EXHIBIT 10.28

                                October 17, 2001


James E. Chestnut
Atlanta, Georgia

Dear James:

     This  letter  confirms  the  understanding  that  we have  concerning  your
upcoming  assignment as President,  Pacific Rim, based in Tokyo, Japan. You will
receive a letter of understanding  outlining the terms of your assignment.  This
letter  covers  additional  items for your records.

Salary/Incentive/Long  Term Incentive/Stock Options

     While  you  are on  assignment,  your  base  salary,  and the  targets  and
opportunities for future awards of annual and long-term incentive, stock options
and  restricted  stock awards  shall not be less than your  current  targets and
opportunities.

Benefits

     You will continue your participation in the Key Executive  Retirement Plan.
You will continue to be eligible for the Financial Planning program,  subject to
applicable tax withholdings.

International Service Program

1.   The Company will reimburse you, net of taxes for the out-of-pocket expenses
     you have incurred by paying and forfeiting  partial  tuition for the 2001 -
     2002 school year in Atlanta.

2.   The Company will  reimburse  you for Home Sale  Assistance to cover general
     expenses  associated  with  selling  your home.  The Company will waive the
     stated  maximum for this coverage and will cover up to 7% of the documented
     sales price,  net of taxes for you. If you are unsuccessful in selling your
     property, Home Purchase Buyout will be available.

3.   At the  end of  your  assignment,  if  that  occurs  prior  to  your  son's
     completion of high school, you and your family will continue to be provided
     schooling and housing and other appropriate  expatriate  provisions through
     the end of the school year at the host location.




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October 17, 2001




     4.  At the  end of  your  assignment,  Home  Purchase  Assistance  will  be
provided.

     5. At the end of your  assignment,  if  repatriation  without a job occurs,
salary  continuation  will be provided for twelve months.  Any severance pay for
which you are eligible will be offset by the salary continuation.

 .

                                        Sincerely,



                                        /s/ Douglas N. Daft








EXHIBIT A