ISDA Forms

Richard:
In reviewing our ISDA forms we had the following questions for you with
respect to the arbitration and process agent language:

1. Do any changes need to be made to our arbitration language? I have
enclosed what we currently use. Also, should we keep in waiver of jury trial
even if arbitration is chosen for situations where the award needs to be
enforced in court? Is it necessary to have a statement that the award can be
enforced in court?

2. We have assumed that there is no need to add our appointment of process
agent language if our counterparty is either organized in the US or Canada or
maintains a branch or office in the US or Canada. Is this a correct
assumption? Enclosed is our process agent language.

I look forward to hearing from you. As we discussed last week, we will
arrange a time that you can talk generally to our group about arbitration
issues and questions.

Carol