Attached for your review please find the following documents:

1. Purchase Agreement;
2. Remarketing Agreement; and
3. Trust Agreement.

Please note that the attached documents have not been reviewed by UBS Warburg
and therefore remain subject to their comments. Please call Todd Eckland or me
with any questions or comments you may have.

Best regards,

Hazel Mukuna

(See attached file: Purchase Agreement.doc)        (See attached file:
Remarketing Agreement.doc)    (See attached file: Trust Agreement.doc)


______________________________________
This message, together with any attachments, is intended only for the
use of the individual or entity to which it is addressed and may contain
information that is legally privileged, confidential and exempt from
disclosure.  If you are not the intended recipient, you are hereby
notified that any dissemination, distribution, or copying of this
message,or any attachment, is strictly prohibited.  If you have received
this message in error, please notify the original sender (or the WSPR
Help Desk) immediately by telephone (212-858-1000) or by return
E-mail and delete the message, along with any attachments, from
your computer.  Thank you.





 - Purchase Agreement.doc
 - Remarketing Agreement.doc
 - Trust Agreement.doc