<<2Z$803!.DOC>>  <<2Z$8RED.DOC>>


Greg and Kay:

I have enclosed clean and blacklined copies of the escrow disbursement
instruction letter, marked to reflect changes from the draft previously
circulated for signature.  The only revisions were to change the persons
named to sign this letter to be individuals who are available and who were
named as authorized on the respective incumbency certificate previously
submitted to Citibank, and to delete the bracketed information on the first
page of the letter addressing the GE letter of credit, as this is expected
to be available by fax on Wednesday.  Please ensure that the signature page
of this letter is signed and ready  to transmit to Citibank by fax upon
closing on Wednesday.

If no one has an objection, I will send a draft of this document to Estelle
Lawrence at Citibank today in order that she can be preparing to receive the
signed copy by fax tomorrow.   Thanks.

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

Enclosures: 139328v3
  139328vR3/2



                    Confidentiality Notice
This message is being sent by or on behalf of a lawyer.  It is intended 
exclusively for the individual or entity to which it is addressed.  This 
communication may contain information that is proprietary, privileged or 
confidential or otherwise legally exempt from disclosure.  If you are not the 
named addressee, you are not authorized to read, print, retain, copy or 
disseminate this message or any part of it.  If you have received this 
message in error, please notify the sender immediately by e-mail and delete 
all copies of the message.


 - 2Z$803!.DOC
 - 2Z$8RED.DOC