Attached is a revised Master Setoff.  I have made changes & asked for some
help on a couple of points.  Please review the list of entities, and we are
finalizing our list as well.  We also obviously need clean up some cosmetic
things as well.  Finally, if we can get this done, we have lined up our CFO
to sign this today, and would expect you to be working on identifying your
signatory(ies) as well.  Call me after you have reviewed this.  Thanks.(See
attached file: 86452.DOC)


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 - 86452.DOC