FMPA

Dave/Billy

Our external Counsel are reviewing the authority of FMPA to enter into the
proposed transaction and will also advise as to the required representations
and other specific due diligence we will need to conduct prior to entering
into any such transaction.

Please ensure that credit get an early heads up on this proposed transaction,
Ed Sacks is probably your first point of contact.

The form proposed by FMPA envisages a Master Agreement, which falls
considerably short of what we would expect to see in a Master Agreement. As
discussed with Billy I am viewing this as a single transaction and any
discussion as to Master Agreements can be conducted in parallel to the
proposed transaction. I attach the EEI Master, with Cover Sheet and
attachments to enable you to commence this process. Please note that this
does NOT include credit terms.

In addition, we can establish the authority, or otherwise of FMPA to enter
into a Master Agreement at a later date when actually required, rather than
clouding the issue of the current transaction.

Regards,

Marcus