Attached is the document that will serve as the basis for our discussion
tomorrow.

The document summarizes key business principles, our understanding of the
business principle agreement for each point, and our interpretation of the
current version of the contract for each point.

There are several other points that I did not include in this document as
we feel they are contractual negotiation points versus deal principle
points.

Our goal is to gain clarity on these high level points tomorrow, to get
these back to Brian for contract redlining and turnaround by Saturday, and
then to reconvene for a detailed contract review session on Monday.

Also, as we would like to focus on these key principles, we are planning to
have myself, Kenny, and Mark present for the meeting.  Brian will be on
call in case we need him.

Thanks and we look forward to our visit tomorrow at 1 p.m.

Peggy

(See attached file: EOL Contract Draft v3 Deal Points.doc)

 - EOL Contract Draft v3 Deal Points.doc