Agency Agreement

Gerald,

After our discussion on Friday, I am sending the Agency Agreement back to
you with some minor mark-ups that I would like to see made. I did not
include an indemnity section at this time. As you indicated Friday, you
wanted to think about that. After review, please call me if you have any
questions. After we agree on the changes, you can either draft two
originals and sent to me, or I can print two originals, execute, and send to
you - however you prefer.

Ken Krisa

- Crescendo-agency rev1.doc