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Private Wealth Management



iWORGAiV ST-L_VLEY DE,-LV WITTER





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Amendment to Discretionary Trading Authorization

Relating to Disclosure of Conflicts



It is expressly acknowledged that Morgan Stanley's

interests may, from time to time, be in material conflict

with those of the undersigned. Such potential conflicts

may arise or result from, but are not limited to:

I. Morgan Stanley acting as principal in a transaction

with the undersigned;

II. Morgan Stanley, its employees. affiliate(s) or

agents holding a position in a security to be purchased

or sold pursuant to this authorization (or in any related

security);



III. Morgan Stanley acting as market maker in any

security, commodity or derivative thereon;

IV. Morgan Stanley acting as agent for another client,

or as principal or agent for another counterparty, in a

transaction;



V. Morgan Stanley being separately remunerated by

a third party in a transaction;

VI. Morgan Stanley having been involved in or

connected with the issuance of the security (or a

related security) which is the subject of a transaction;

VII. Morgan Stanley being an underwriter of a security

or Morgan Stanley holding securities as a result of

underwriting a security;

VIII.Morgan Stanley publishing research

recommendations relating to any security;



IX. Morgan Stanley entering into securities lending

and borrowing or repurchase and reverse repurchase

transactions in connection with a transaction or in any

security;

X. Morgan Stanley engaging in the business of

investment banking, corporate finance, lending, or

other financial services for Morgan Stanley's own

account or the account of others.



The undersigned further acknowledges that Morgan

Stanley shall not be under any obligation to disclose

any information obtained or learned by Morgan Stanley

as a result of or in connection with any of the

aforementioned activities. Notwithstanding these or

other possible conflicts, the undersigned expressly

permits the undersigned's authorized agent at Morgan

Stanley to, at his discretion, enter into transactions

with Morgan Stanley either as agent or principal for

Morgan Stanley's own account.



MORGAN STANLEY & CO. INCORPORATED



Acknowledged and Agreed:



Very tr yours,



,, gnature (Primary Account Holder)

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Sigpdtu ( ndary A t i oint Account)

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Date



Doc: Z1

(Rev 2J00)



LAY-G20 09 54



LBF001-00420