Tremaine:

Further to our conversation with Marguerite, attached please find a mark-up
of the Escrow Agreement.  Once  you have run the revised draft by Citibank
for approval, please send me a final version of the same so that I may
forward the document to Kay Mann for signature.

Thanks,

Marisa Reuter

 <<citi comments.doc>>





                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - citi comments.doc