NYPA

Per my conversation this morning with the lawyer at NYPA, they would like to
transact business on a going forward basis under the attached form of what we
consider an "ISDA Confirmation" (it seemed to me their lawyer thought this
document was a sufficient ISDA Master). Sara has a call into him to get his
thoughts about this document Per my conversations w/Sara, we would like to
get our standard governmental form of ISDA Master in place. We wonder what
your thoughts are on his document. Further, he seemed quite firm that they
would not be issuing a legal opinion, but would give us a certified copy of
the resolution I am about to fax to you. We look forward to getting your
comments.

- CFD1.DOC