Sara and Clement:

      In addition to the form of guarantee, we need to obtain from you
evidence that the guarantor has the power and authority to issue the
guarantee and that the signatory is authorized to sign.  I attach a sample
form of corporate resolutions which I hope will be acceptable to you.
Please call me to discuss at (212) 272-2547.

  Thanks and regards,

      Anna Meytina

 <<CorpRes.doc>>


 - CorpRes.doc
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