May 7, 2004 Richard E. Tarrant P.O. Box 1070 Burlington, VT 05402-1070 Dear Rich: I am writing to confirm our agreement that, effective as of May 7, 2004, the Stock Restriction and Voting Agreement dated as of April 29, 1999 entered into by and among...

May 7, 2004



Xxxxxxx X. Xxxxxxx
P.O. Box 1070
Burlington, VT  05402-1070

Dear Rich:

I am writing to confirm our agreement that, effective as of May 7, 2004, the
Stock Restriction and Voting Agreement dated as of April 29, 1999 entered into
by and among you and me is terminated and is of no further force or effect.
Please acknowledge and confirm your acceptance of the foregoing by signing where
indicated below and returning it to me.



                                            /S/ XXX X. XXXXXXX BY
                                            XXXXXX X. XXXXXXX AS
                                            ATTORNEY-IN-FACT
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                                            Xxx X. Xxxxxxx



                                            Acknowledged and Agreed:


                                            /S/ XXXXXXX X. XXXXXXX
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                                            Xxxxxxx X. Xxxxxxx