Richard,

Here is the memorandum.  I can send you a separate hard copy if you want it,
or you can just print one out.

Let's talk on Monday.  If you want to set a specific time, just send me an
e-mail.

Steve
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
                                                                              
             ................................................

ALSCHULER GROSSMAN STEIN & KAHAN LLP
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 - Memorandum Re Contribution-Comparative Indemnity.doc