VISION L.P. FORM 1A

LIMITED POWER OF ATTORNEY WITH PRIVILEGE ONLY

TO TRADE SECURITIES AND/OR COMMODITIES

I hereby authorize ___________________________________________(whose signature appears below) as my agent and attorney-in-fact to buy, sell (including "short" sales) and trade in stocks, bonds and any other securities and/or commodities and/or contracts relating to the same on margin or otherwise in accordance with your terms and conditions for my account and risk and in my name, or number on your books. 1 hereby agree to indemnify and hold you harmless from, and to pay you promptly on demand. any and all losses, costs, indebtedness, and liabilities arising therefrom or debit balance(s) due thereon.

In all such purchases, sales or trades you are authorized to follow the instructions of my agent and attorney-in-fact in every respect concerning my account with you; and (s)he is authorized to act for me and in my behalf in the same manner and with the same force and effect as I might or could do with respect to such purchases, sales or trades as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or trades.

I hereby ratify and confirm any and all transactions with you heretofore or hereafter made by the aforesaid agent on behalf of or for my account.

This authorization and indemnity is in addition to (and in no way limits or restricts) any rights which you may have under any other agreement or agreements between you and me.

This authorization and indemnity is a continuing one and shall remain in full force and effect until revoked by me by a written notice addressed to and actually received by you at your office at One Whitehall Street, 15th Floor New York, New York 10004, but such revocation shall not affect any liability in any way resulting from transactions initiated prior to your receipt of such revocation. This authorization and indemnity shall inure to the benefit of your present firm and of any successor firm or firms irrespective of any change or changes at any time in the personnel thereof for any cause whatsoever, and of the assigns of your present firm or any successor firm.

I FURTHER REPRESENT THAT I HAVE RECEIVED A COPY OF, AND HAVE READ AND UNDERSTOOD, THE DISClOSURE DOCUMENT OF THE COMMODITY TRADING ADVISOR ("CTA") TO WHOM I HAVE GIVEN THIS POWER OF ATTORNEY TO TRADE MY ACCOUNT, OR THAT I HAVE SIGNED A STATEMENT THAT THE ACCOUNT CONTROLLER IS EXEMPT FROM REGISTRATION AS A COMMODITY TRADING ADVISOR WITH THE CFTC AND NFA, AND THUS IS NOT REQUIRED TO FURNISH SUCH A DISCLOSURE DOCUMENT TO THE CUSTOMER.

I understand and certify that I have the financial resources to enter into this agreement, and trading objectives, have been explained to me.

DATED:___________________________

(Signature of Customer, if more than one, all must sign)

X______________________________________

(Print Name of Customer, if more than one, all must print)

X______________________________________

(Authorized Agent and Attorney-in-Fact) X______________________________________

(Print Name)                                             X______________________________________

Rev. April, 1995 1