Kim,
 
Thanks for forwarding the Collateral Assignment document this  morning.  Our counsel has given it his blessing and we are ready to proceed  with execution of the Agreement with on exception.
 
The only change needed from our perspective is the  following:
 
                 SECTION 6, Paragraph (g).
 
                 Upon termination of the Master Agreement and  confirmation from the Secured Party that all obligations                           thereunder have been satisfied in full in the form  attached as Exhibit B hereto, the Escrow Agent shall remit                  to  the Secured Party any funds remaining in the collateral  account.
 
 
                 We think that the last sentence contains a typographical  error, and that it should read ...the Escrow Agent shall remit to                  the  Grantor any funds remaining in the collateral account.
 
Please let me know if your attorneys agree after their  review.
 
Thank you for your attention to this matter.
 
Thomas L. Goudie