Attached is a draft Assignment and Assumption Agreement for use in assigning 
Option, Reservation and like Agreements to WestLB.

Please let me know if you have any comments or questions regarding the 
attached.

Regards,

Rob Taylor
Andrews & Kurth L.L.P.
Chase Tower
600 Travis Street
Suite 4200
Houston, Texas  77002

Tel:  (713) 220-4436
Fax:  (713) 238-7273

robtaylor@andrews-kurth.com

This e-mail (and any attachment(s) hereto) is intended only for use by the 
addressee(s) named herein and may contain legally privileged and/or 
confidential information.  If you are not the intended recipient of this 
e-mail, you are hereby notified that any dissemination, distribution or 
copying of this e-mail (and any attachment(s) hereto) is strictly 
prohibited.  If you have received this e-mail in error, please immediately 
notify me at (713) 220-4436 and permanently delete the original and any copy 
of such e-mail and destroy any printout of such e-mail.

 - Reservat.DOC