Attached please find the "bank counsel's" comments to the World
Hunger Reps and Warranties that I received from Rose (first document
below), as well as the revised language resulting therefrom (second
document below).  Rose has not seen this revised language.
 <<Bank Counsel's Comments to World Hunger Reps and Warranties.DOC>>
<<Section 28.12 of E_Next Generation Agremeent.DOC>> 
 - Bank Counsel's Comments to World Hunger Reps and Warranties.DOC
 - Section 28.12 of E_Next Generation Agremeent.DOC