Greg and Kay:

Enclosed are clean and blacklined copies of the escrow disbursement
instruction letter, marked to reflect revisions from the draft previously
circulated this morning.  The revisions address Citibank's comments, as
Citibank questioned why the bulk of the funds would be distributed to
someone that had not been mentioned in the escrow agreement.  We resolved
Citibank's concern with a short reference to the April 4 letter agreement.
The signature page of the instruction letter is not affected by this change.
If you have any questions or comments, please call.  Thank you.

Carolyn M. Campbell
King & Spalding
713-276-7307 (phone)
713-751-3280 (fax)
ccampbell@kslaw.com

Enclosure: 139328v4
  139328vR4/3

   <<2Z$804!.DOC>>  <<2Z$8RED.DOC>>



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