Rahil,

Attached for your review please find a draft of the above-referenced 
Agreement.  Please pay special attention to the provisions in the Agreement 
which have been highlighted or bracketed.  Please also fill in the blanks 
(i.e. the missing definitions).  Feel free to call me with any comments or 
questions at 3-9720.  Rhett Jackson in tax is looking into any possible issue 
relating to the value added taxes.



Jason