Peter:

Attached please find the final form of asset securitization NDA.  Note that I 
made a few changes to Section 5 to incorporate a bit of the second 
alternative into the first alternative you chose.  Please let me know if you 
have further comments or questions.  Otherwise, please let Tana Jones know if 
you need assistance finalizing an NDA for distribution to a Counterparty.  
Even if you intend to finalize yourself, give Tana a call or send her an 
e-mail to let her know that name of the counterparty so that we can check our 
records to confirm that we don't have any conflicting confidentiality 
agreements in place with the Counterparty.  Also, copy both Tana and I on any 
NDA you distribute.

Thanks,

Leslie