TO: ______________________



This letter will authorize you to negotiate, discuss and in

any other way communicate with_______________in those areas

relative to________________________________________________



This letter will further authorize ___________to act in all

matters on behalf of ______________________________________



The intent of this authorization is not to be construed to

limit, in any way, the power of ______________to act in our

behalf, enter into agreements, or contract_________________

____________________________________in both financial areas

and sales areas.



Theefore, by the existence of this instrument we hereby

authorize________________to accept or reject agreements, to

enter into contracts binding upon_____________________, and

to act in whateverway necessary so as to accomplish that

which is being untertaken which may occasion the necessity

of this letter.

                           _______________________________



                           Date___________________________





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