Attached are revised drafts of the New York PA and ETA, which have been 
revised to reflect the latest Clifford Chance drafts and our discussion 
yesterday.  We are unable to blackline these drafts, due to the fact that the 
Clifford Chance drafts are not on our system (and we did not receive all of 
them in any event).  Also, we have not yet received from Mark's office the 
language on confirmations; we have taken a shot at it but can obviously 
modify it after we get the language.

Finally, we have attached a blackline of the "Legal and Privacy" statement, 
reflecting some suggested changes.  We also note that, if this document is to 
be "global", we will either need to decide on a single governing law or 
delete choice of law entirely.

Best regards.


------------------------------------------------------------------------------
This e-mail is sent by a law firm and contains information that may be 
privileged and confidential. If you are not the intended recipient, please 
delete the e-mail and notify us immediately.




 - PA.wpd
 - ETA.wpd
 - red.wpd