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                    KINGDOM OF MOROCCO
September 27, 1996
International Bank for Reconstruction
  and Development
1818 H Street, N.W.
Washington, DC 20433
United States of America
           Re: Loan No. 4091 MOR (Third Private Sector Development
             Project -- In-Service Training) Legislation on In-
             Service Training under Part D of the Project Section
             E (a) of Schedule 5 to the Loan Agreement
Dear Sirs and Mesdames:
    We refer to the process and guidelines alluded to in Section E (a)
of Schedule 5 to the Loan Agreement of even date hereof between the
Kingdom of Morocco (the Borrower) and the International Bank for
Reconstruction and Development (the Bank), on the basis of which a
draft law to govern in-service training shall be prepared by the
Borrower. We hereby confirm that said process and guidelines shall
consist of the steps and methodology set forth in the Attachment to
this Letter.
Very truly yours,
KINGDOM OF MOROCCO
By _______________________________
  Authorized Representative
AGREED AND CONFIRMED:
INTERNATIONAL BANK FOR
  RECONSTRUCTION AND DEVELOPMENT
By _______________________________
   Regional Vice President
   Middle East and North Africa