio of all
receivables (the "Receivables") existing in the consumer revolving credit card
accounts identified under the Agreement from time to time (the "Accounts"), (ii)
all Receivables generated under the Accounts from time to time thereafter, (iii)
funds collected or to be collected from accountholders in respect of the
Receivables, (iv) all monies, securities, investments and other property which
are from time to time on deposit in the Collection Account and the Special
Funding Account, (v) the benefits of any type of enhancement ("Series
Enhancement") issued with respect to any Series (the drawing on or payment of
such Series Enhancement being available only to Certificateholders of a
specified Series or Class unless otherwise indicated in the related Supplement)
and (vi) all other assets and interests constituting the Trust. Although a
summary of certain provisions of the Agreement and the Series 2000-1 Supplement
is set forth below and in the Summary of Terms and Conditions attached hereto
and made a part hereof, this Class A Certificate does not purport to summarize
the Agreement and the Series 2000-1 Supplement and reference is made to the
Agreement and the Series 2000-1 Supplement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and obligations of the Trustee. A copy of the Agreement
and the Series 2000-1 Supplement (without schedules) may be requested from the
Trustee by writing to the Trustee at the Corporate Trust Office. To the extent
not defined herein, the capitalized terms used herein have the meanings ascribed
to them in the Agreement or the Series 2000-1 Supplement, as applicable.
This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Agreement and the Series 2000-1
Supplement, to which Agreement and Series 2000-1 Supplement, each as amended and
supplemented from time to time, the Class A Certificateholder by virtue of the
acceptance hereof assents and is bound.
It is the intent of the Sellers and the Investor
Certificateholders that, for federal, state and local income and franchise tax
purposes, (i) the Investor Certificates will qualify as debt secured by the
Receivables and (ii) the Trust shall not be treated as an association or
publicly traded partnership taxable as a corporation. The Class A
Certificateholder, by the acceptance of this Class A Certificate, agrees to
treat this Class A Certificate for federal, state and local income and franchise
tax purposes as debt.
Interest will accrue on the Class A Certificates for the
period from the Closing Date to but excluding September 15, 2000, from and
including September 15, 2000 to but excluding October 16, 2000 and for each
Interest Period thereafter at a per annum rate of 0.15% above LIBOR as
determined on the LIBOR Determination Date and calculated on the basis of actual
days elapsed and a 360 day year.
In general, payments of principal with respect to the Class A
Certificates are limited to the Class A Invested Amount, which may be less than
the unpaid principal balance of the Class A Certificates. The Class A Expected
Final Payment Date is the August 15, 2005 Distribution Date, but principal with
respect to the Class A Certificates may be paid earlier or
<PAGE> 10
later under certain circumstances described in the Agreement and the Series
2000-1 Supplement. If for one or more months during the Class A Controlled
Amortization Period there are not sufficient funds to pay the Controlled
Distribution Amount, then to the extent that excess funds are not available on
subsequent Distribution Dates with respect to the Class A Controlled
Amortization Period to make up for such shortfalls, the final payment of
principal of the Class A Certificates will occur later than the Class A Expected
Final Payment Date.
Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Class A
Certificate shall not be entitled to any benefit under the Agreement or the
Series 2000-1 Supplement or be valid for any purpose.
IN WITNESS WHEREOF, the Seller has caused this Class A
Certificate to be duly executed.
NATIONAL CITY BANK,
as Seller and Servicer
By:
-------------------------
Name:
Title:
Dated: August 24, 2000
<PAGE> 11
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Class A Certificates referred to in the
Agreement and Series 2000-1 Supplement.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------------
Authorized Signatory
Dated: August 24, 2000
<PAGE> 12
NATIONAL CITY CREDIT CARD MASTER TRUST
SERIES 2000-1
CLASS A FLOATING RATE ASSET BACKED CERTIFICATE
Summary of Terms and Conditions
The Receivables consist of Principal Receivables which arise
generally from the purchase of goods and services and amounts advanced to
accountholders as cash advances and Finance Charge Receivables. This Class A
Certificate is one of a Series of Certificates entitled National City Credit
Card Master Trust, Series 2000-1 (the "Series 2000-1 Certificates"), and one of
a class thereof entitled Class A Floating Rate Asset Backed Certificates, Series
2000-1 (the "Class A Certificates"), each of which represents a fractional
undivided interest in certain assets of the Trust. The assets of the Trust are
allocated in part to the certificateholders of all outstanding Series (the
"Certificateholders' Interest") with the remainder allocated to the Holders of
the Seller Certificate. The aggregate interest represented by the Class A
Certificates at any time in the Principal Receivables in the Trust shall not
exceed an amount equal to the Class A Invested Amount at such time. The Class A
Invested Amount will be $525,000,000 on the Closing Date (the "Class A Initial
Invested Amount"). The Class A Invested Amount on any date will be an amount
equal to (a) the Class A Initial Invested Amount, minus (b) the aggregate amount
of principal payments made to the Class A Certificateholders on or prior to such
date, minus (c) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs for all prior Distribution Dates over Class A Investor Charge-Offs
reimbursed pursuant to Section 4.06(a) of the Series 2000-1 Supplement prior to
such date.
