May 24, 2001 Mr. A. J. C. Smith 630 Park Avenue New York, NY 10021 Dear Ian, The purpose of this letter is to confirm that the terms of your consultant agreement (described in the letter of June 1, 2000 attached) will continue through May 31, 2002....

May 24, 2001



Mr. X. X. X. Xxxxx
000 Xxxx Xxxxxx
Xxx Xxxx, XX  00000

Dear Xxx,

The purpose of this letter is to confirm that the terms of your consultant
agreement (described in the letter of June 1, 2000 attached) will continue
through May 31, 2002. Please indicate your acceptance below. Thank you.

Sincerely,


/s/ Xxxxxxx X. Xxxxxxxxxx


                                                              /s/X.X.X. Xxxxx
                                                       -------------------------
                                                                      Accepted
                                                                  X. X. X. Xxxxx



xx:  Xxxxxxx X. Xxxxxxxxx
      Xxxxxxx Xxx Xxxxx
JS-3289