Rhett:
I have asked the attorney that I am working with on this to call you directly 
about their proposed tax rep language as well as their deletion of the 
language in Part 3 regarding the delivery of tax docs.  I have enclosed below 
the language that we currently have in the Schedule which they would not 
accept and I believe you have their proposed language on the tax reps.  
Thanks again for your help.  I just think that at this point it is easier for 
the tax folks to talk directly to each other.
Carol