Subject to the terms and conditions of the Agreement, the
Sellers may from time to time direct the Trustee, on behalf of the Trust, to
issue one or more new Series of Investor Certificates, which will represent
fractional undivided interests in certain of the Trust Assets.
On each Distribution Date, the Paying Agent shall distribute
to each Class A Certificateholder of record on the last day of the preceding
calendar month (each, a "Record Date") such Class A Certificateholder's pro rata
share of such amounts (including amounts on deposit in the Collection Account)
as are payable to the Class A Certificateholders pursuant to the Agreement and
the Series 2000-1 Supplement. Distributions with respect to this Class A
Certificate will be made by the Paying Agent by check mailed to the address of
the Class A Certificateholder of record appearing in the Certificate Register
without the presentation or surrender of this Class A Certificate or the making
of any notation thereon (except for the final distribution in respect of this
Class A Certificate) except that with respect to Class A Certificates registered
in the name of Cede & Co., the nominee for The Depository Trust Company,
distributions will be made in the form of immediately available funds. Final
payment of this Class A Certificate will be made only upon presentation and
surrender of this Class A Certificate at the office or agency specified in the
notice of final distribution delivered by the Trustee to the Series 2000-1
Certificateholders in accordance with the Agreement and the Series 2000-1
Supplement.
On any day occurring on or after the day on which the Invested
Amount is reduced to 5.0% or less of the Initial Invested Amount, each Seller
has the option to repurchase
<PAGE> 13
the Certificateholders' Interest in the Trust represented by the Series 2000-1
Certificates. The repurchase price will be equal to (a) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (b) if
such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date next following such day. Following the deposit of the
Reassignment Amount in the Collection Account, Class A Certificateholders will
not have any interest in the Receivables and the Class A Certificates will
represent only the right to receive such Reassignment Amount.
THIS CLASS A CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF,
OR AN INTEREST IN, THE SELLER, THE SERVICER OR ANY AFFILIATE OF ANY OF THEM AND
IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY
OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY. THIS CLASS A CERTIFICATE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS WITH RESPECT TO THE
RECEIVABLES (AND CERTAIN OTHER AMOUNTS), ALL AS MORE SPECIFICALLY SET FORTH
HEREINABOVE AND IN THE AGREEMENT AND THE SERIES 2000-1 SUPPLEMENT.
The Class A Certificates are issuable only in minimum
denominations of $1,000 and integral multiples of $1,000. The transfer of this
Class A Certificate shall be registered in the Certificate Register upon
surrender of this Class A Certificate for registration of transfer at any office
or agency maintained by the Transfer Agent and Registrar accompanied by a
written instrument of transfer, in a form satisfactory to the Trustee or the
Transfer Agent and Registrar, duly executed by the Class A Certificateholder or
such Class A Certificateholder's attorney, and duly authorized in writing with
such signature guaranteed, and thereupon one or more new Class A Certificates of
authorized denominations and for the same aggregate fractional undivided
interest will be issued to the designated transferee or transferees.
As provided in the Agreement and subject to certain
limitations therein set forth, Class A Certificates are exchangeable for new
Class A Certificates evidencing like aggregate fractional undivided interests as
requested by the Class A Certificateholder surrendering such Class A
Certificates. No service charge may be imposed for any such exchange but the
Servicer or Transfer Agent and Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection
therewith.
The Servicer, the Trustee, the Paying Agent and the Transfer
Agent and Registrar and any agent of any of them, may treat the person in whose
name this Class A Certificate is registered as the owner hereof for all
purposes, and neither the Servicer nor the Trustee, the Paying Agent, the
Transfer Agent and Registrar, nor any agent of any of them, shall be affected by
notice to the contrary except in certain circumstances described in the
Agreement.
THIS CLASS A CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
<PAGE> 14
ASSIGNMENT
Social Security or other identifying number of assignee
-----------------------
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto
-----------------------------------------------------------------
(name and address of assignee)
the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _____________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.
*
----------------------
Signature Guaranteed:
----------
* NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.
