Schedule E

                            NON-DISCLOSURE AGREEMENT

I.   Non-Disclosure

     In  connection  with  services  now  or in  the  future  performed  by  the
     undersigned for Goldman,  Sachs & Co. or for any subsidiary or affiliate of
     Goldman, Sachs & Co. (collectively called "Goldman Sachs"), the undersigned
     may have  access to  non-public  information  or  materials  describing  or
     relating to Goldman Sachs or its clients,  or third parties to whom Goldman
     Sachs has a duty of  confidentiality,  including  materials  describing  or
     relating to the business  affairs,  policies or procedures of Goldman Sachs
     or its  clients  or such  third  parties;  formulas;  strategies;  methods;
     processes; computer materials including source or object codes, data files,
     computer  listings,   computer  programs,   and  other  computer  materials
     (regardless of the medium in which they are stored);  or other  information
     ("Confidential   Information").
With   respect   to   such   Confidential
     Information, the undersigned acknowledges and agrees as follows:

     1.
The undersigned will hold Confidential  Information in strict confidence
and will not,  nor will it permit  any  agent,  servant or  employee  to,  copy,
reproduce, sell, assign, license, market, transfer or otherwise dispose of, give
or  disclose  Confidential  Information  to  any  person,  firm  or  corporation
including  any partner or employee of Goldman  Sachs who does not have a need to
know the Confidential Information.
2.
Upon the  termination of the services to be performed by the undersigned
(or earlier if  requested by Goldman  Sachs),  the  undersigned  shall return to
Goldman  Sachs all copies of  documents,  papers or other  material  relating to
Goldman Sachs or obtained or developed in the course of performing  services for
Goldman Sachs, or containing or derived from Confidential  Information which are
in the undersigned's possession, together, if requested by Goldman Sachs, with a
certificate  signed by the  undersigned,  in form and substance  satisfactory to
Goldman Sachs,  to the effect that all such  Confidential  Information  has been
returned.
II.
Non-Promotion

     The  undersigned  agrees that the undersigned  will not,  without the prior
     written consent of Goldman Sachs in each instance:  (a) use in advertising,
     publicity  or  otherwise  the  name of  Goldman  Sachs or any  trade  name,
     trademark,   trade  device,   servicemark,   symbol  or  any  abbreviation,
     contraction or simulation thereof owned by Goldman Sachs; or (b) represent,
     directly or  indirectly,  that any  product or any service  provided by the
     undersigned has been approved or endorsed by Goldman Sachs.
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III.
Non-Employment

     The undersigned  affirms that the undersigned is not an employee of Goldman
     Sachs for any purpose and that the  undersigned is not entitled to exercise
     any rights,  or seek any  benefit,  accruing to the  regular  employees  of
     Goldman  Sachs by virtue of the  services  rendered by the  undersigned  to
     Goldman  Sachs  or  otherwise.
The  undersigned  agrees  to  provide  any
     assistance  necessary  to Goldman  Sachs in  investigating  any  illegal or
     fraudulent activities, security breaches or similar situations.
IV.
Background Check and Testing

     The  undersigned  agrees that in connection  with  performing  the services
     contemplated  by this  Agreement,  he or she may be subject to a background
     check, including employers, education, credit, criminal public record, drug
     screen or other checking or testing,  and the  undersigned  consents to the
     foregoing.
The undersigned hereby releases Goldman Sachs, its employees and
     agents from any and all liability or claims  arising from such checking and
     testing and the use and reporting of the results  thereof  except for those
     arising due to the negligence of Goldman Sachs.
The obligations  created by this Agreement shall survive the termination of
the  services  of  the  undersigned.
The  undersigned  acknowledges  that  any
violation,  breach or other failure on the undersigned's part to strictly comply
with this  Agreement  could  materially  adversely  affect Goldman Sachs and its
business, thus giving rise to suit for monetary damages and/or injunctive relief
for such violation, breach or other failure.
/s/ Michael R. Cunningham
                                             -----------------------------------
                                             (Signature)


                                             Michael R. Cunningham
                                             -----------------------------------
                                             (Print Name)


                                             -----------------------------------
                                             (Date)



 
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