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___________________________