Richard:
In reviewing our ISDA forms we had the following questions for you with 
respect to the arbitration and process agent language:

1. Do any changes need to be made to our arbitration language?  I have 
enclosed what we currently use.  Also, should we keep in waiver of jury trial 
even if arbitration is chosen for situations where the award needs to be 
enforced in court?  Is it necessary to have a statement that the award can be 
enforced in court?

2. We have assumed that there is no need to add our appointment of process 
agent language if our counterparty is either organized in the US or Canada or 
maintains a branch or office in the US or Canada.  Is this a correct 
assumption?  Enclosed is our process agent language.

I look forward to hearing from you.  As we discussed last week, we will 
arrange a time that you can talk generally to our group about arbitration 
issues and questions.

Carol