Mark:

Attached is a sample term sheet for a common stock acquisition that could be helpful as a starting point for the Mariner transaction.  If the Mariner transaction will be structured as a stock exchange, I am not sure how helpful this will be.  I have not located any term sheets for a stock exchange, but I will be glad to begin drafting one at your request.  Also attached is a running list of issues and a listing of the portfolio assets Scott had indicated may move into Mariner and the current ownership of those assets.

Please let me know if there is anything further I can do.

Teresa