Wolkin & Timpane

555 Montgomery Street, Suite 1100

San Francisco, CA  94111




November 16, 1998



Mr. Rod Welch
Welch Company
440 Davis Court, No. 1602
San Francisco, CA 94111-2496

Re:  United Pacific Insurance Company
        Rod Welch Company - State of California
        Claim No.: 074-74-01278,
        Bond No.: U-781979
        Our File No.: 89002


Dear Mr. Welch:


My client, United Pacific Insurance Company, recently reviewed this file.
Enclosed for your convenience and ready reference is a copy of the agreement
concerning repayment of expenses and a promissory note you executed in May of
1996. As you may recall, and as is set forth in these agreements, you were to
pay United Pacific Insurance Company the sum of $527,154.88 on February 6,
1997. I am sure you are also aware that United Pacific Insurance Company has
not been paid.





I have been instructed to bring this matter to a conclusion, or, failing that,
to quickly bring an action to judgment. Given the long history of this matter,
however, United Pacific Insurance Company wanted to first solicit any proposal
you may have in terms of settling your outstanding obligations. In this regard,
however, please be clear that United Pacific Insurance Company is not
interested in any proposal involving anything other than money. Any proposal
you make should be limited to how much money as you can or will pay United
Pacific Insurance Company, and in what time frame, to resolve your outstanding
obligations.









Mr. Rod Welch

The Welch Compan,

November 6, 1998

Page 2



 




Rod, the day of reckoning is simply here. United Pacific Insurance Company is
not interested in forbearing or deferring this matter any further. Please let
me hear from you in the very near future.


Very truly yours,


WOLKIN & TIMPANE




MJT/vhs


Encls.


Copy to:



    
        
  1.  Marc A. Brown, Esq.






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