Mr. Musselwhite,

If you could give the attached document to Mr. Jerry Campbell when he is in 
your offices today, I would appreciate.  If you could ask him to especially 
focus on Schedule 5 - coal testing and Btu adjustment provisions, I would 
appreciate that as well.

If you have any questions about the foregoing, please do not hesitate to call 
me at (713) 221-1396.  Best regards.

David W. Locascio
Bracewell & Patterson, L.L.P.
711 Louisiana, Suite 2900
Houston, Texas  77002-2781
phone: 713.221.1396
fax:      713.221.2134
email: dlocascio@bracepatt.com

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 - OPERATION AND MAINTENENCE AGREEMENT.doc