Asset Securitization NDA

Peter:

Attached please find the final form of asset securitization NDA. Note that I
made a few changes to Section 5 to incorporate a bit of the second
alternative into the first alternative you chose. Please let me know if you
have further comments or questions. Otherwise, please let Tana Jones know if
you need assistance finalizing an NDA for distribution to a Counterparty.
Even if you intend to finalize yourself, give Tana a call or send her an
e-mail to let her know that name of the counterparty so that we can check our
records to confirm that we don't have any conflicting confidentiality
agreements in place with the Counterparty. Also, copy both Tana and I on any
NDA you distribute.

Thanks,

Leslie