The following provisions are proposed to be added into the Confirms for the 
Firm GTC.  Please review and revise as appropriate.



If a Triggering Event occurs, the Notifying Party may (at its election) set 
off any or all amounts which the Affected Party owes to the Notifying Party 
or it Affiliates (under this Agreement or otherwise) against any or all 
amounts which the Notifying Party owes to the Affected Party (either under 
this Agreement or otherwise).


"Affiliate8 means, with respect to any person, any other person (other than 
an individual) that, directly or indirectly, through one or more 
intermediaries, controls, or is controlled by, or is under common control 
with, such person.  For this purpose, "control" means the direct or indirect 
ownership of fifty percent (50%) or more of the outstanding capital stock or 
other equity interests having ordinary voting power.  [Probably want to name 
EPMI specifically]