Draft LOU

Attached please find both a redlined and a clean version of the draft LOU and
related Term Sheet for your review prior to our meeting on Monday (1/15).
The Term Sheet is redlined against your 12/14 version and the LOU is redlined
against John Scarlata's 1/3 version. The document contains our position and
recommendation on all of the previous issues as well as language to cover
some additional items. We recognize that some of our positions are different
than yours. We are willing to negotiate on most all of the issues, but in
whole as opposed to piece meal. We are looking forward to meeting again on
Monday. See you then!

Regards,
Ed

PS I will be out of the office tomorrow and I expect Gil will be out as well
home recovering from an illness. We will be checking voice mail
periodically, so leave a message if you need to talk prior to Monday.
Furthermore, if you need to contact us prior to the meeting, we will be at
the Short Hills Hilton on Sunday night.